Bond DISH Network 7.75% ( US25470XAY13 ) in USD

DISH Network

81.8679 % ▼

United States

US25470XAY13 ( in USD )

7.75% per year ( payment 2 times a year)

01/07/2026

Prospectus brochure of the bond DISH DBS US25470XAY13 en USD 7.75%, maturity 01/07/2026

2 000 USD

1 995 575 000 USD

25470XAY1

C ( Default imminent with little prospect for recovery )

Caa3 ( Default imminent with little prospect for recovery )

01/07/2025 ( In 27 days )

DISH DBS is a direct-broadcast satellite television provider offering a wide range of channels and programming packages, including options for streaming and internet services.

The Bond issued by DISH Network ( United States ) , in USD, with the ISIN code US25470XAY13, pays a coupon of 7.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/07/2026

The Bond issued by DISH Network ( United States ) , in USD, with the ISIN code US25470XAY13, was rated Caa3 ( Default imminent with little prospect for recovery ) by Moody's credit rating agency.

The Bond issued by DISH Network ( United States ) , in USD, with the ISIN code US25470XAY13, was rated C ( Default imminent with little prospect for recovery ) by Standard & Poor's ( S&P ) credit rating agency.

424B3 1 a16-17356_1424b3.htm 424B3
Table of Contents

Filed pursuant to Rule 424(b)(3)
Registration No. 333-213352

PROSPECTUS

DISH DBS CORPORATION

Offer to Exchange up to $2,000,000,000 aggregate principal amount of new
7.75% Senior Notes due 2026
which have been registered under the Securities Act of 1933,
for any and all of its outstanding 7.75% Senior Notes due 2026
Subject to the Terms and Conditions described in this Prospectus
The Exchange Offer will expire at 5:00 p.m., New York City time, on October 3, 2016,
unless extended

We are offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal,
our new 7.75% Senior Notes due 2026 for all of our outstanding 7.75% Senior Notes due 2026. We refer to our outstanding 7.75% Senior Notes
due 2026 as the "Old Notes" and the new 7.75% Senior Notes due 2026 issued in this offer as the "Notes." The Notes are substantially identical to
the Old Notes that we issued on June 13, 2016, except for certain transfer restrictions and registration rights provisions relating to the Old Notes.
The CUSIP numbers for the Old Notes are 25470X AX3 and U25486 AM0.

MATERIAL TERMS OF THE EXCHANGE OFFER

·
You will receive an equal principal amount of Notes for all Old Notes that you validly tender and do not validly withdraw.

·
The exchange should not be a taxable exchange for United States federal income tax purposes.

·
There has been no public market for the Old Notes and we cannot assure you that any public market for the Notes will develop. We do not

intend to list the Notes on any securities exchange or to arrange for them to be quoted on any automated quotation system.

·
The terms of the Notes are substantially identical to those of the Old Notes, except for certain transfer restrictions and registration rights

relating to the Old Notes.

·
If you fail to tender your Old Notes for the Notes, you will continue to hold unregistered securities and it may be difficult for you to

transfer them.

Investing in the Notes involves risks. Consider carefully the "Risk Factors" beginning on page 10 of this
prospectus.

We are not making this exchange offer in any state where it is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 1, 2016.

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Table of Contents

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION
ii
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
iii
SUMMARY
1
RISK FACTORS
10
BUSINESS
39
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
51
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
73
THE EXCHANGE OFFER
75
DESCRIPTION OF THE NOTES
82
CAPITALIZATION
122
DESCRIPTION OF MATERIAL INDEBTEDNESS
123
REGISTRATION RIGHTS
124
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER
126
BENEFIT PLAN INVESTOR CONSIDERATIONS
127
BOOK-ENTRY, DELIVERY AND FORM
129
PLAN OF DISTRIBUTION
132
VALIDITY OF THE NOTES
133
EXPERTS
133
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
133
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-63

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus. This prospectus is an offer to exchange only the Notes offered by this prospectus and only
under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of its
date.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 under the Securities Act of 1933
(the "Securities Act") that registers the Notes that will be offered in exchange for the Old Notes. The registration statement, including the attached
exhibits and schedules, contains additional relevant information about us and the Notes. The rules and regulations of the SEC allow us to omit
from this document certain information included in the registration statement.

