Bond Hughes Satellite Technologies Inc. 6.625% ( US444454AF95 ) in USD

Hughes Satellite Technologies Inc.

71.043 % ▼

United States

US444454AF95 ( in USD )

6.625% per year ( payment 2 times a year)

31/07/2026

Prospectus brochure of the bond Hughes Satellite Systems Corp US444454AF95 en USD 6.625%, maturity 31/07/2026

2 000 USD

748 933 000 USD

444454AF9

CCC+ ( Substantial risks )

Caa3 ( Default imminent with little prospect for recovery )

01/08/2026 ( In 65 days )

Hughes Network Systems, a subsidiary of EchoStar, is a leading provider of satellite broadband services and technology, offering solutions for residential, enterprise, and government customers worldwide.

The Bond issued by Hughes Satellite Technologies Inc. ( United States ) , in USD, with the ISIN code US444454AF95, pays a coupon of 6.625% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/07/2026

The Bond issued by Hughes Satellite Technologies Inc. ( United States ) , in USD, with the ISIN code US444454AF95, was rated Caa3 ( Default imminent with little prospect for recovery ) by Moody's credit rating agency.

The Bond issued by Hughes Satellite Technologies Inc. ( United States ) , in USD, with the ISIN code US444454AF95, was rated CCC+ ( Substantial risks ) by Standard & Poor's ( S&P ) credit rating agency.

Document
424B3 1 a424b3_finalxprospectusx04.htm 424B3
PROSPECTUS
HUGHES SATELLITE SYSTEMS CORPORATION
Offer to Exchange up to $750,000,000 aggregate principal amount of new 5.250% Senior Secured Notes due 2026
and
up to $750,000,000 aggregate principal amount of new 6.625% Senior Notes due 2026,
which have been registered under the Securities Act of 1933,
for any and all of its outstanding 5.250% Senior Secured Notes due 2026 and 6.625% Senior Notes due 2026,
respectively,
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 May 11, 2017,
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 5.250% Senior Secured Notes due 2026 for all of our outstanding 5.250% Senior Secured Notes due 2026 and our new 6.625% Senior
Notes due 2026 for all of our outstanding 6.625% Senior Notes due 2026. We refer to our outstanding 5.250% Senior Secured Notes due 2026
as the "Old Secured Notes," our outstanding 6.625% Senior Notes due 2026 as the "Old Unsecured Notes" (together with the Old Secured
Notes, the "Old Notes"), the new 5.250% Senior Secured Notes due 2026 issued in this offer as the "Secured Notes" and the new 6.625% Senior
Notes due 2026 issued in this offer as the "Unsecured Notes" (together with the Secured Notes, the "Notes"). The Secured Notes and the
Unsecured Notes are substantially identical to the Old Secured Notes and the Old Unsecured Notes, respectively, that we issued on July 27,
2016, except for certain transfer restrictions and registration rights provisions relating to the Old Notes. The CUSIP numbers for the Old
Secured Notes are 444454 AC6 and U44473 AA1. The CUSIP numbers for the Old Unsecured Notes are 444454 AE2 and U44473 AB9.
MATERIAL TERMS OF THE EXCHANGE OFFER
· You will receive an equal principal amount of Secured Notes for all Old Secured Notes that you validly tender and do not validly
withdraw, and an equal principal amount of Unsecured Notes for all Old Unsecured 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 Secured Notes and the Unsecured Notes are substantially identical to the Old Secured Notes and the Old Unsecured
Notes, respectively, except for 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 16 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 April 13, 2017.
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document

TABLE OF CONTENTS

Page
WHERE YOU CAN FIND MORE INFORMATION
1
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
2
SUMMARY
3
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA
14
RISK FACTORS
16
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
38
USE OF PROCEEDS
40
CAPITALIZATION
40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
41
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
63
BUSINESS
65
MANAGEMENT
85
EXECUTIVE COMPENSATION
87
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
101
THE EXCHANGE OFFER
103
DESCRIPTION OF CERTAIN OTHER INDEBTEDNESS
109
DESCRIPTION OF THE SECURED NOTES
110
DESCRIPTION OF THE UNSECURED NOTES
150
REGISTRATION RIGHTS
184
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
186
BENEFIT PLAN INVESTOR CONSIDERATIONS
187
BOOK-ENTRY, DELIVERY AND FORM
188
PLAN OF DISTRIBUTION
190
VALIDITY OF THE NOTES
191
EXPERTS
191
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
191
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1

