EchoStar Corporation

Good day and thank you for standing by. Welcome to the EchoStar Transaction Announcement webcast presentation. At this time, all participants are in a listen-only mode. This conference will also have a user-driven web slide presentation. Feel free to navigate through the slides by clicking on the next button. After the speaker's presentation, there will be a question and answer session. To ask a question during that session, you'll need to press star 1 1 on your phone. you will then hear an automated message advising your hand is raised. To withdraw your question, please press star 1-1 again. Please be advised that today's conference is being recorded, and I would now like to hand the conference over to your speaker today, Mr. Tim Messner. Sir, please go ahead.

All right. Thanks, Chris. All right. Thanks, Chris. Good morning, everyone, and thanks for joining us. In light of today's joint transaction announcement, in lieu of the Echo Star earnings call that was originally scheduled during this time slot, We're instead going to focus on discussing the transaction, and we will generally not be taking questions on either Echostar's or DISH's quarterly results. To that end, we're joined on the call today by Hamid Akhavan, the President and CEO of Echostar, Charlie Ergen, the Executive Chairman of both DISH Network and Echostar, John Syringa, the President and Chief Operating Officer of DISH, Paul Gaske, the Chief Operating Officer of Echostar, Tom Cullen, the EVP of Corporate Development at DISH, Paul Orban, EVP and CFO at DISH, Dean Manson, Chief Legal Officer of ECHOSTAR, and Jeff Boggs, the SVP of Finance at ECHOSTAR. Before we start, I need to remind you of the company's safe harbors. During this call, DISH and ECHOSTAR may make forward-looking statements which are subject to risks, uncertainties, and other factors that could cause their actual results to differ materially from historical results or from their forecasts. DISH and ECHOSTAR assume no responsibility for updating forward-looking statements For more information on factors that may affect future results, please refer to the company's respective SEC filings. Just to let you know, you can replay today's call as well as the prepared remarks and supplementary slide deck on the ECHO Star and DISH Investor Relations websites following the call. As a reminder, the presentation is self-driven, so click next on your own to advance through the slides. And at the conclusion of the prepared remarks, we expect to take calls first, questions from the analysts, followed by questions from the media. That's it. With that, I think I'll turn it over to Charlie Ergen to take over the presentation. Go ahead, Charlie.

Thank you, Tim, and good morning. Thanks for joining us. It's an exciting day for both Echostar and DISH. This morning, we announced DISH and Echostar have entered into a definitive agreement to combine in an all-stock merger. The combined company will be well positioned to deliver a broad set of communication and content distribution capabilities. We're bringing together two trailblazers with complementary portfolios to create a scaled operator with a premier portfolio of wireless, satellite, and video distribution assets. At its core, this transaction is about growth and building long-term sustainable business. This is a logical next step for both companies to realize the potential of the combined portfolio. Today, I'll provide a bit of an overview of the transaction and the reasons we're excited about the merger, and then I'll hand it over to Hamid Akhavan, who will provide more detail on the strategic fit, operational synergies, and financials. Let's turn to page three, which is slide one, but it's on page three, and let me start by outlining why this is a strategically compelling and financially attractive combination. First, this transaction creates a scaled operator with premier capabilities across wireless, satellite, and video distribution, including global reach. We'll enhance our scale by combining customer bases, and together we have a diversified portfolio for approximately 18 million subscribers. They're all in a little bit different buckets in our companies, and we combine those all together, obviously with customers. More modern technology and databases, we have an ability to be more efficient at serving those customers and growing those customers. Additionally, by integrating Dish Spectrum with EchoStar's technology capabilities, technological capabilities, we'll have the ability to amplify the 5G private network. In other words, what we're able to do is combine satellite communication and terrestrial communications all within a 5G cloud native platform. Beyond the strategic benefits, it's also attractive It's also an attractive financial combination. This slide, it's a little bit clear, but we expect to generate, to ramp to the $150 million of clear achievable EBITDA annually, right? So the slide's a little bit unclear, but that's annual based on a ramp of synergies that will create a more robust capital structure and provide financial flexibility to position a company for growth and value creation. Now let's move to page four. Let me take you through some of the elements of this slide. The transaction structure is an all-stock merger at a fixed exchange ratio. The combination was negotiated and recommended by special committees and independent directors of both companies and unanimously approved by both boards of directors. At close, as outlined in the slide, Echostar shareholders will receive 2.85 shares of DISH Class A common stock for each Class A, Class C, or Class D common stock and 2.85 shares of Class B common stock for each share of Echostar Class B common stock. The exchange ratio represents a premium of 12.9% to Echostar shareholders as implied by the unaffected 30-day volume-weighted average closing price of the two companies on July 5, 2023, the last full trading day prior to media speculation about a potential transaction. The majority shareholder group, which is approximately 90% and 93% of the combined voting powers of Dish and Echostar, respectively, has approved adoption of the merger agreement and the issuance of DISH network common stock required for the transaction via written consent. No further action by DISH or Echostar shareholders is required to approve this transaction. Post close, existing DISH shareholders were on approximately 69% and existing Echostar shareholders were on approximately 31% of the combined company. Let's look at what the leadership will look like. I will continue to serve as executive chairman And Hamid Akhavan will be president and CEO of the combined company. I'll say a little bit about Hamid. He's got 25 years in telco experience, of which 10 of those years was running Deutsche Telekom European operations as the CEO. He's also a unique individual in that he not only stands technology as an engineer, but he also has a lot of experience in the private equity world with seven years in private equity. And, of course, most recently has been CEO and President and CEO of Echostar. So he brings a rare combination of financial ability and engineering and technical ability as well as his management. So I couldn't be more pleased to work with Amit, and I've enjoyed working with him and with Echostar, but even more excited to work with him on the total combination. John Syringa, President and CEO of Dish Wireless. will be President of Technology Group and also Chief Operating Officer of the combined company. So John is uniquely qualified really as a former COO of DISH to bring those assets together and make them function in a bit more synergistic way for the benefit of all of our customer base. Eric Carlson will continue to serve as President and Chief Executive Officer of DISH until closing of the transaction, at which time he will depart the business. And certainly Eric has been a valuable, uh, part of our company for the last 28 years. And he's what he's, he's part of what everything is good to part of what everything that is good is about dish. And that he started at the lowest level of the company and grew to the, to the top of the company over, over his career. And, um, he's going to make a great CEO for somebody out there and we'll be rooting for him and we're starting to lose them, but, but we also want our people to, to, and our alumni to be successful. and Eric's certainly going to be. We'll have more announcements about the broader management team in the coming weeks. Amit and I will serve on an 11-member board, along with three EchoStar directors and six other DISH directors. The combined company will be headquartered in Englewood, Colorado, while maintaining its presence in Maryland, primarily with our Hughes Corporation assets. We expect the transition to close in the fourth quarter, and of course, And it is, of course, subject to regulatory approvals and customary closing conditions. And with that, I'd like to now turn the call over to Hamid, and he'll share some more about why we think this is such an exciting time for both DISH and Echostar.