This prospectus incorporates by reference business and financial information about us that is not included in or delivered with this prospectus. This
information is available without charge upon written or oral request directed to: Investor Relations, DISH DBS Corporation, 9601 South Meridian
Boulevard, Englewood, Colorado 80112; telephone number: (303) 723-1000. To obtain timely delivery, you must request the information no later
than September 26, 2016.

Additionally, this prospectus contains summaries and other information that we believe are accurate as of the date hereof with respect to the terms
of specific documents, but we refer to the actual documents for complete information with respect to those documents, copies of which will be
made available without charge to you upon request, for complete information with respect to those documents. Statements contained in this
prospectus as to the contents of any contract or other documents referred to in this prospectus do not purport to be complete. Where reference is
made to the particular provisions of a contract or other document, the provisions are qualified in all respects by reference to all of the provisions of
the contract or other document. Our data and industry data are approximate and reflect rounding in certain cases.

We and our parent company, DISH Network Corporation ("DISH Network"), each file reports, proxy statements (in the case of DISH Network)
and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports and other information that we file electronically
with the SEC. The address of that website is http://www.sec.gov. Our filings with the SEC and those of DISH Network are also accessible free of
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charge at our website, the address of which is http://www.dish.com.

The Class A common stock of our parent company, DISH Network, is traded under the symbol "DISH" on the Nasdaq Global Select Market.
DISH Network has not guaranteed and is not otherwise responsible for the Notes.

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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

We make "forward-looking statements" throughout this prospectus (including the documents incorporated herein by reference), including, in
particular, statements about our plans, objectives and strategies, growth opportunities in our industries and businesses, our expectations regarding
future results, financial condition, liquidity and capital requirements, our estimates regarding the impact of regulatory developments and legal
proceedings, and other trends and projections. Forward-looking statements are not historical facts and may be identified by words such as "future,"
"anticipate," "intend," "plan," "goal," "seek," "believe," "estimate," "expect," "predict," "will," "would," "could," "can," "may," and similar
terms. These forward-looking statements are based on information available to us as of the date of this prospectus (or, in the case of a document
incorporated herein by reference, the date of such document) and represent management's views and assumptions as of such respective date.
Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and
other factors, which may be beyond our control. Accordingly, actual performance, events or results could differ materially from those expressed or
implied in the forward-looking statements due to a number of factors, including, but not limited to, the following:

Competition and Economic Risks

·
We face intense and increasing competition from satellite television providers, cable companies and telecommunications companies,

especially as the pay-TV industry has matured and bundled offers have become more prevalent, which may require us to further increase
subscriber acquisition and retention spending or accept lower subscriber activations and higher subscriber churn.

·
Changing consumer behavior and competition from digital media companies that provide or facilitate the delivery of video content via the

Internet may reduce our gross new subscriber activations and may cause our subscribers to purchase fewer services from us or to cancel
our services altogether, resulting in less revenue to us.

·
Economic weakness and uncertainty may adversely affect our ability to grow or maintain our business.

·
Our competitors may be able to leverage their relationships with programmers to reduce their programming costs and offer exclusive

content that will place them at a competitive advantage to us.

·
Our over-the-top ("OTT") Sling TV Internet-based services face certain risks, including, among others, significant competition.

·
We face increasing competition from other distributors of unique programming services such as foreign language and sports programming

that may limit our ability to maintain subscribers that desire these unique programming services.

Operational and Service Delivery Risks

·
If we do not continue improving our operational performance and customer satisfaction, our gross new subscriber activations may decrease

and our subscriber churn may increase.

·
If our gross new subscriber activations decrease, or if our subscriber churn, subscriber acquisition costs or retention costs increase, our

financial performance will be adversely affected.

·
Programming expenses are increasing and could adversely affect our future financial condition and results of operations.

·
We depend on others to provide the programming that we offer to our subscribers and, if we fail to obtain or lose access to this

programming, our gross new subscriber activations may decline and our subscriber churn may increase.

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·
We may not be able to obtain necessary retransmission consent agreements at acceptable rates, or at all, from local network stations.

·
We may be required to make substantial additional investments to maintain competitive programming offerings.

·
Any failure or inadequacy of our information technology infrastructure and communications systems, including without limitation those

caused by cyber-attacks or other malicious activities, could disrupt or harm our business.

·
We currently depend on EchoStar Corporation and its subsidiaries, or EchoStar, to design, develop and manufacture substantially all of our

new DISH branded pay-TV set-top boxes and certain related components, to provide the vast majority of our transponder capacity, to
provide digital broadcast operations and other services to us, and to provide streaming delivery technology and infrastructure for our Sling
TV services. Our business would be adversely affected if EchoStar ceases to provide these products and services to us and we are unable to
obtain suitable replacement products and services from third parties.

·
Technology in the pay-TV industry changes rapidly, and our success may depend in part on our timely introduction and implementation

of, and effective investment in, new competitive products and services and more advanced equipment, and our failure to do so could cause
our products and services to become obsolete and could negatively impact our business.

·
We rely on a single vendor or a limited number of vendors to provide certain key products or services to us such as information technology

support, billing systems, and security access devices, and the inability of these key vendors to meet our needs could have a material
adverse effect on our business.

·
Our primary supplier of new set-top boxes, EchoStar, relies on a few suppliers and in some cases a single supplier, for many components

of our new set-top boxes, and any reduction or interruption in supplies or significant increase in the price of supplies could have a negative
impact on our business.

·
Our programming signals are subject to theft, and we are vulnerable to other forms of fraud that could require us to make significant

expenditures to remedy.

·
We depend on independent third parties to solicit orders for our services that represent a significant percentage of our total gross new

subscriber activations.

·
We have limited satellite capacity and failures or reduced capacity could adversely affect our DISH branded pay-TV business.

·
Our owned and leased satellites are subject to construction, launch, operational and environmental risks that could limit our ability to

utilize these satellites.

·
We generally do not carry commercial launch or in-orbit insurance on any of the satellites that we use, other than certain satellites leased

from third parties, and could face significant impairment charges if any of our owned satellites fail.

·
We may have potential conflicts of interest with EchoStar due to our and DISH Network's common ownership and management.

·
We rely on key personnel and the loss of their services may negatively affect our business.

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Acquisition and Capital Structure Risks

·
Our parent, DISH Network, has made substantial investments to acquire certain wireless spectrum licenses and other related assets. In

addition, DISH Network has made substantial non-controlling investments in the Northstar Entities and the SNR Entities related to AWS-
3 wireless spectrum licenses.

·
Our parent, DISH Network, faces certain risks related to its non-controlling investments in the Northstar Entities and the SNR Entities.

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·
To the extent that our parent, DISH Network, commercializes its wireless spectrum licenses, it will face certain risks entering and

competing in the wireless services industry and operating a wireless services business.

·
We may pursue acquisitions and other strategic transactions to complement or expand our business that may not be successful and we may

lose up to the entire value of our investment in these acquisitions and transactions.

·
We may need additional capital, which may not be available on acceptable terms or at all, to continue investing in our business and to

finance acquisitions and other strategic transactions.

·
We have substantial debt outstanding and may incur additional debt.

·
Our parent, DISH Network, is controlled by one principal stockholder who is also our Chairman and Chief Executive Officer.

Legal and Regulatory Risks

·
A ruling in the Do Not Call litigation requiring us to pay substantial civil penalties and/or damages and/or enjoining us, whether acting

directly or indirectly through authorized telemarketers or independent third-party retailers, from certain activities could have a material
adverse effect on our results of operations, financial condition and cash flow.

·
Our business depends on certain intellectual property rights and on not infringing the intellectual property rights of others.

·
We are party to various lawsuits which, if adversely decided, could have a significant adverse impact on our business, particularly lawsuits

regarding intellectual property.

·
Our ability to distribute video content via the Internet, including our Sling TV services, involves regulatory risk.

·
Changes in the Cable Act of 1992 ("Cable Act"), and/or the rules of the Federal Communications Commission ("FCC") that implement the

Cable Act, may limit our ability to access programming from cable-affiliated programmers at nondiscriminatory rates.

·
The injunction against our retransmission of distant networks, which is currently waived, may be reinstated.

·
We are subject to significant regulatory oversight, and changes in applicable regulatory requirements, including any adoption or

modification of laws or regulations relating to the Internet, could adversely affect our business.

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·
Our business depends on FCC licenses that can expire or be revoked or modified and applications for FCC licenses that may not be

granted.

·
We are subject to digital high-definition ("HD") "carry-one, carry-all" requirements that cause capacity constraints.

·
Our business, investor confidence in our financial results, and DISH Network's stock price, may be adversely affected if our internal

controls are not effective.

·
We may face other risks described from time to time in periodic and current reports we file with the Securities and Exchange Commission,

or SEC.

All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear.
Investors should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking
statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events,
levels of activity, performance or achievements. We do not assume responsibility for the accuracy and completeness of the forward-looking
statements. We assume no responsibility for updating forward-looking information contained or incorporated by reference herein or in any reports
we file with the SEC.
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Should one or more of the risks or uncertainties described in this prospectus or the documents we incorporate by reference occur, or should
underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking
statements.

You should read carefully the section of this prospectus under the heading "Risk Factors" beginning on page 10.

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SUMMARY

In this prospectus, the words "we," "our," "us," "DISH DBS" and the "Company" refer to DISH DBS Corporation and its subsidiaries, unless
otherwise stated or required by the context. "DISH Network" refers to DISH Network Corporation, our ultimate parent company, and its
subsidiaries, including us, unless otherwise stated or required by the context. "EchoStar" refers to EchoStar Corporation and its subsidiaries,
unless otherwise stated or required by the context. This summary highlights selected information contained in greater detail elsewhere in this
prospectus or incorporated by reference herein. This summary may not contain all of the information that you should consider before investing in
the Notes. You should carefully read the entire prospectus, including the sections under the headings "Risk Factors" and "Disclosure Regarding
Forward-Looking Statements," and the documents incorporated by reference herein.

DISH DBS Corporation

DISH DBS is a holding company and an indirect, wholly-owned subsidiary of DISH Network, a publicly traded company listed on the Nasdaq
Global Select Market. DISH DBS was formed under Colorado law in January 1996.

We offer pay-TV services under the DISH® brand and the Sling® brand (collectively "Pay-TV" services). The DISH branded pay-TV service
consists of, among other things, Federal Communications Commission ("FCC") licenses authorizing us to use direct broadcast satellite ("DBS")
and Fixed Satellite Service ("FSS") spectrum, our owned and leased satellites, receiver systems, third-party broadcast operations, customer service
facilities, a leased fiber optic network, in-home service and call center operations, and certain other assets utilized in our operations. The Sling
branded pay-TV services consist of, among other things, live, linear streaming over-the-top ("OTT") Internet-based domestic, international and
Latino video programming services ("Sling TV"). The Sling International video programming service (formerly known as DishWorld) was
launched prior to 2015, which historically represented a small percentage of our Pay-TV subscribers. During February and June 2015, we
launched our Sling domestic and Sling Latino services, respectively. In addition to these Sling TV services that may only be streamed on one
device at a time (single-stream services), on April 13, 2016, we launched a live beta multi-stream Sling domestic service, which includes, among
other things, the ability to stream on up to three devices simultaneously. During June 2016, our multi-stream Sling domestic service transitioned
from its introductory beta period and has been rebranded as Sling Blue. Meanwhile, we rebranded our single-stream Sling domestic service as
Sling Orange. All Sling TV subscribers are included in our Pay-TV subscriber count. As of June 30, 2016, we had 13.593 million Pay-TV
subscribers in the United States.

Our business strategy is to be the best provider of video services in the United States by providing products with the best technology, outstanding
customer service, and great value. We promote DISH branded programming packages as providing our subscribers with a better "price-to-value"
relationship than those available from other subscription television service providers. We believe that there continues to be unsatisfied demand for
high-quality, reasonably priced subscription television services.

·
Products with the Best Technology. We offer a wide selection of local and national high-definition ("HD") programming and are a

technology leader in our industry, offering award-winning DVRs (including our Hopper® whole-home HD DVR), multiple tuner
receivers, 1080p video on demand, and external hard drives.

·
Outstanding Customer Service. We strive to provide outstanding customer service by improving the quality of the initial installation

of subscriber equipment, improving the reliability of our equipment, better educating our customers about our products and services,
and resolving customer problems promptly and effectively when they arise.

·
Great Value. We have historically been viewed as the low-cost provider in the pay-TV industry in the U.S. because we seek to offer

the lowest everyday prices available to consumers after introductory promotions expire.

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As the pay-TV industry is mature, our strategy has included an increased emphasis on acquiring and retaining higher quality subscribers, even if it
means that we will acquire and retain fewer overall subscribers. We evaluate the quality of subscribers based upon a number of factors, including,
among others, profitability. Our Pay-TV subscriber base has been declining due to, among other things, this strategy. There can be no assurance
that our Pay-TV subscriber base will not continue to decline.

Our parent company, DISH Network, owns and operates certain assets and businesses that relate to our pay-TV business. For example, DISH
Network has made substantial investments to acquire certain wireless spectrum licenses and related assets and may from time to time seek to
acquire additional wireless spectrum licenses and related assets. DISH Network will need to make significant additional investments or partner
with others to, among other things, commercialize, build-out and integrate its licenses and related assets, and any additional acquired licenses and
related assets, and comply with regulations applicable to such licenses. Commercialization also may include the offering of wireless services
bundled with our Pay-TV services. In connection with the development of DISH Network's wireless business, including without limitation the
efforts described above, we have made cash distributions to partially finance these efforts to date and may make additional cash distributions to
finance in whole or in part DISH Network's future efforts.

In addition, our parent company, DISH Network, has made substantial non-controlling investments in the Northstar Entities and the SNR Entities,
which entities were granted certain AWS-3 wireless spectrum licenses (the "AWS-3 Licenses") by the FCC on October 27, 2015. DISH Network
may need to make significant additional loans to the Northstar Entities and to the SNR Entities, or they may need to partner with others, so that the
Northstar Entities and the SNR Entities may commercialize, build-out and integrate these AWS-3 Licenses, and comply with regulations applicable
to such AWS-3 Licenses. In connection with certain funding obligations related to these investments, in February 2015, we paid a dividend of
$8.250 billion to DISH Orbital Corporation ("DOC"), a direct subsidiary of DISH Network and our direct parent company, for, among other things,
general corporate purposes, which included such funding obligations, and to fund other DISH Network cash needs. We may make additional cash
distributions to finance in whole or in part loans that DISH Network may make to the Northstar Entities and the SNR Entities in the future related
to DISH Network's non-controlling investments in these entities.

On January 1, 2008, DISH Network completed the distribution of its technology and set-top box business and certain infrastructure assets (the
"Spin-off") into a separate publicly-traded company, EchoStar. DISH Network and EchoStar operate as separate publicly-traded companies and,
except for certain tracking stock that we hold in EchoStar and except for Sling TV Holding L.L.C., neither entity has any ownership interest in the
other. However, a substantial majority of the voting power of the shares of both DISH Network and EchoStar is owned beneficially by Charles W.
Ergen, our Chairman and Chief Executive Officer, and by certain trusts established by Mr. Ergen for the benefit of his family. Mr. Ergen is also
the Chairman of EchoStar. EchoStar is our primary supplier of digital set-top boxes and digital broadcast operations. In addition, EchoStar
provides the vast majority of our transponder capacity, is a key supplier of related services to us, and provides the streaming delivery technology
and infrastructure for our Sling TV services.

Our principal executive offices are located at 9601 South Meridian Boulevard, Englewood, Colorado 80112, and our telephone number is (303)
723-1000. Our filings with the SEC and those of DISH Network are accessible free of charge at www.dish.com. Other than the materials
specifically referred to below under "Incorporation of Certain Documents by Reference," none of the information or materials posted, contained or
referred to at www.dish.com is incorporated by reference in, or otherwise made a part of, this prospectus.

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The Exchange Offer

The exchange offer relates to the exchange of up to $2,000,000,000 aggregate principal amount of outstanding 7.75% Senior Notes due 2026, for
an equal aggregate principal amount of the Notes. The form and terms of the Notes are identical in all material respects to the form and terms of
the outstanding Old Notes, except that the Notes will be registered under the Securities Act, and therefore they will not bear legends restricting
their transfer.

The Exchange Offer
We are offering to exchange $1,000 principal amount of our Notes that we have registered
under the Securities Act for each $1,000 principal amount of outstanding Old Notes. Old Notes
tendered in the exchange offer must be in minimum denominations of $2,000 principal amount
and any integral multiples of $1,000 in excess thereof. In order for us to exchange your Old
Notes, you must validly tender them to us and we must accept them. We will exchange all
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outstanding Old Notes that are validly tendered and not validly withdrawn.

Resale of the Notes
Based on interpretations by the staff of the SEC set forth in no-action letters issued to other
parties, we believe that you may offer for resale, resell and otherwise transfer your Notes
without compliance with the registration and prospectus delivery provisions of the Securities
Act if you are not our affiliate and you acquire the Notes issued in the exchange offer in the
ordinary course.

You must also represent to us that you are not participating, do not intend to participate and
have no arrangement or understanding with any person to participate in the distribution of the
Notes we issue to you in the exchange offer.

Each broker-dealer that receives Notes in the exchange offer for its own account in exchange
for Old Notes that it acquired as a result of market-making or other trading activities must
acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of the Notes issued in the exchange offer. You may not participate
in the exchange offer if you are a broker-dealer who purchased such outstanding Old Notes
directly from us for resale pursuant to Rule 144A or any other available exemption under the
Securities Act.

Expiration date
The exchange offer will expire at 5:00 p.m., New York City time, on October 3, 2016, unless
we decide to extend the expiration date. We may extend the expiration date for any reason. If
we fail to consummate the exchange offer, you will have certain rights against us under the
registration rights agreement we entered into as part of the offering of the Old Notes.

Special procedures for beneficial owners
If you are the beneficial owner of Old Notes and you registered your Old Notes in the name of
a broker or other institution, and you wish to participate in the exchange, you should promptly
contact the person in whose name you registered your Old Notes and instruct that person to
tender the Old Notes on your behalf. If you wish to tender on your own behalf, you must, prior
to completing and executing the letter of transmittal and delivering your outstanding Old Notes,
either make appropriate arrangements to register ownership of the outstanding Old Notes in
your name or obtain a properly completed bond power from the registered holder. The transfer
of record ownership may take considerable time.

Guaranteed delivery procedures
If you wish to tender your Old Notes and time will not permit your required documents to
reach the exchange agent by the expiration date, or you cannot complete the procedure for
book-entry transfer on time or you cannot deliver your certificates for registered Old Notes on
time, you may tender your Old Notes pursuant to the procedures described in this prospectus
under the heading "The Exchange Offer--How to use the guaranteed delivery procedures if
you will not have enough time to send all documents to us."

Withdrawal rights
You may withdraw the tender of your Old Notes at any time prior to the expiration date.

Tax consequences
An exchange of Old Notes for Notes should not be subject to United States federal income tax.
See "United States Federal Income Tax Considerations of the Exchange

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Offer" below.

Use of proceeds
We will not receive any proceeds from the issuance of Notes pursuant to the exchange offer.
Old Notes that are validly tendered and exchanged will be retired and canceled.

Exchange Agent
You can reach the Exchange Agent, U.S. Bank National Association at 60 Livingston Avenue,
St. Paul, MN 55107 (Attention: Specialized Finance). For more information with respect to the
exchange offer, you may call the Exchange Agent at (800) 934-6802; the fax number for the
Exchange Agent is (651) 466-7372 (Attention: Specialized Finance).
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The Notes

The exchange offer applies to $2,000,000,000 aggregate principal amount of 7.75% Senior Notes due 2026. The form and terms of the Notes are
identical in all material respects to the form and terms of the outstanding Old Notes, except that the Notes will be registered under the Securities
Act, and therefore they will not bear legends restricting their transfer. The Notes will be entitled to the benefits of the indenture governing the
Notes (the "Indenture"). See "Description of the Notes." As used in this summary of the Notes, "subsidiaries" refers to our direct and indirect
subsidiaries.

Issuer
DISH DBS Corporation, a Colorado corporation.

Notes Offered
$2,000,000,000 aggregate principal amount of 7.75% Senior Notes due 2026.

Maturity Date
July 1, 2026.

Interest Payment Dates
Semi-annually, on January 1 and July 1 of each year, starting on January 1, 2017.
Interest will accrue from the most recent date through which interest has been paid, or if no
interest has been paid, from the date of original issuance of the Old Notes.

Ranking
The Notes will be our unsecured senior obligations and will rank equally with all of our current
and future unsecured senior debt and senior to all of our future subordinated debt. The Notes
will effectively rank junior to any of our existing and future secured obligations to the extent of
the value of the assets securing such obligations. As of June 30, 2016, after giving effect to the
issuance of the Notes, the Notes would have ranked equally with approximately $12.1 billion of
our other unsecured debt.

Guarantees by Our Subsidiaries
The Notes will be guaranteed by our principal operating subsidiaries on a senior basis. The
guarantees will be unsecured senior obligations of the guarantors and will rank equally with all
of the current and future unsecured senior debt of the guarantors and senior to all existing and
future subordinated debt of the guarantors. The guarantees will effectively rank junior to any
existing and future secured obligations of the guarantors to the extent of the value of the assets
securing such obligations. Neither DISH Network nor any of its subsidiaries, other than us and
our principal operating subsidiaries, will be obligated under the Notes or any guarantee of the
Notes. See "Description of the Notes--Brief Description of the Notes--The Guarantees."

Redemption
The Notes will be redeemable, in whole or in part, at any time at a redemption price equal to
100% of their principal amount plus a "make-whole" premium, together with accrued and
unpaid interest to the redemption date.

We may also redeem up to 35% of the Notes, at any time prior to July 1, 2019, at a purchase
price equal to 107.75% of the principal amount of the Notes redeemed, plus accrued and unpaid
interest, if any, through the date of redemption with the net cash proceeds from certain equity
offerings or capital contributions. See "Description of the Notes--Optional Redemption."

Change of Control
If a Change of Control Event occurs, as that term is defined in "Description of the Notes--
Certain Definitions," holders of the Notes will have the right, subject to certain conditions, to
require us to repurchase their Notes at a purchase price equal to 101% of the aggregate
principal amount of the Notes repurchased plus accrued and unpaid interest, if any, to the date
of repurchase. See "Description of the Notes--

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Change of Control Offer" for further information regarding the conditions that would apply if
we must offer holders this repurchase right.

Certain Covenants
The Indenture contains covenants limiting our and our restricted subsidiaries' ability to, among
other things:

·
incur additional debt;

·
pay dividends or make distributions on our capital stock or repurchase our capital

stock;

·
make certain investments;

·
create liens or enter into sale and leaseback transactions;

·
enter into transactions with affiliates;

·
merge or consolidate with another company; and

·
transfer and sell assets.

These covenants are subject to a number of important limitations and exceptions and in many
circumstances may not meaningfully restrict our ability to take any of the actions described
above. For more details, see "Description of the Notes--Certain Covenants." If the Notes
receive an Investment Grade rating, certain of the covenants in the Indenture will be subject to
suspension or termination. See "Description of the Notes-- Certain Covenants--Investment
Grade Rating."

Registration Rights
Pursuant to a registration rights agreement between us and the initial purchaser, we agreed:

·
to file an exchange offer registration statement within 180 days of June 13, 2016;

·
to use our reasonable best efforts to cause the exchange offer registration

statement to be declared effective by the SEC within 270 days of June 13, 2016;
and

·
to use our reasonable best efforts to cause the exchange offer to be consummated

within 315 days of June 13, 2016.

We intend the registration statement relating to this prospectus to satisfy these obligations. In
certain circumstances, we will be required to file a shelf registration statement to cover resales
of the Notes. If we do not comply with our obligations under the registration rights agreement,
we will be required to pay additional interest on the Notes. See "Registration Rights."

Risk Factors
Investing in the Notes involves substantial risks. You should carefully consider all the
information contained in this prospectus prior to investing in the Notes. In particular, we urge
you to carefully consider the information set forth in the section under the heading "Risk
Factors" for a description of certain risks you should consider before investing in the Notes.

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Indenture
The Notes will be issued under the Indenture, with U.S. Bank National Association as trustee.
The rights of holders of the Notes, including rights with respect to default, waivers and
amendments, will be governed by the Indenture.

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Document Outline

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