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.
i
Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
We have filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 under the Securities Act of 1933,
as amended (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: Hughes Satellite Systems Corporation, 100 Inverness Terrace East,
Englewood, CO 80112, Attention: General Counsel; telephone number: (303) 706-4000. To obtain timely delivery, you must request the
information no later than May 4, 2017.
In addition, 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. 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, EchoStar Corporation, each file reports, proxy statements (in the case of EchoStar Corporation) 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 EchoStar Corporation are also accessible free of charge at our website,
the address of which is http://www.echostar.com.
The Class A common stock, par value $0.001 per share (the "EchoStar Class A Shares"), of our parent company, EchoStar Corporation, is traded
under the symbol "SATS" on the Nasdaq Global Select Market. EchoStar Corporation has not guaranteed and is not otherwise responsible for the
Notes.
1
Table of Contents
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains "forward-looking statements," including but not limited to statements about our estimates, expectations, plans, objectives,
strategies, and financial condition, expected impact of regulatory developments and legal proceedings, opportunities in our industries and
businesses and other trends and projections for the next fiscal quarter and beyond. All statements, other than statements of historical facts, may be
forward-looking statements. Forward-looking statements may also be identified by words such as "anticipate," "intend," "plan," "goal," "seek,"
"believe," "estimate," "expect," "predict," "continue," "future," "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 potential known and unknown risks, uncertainties and other factors, many of which
may be beyond our control and may pose a risk to our operating and financial condition. 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:
·
our reliance on DISH Network Corporation and its subsidiaries ("DISH Network"), for a significant portion of our revenue;
·
our ability to implement our strategic initiatives;
·
significant risks related to the construction, launch and operation of our satellites, such as the risk of material malfunction on one or more
of our satellites, risks resulting from delays or failures of launches of our satellites, changes in the space weather environment that could
interfere with the operation of our satellites, and our general lack of commercial insurance coverage on our satellites;
·
our failure to adequately anticipate the need for satellite capacity or the inability to obtain satellite capacity for our Hughes segment;
·
the failure of third-party providers of components, manufacturing, installation services and customer support services to appropriately
deliver the contracted goods or services;
·
our ability to bring advanced technologies to market to keep pace with our customers and competitors; and
·
risk related to our foreign operations and other uncertainties associated with doing business internationally, including changes in foreign
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
exchange rates between foreign currencies and the United States dollar, economic instability and political disturbances.
Other factors that could cause or contribute to such differences include, but are not limited to, those discussed under "Risk Factors" and
"Management's Discussion and Analysis of Financial Condition and Results of Operations" of this prospectus and those discussed in other
documents we file with the SEC.
All cautionary statements made herein should be read as being applicable to all forward-looking statements wherever they appear. Investors should
consider the risks and uncertainties described herein and should not place undue reliance on any forward-looking statements. We do not undertake,
and specifically disclaim, any obligation to publicly release the results of any revisions that may be made to any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
Although we believe that the expectations reflected in any 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 any forward-looking
statements. We assume no responsibility for updating forward-looking information contained or incorporated by reference herein or in any
documents we file with the SEC except as required by law.
Should one or more of the risks or uncertainties described herein or in any documents we file with the SEC occur, or should underlying
assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.
2
Table of Contents
SUMMARY
In this prospectus, the words "Company," "we," "our" and "us" refer to Hughes Satellite Systems Corporation ("HSS") and its subsidiaries,
unless otherwise stated or the context otherwise requires. "EchoStar" refers to EchoStar Corporation, our ultimate parent company, and its
subsidiaries, including us. This summary highlights selected information contained in greater detail elsewhere in this prospectus. 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."
HUGHES SATELLITE SYSTEMS CORPORATION
Hughes Satellite Systems Corporation is a holding company and a subsidiary of EchoStar Corporation. We are a global provider of satellite service
operations, video delivery solutions, broadband satellite technologies and broadband services for home and small office customers. We deliver
innovative network technologies, managed services, and various communications solutions for enterprise and government customers.
We were formed as a Colorado corporation in March 2011 to facilitate the acquisition ("Hughes Acquisition") of Hughes Communications, Inc.
and its subsidiaries ("Hughes Communications") and related financing transactions. In connection with our formation, EchoStar contributed the
assets and liabilities of its satellite services business, including the principal operating subsidiary of its satellite services business, EchoStar
Satellite Services L.L.C., to us. A substantial majority of the voting power of the shares of EchoStar and DISH Network Corporation ("DISH") is
owned beneficially by Charles W. Ergen, our Chairman, and by certain trusts established by Mr. Ergen for the benefit of his family.
We currently operate in the following two business segments:
·
Hughes -- which provides broadband satellite technologies and broadband services to home and small office customers and network
technologies, managed services and communication solutions to domestic and international consumers and enterprise and government
customers. The Hughes segment also provides managed services, hardware, and satellite services to large enterprises and government
customers, and designs, provides and installs gateway and terminal equipment to customers for other satellite systems. In addition, our
Hughes segment provides satellite ground segment systems and terminals to mobile system operators.
·
EchoStar Satellite Services ("ESS") -- which uses certain of our owned and leased in-orbit satellites and related licenses to provide
satellite service operations and video delivery solutions on a full-time and occasional-use basis primarily to DISH Network, Dish Mexico,
S. de R.L. de C.V. ("Dish Mexico"), a joint venture that EchoStar entered into in 2008, U.S. government service providers, internet
service providers, broadcast news organizations, programmers, and private enterprise customers. We also manage satellite operations for
several satellites owned by third parties.
Hughes Segment
Our Hughes segment is a global provider of broadband satellite technologies and broadband services for home and small office customers. We
deliver network technologies, managed services, equipment, and communications solutions for domestic and international consumers and enterprise
and government customers. In addition, our Hughes segment provides and installs gateway and terminal equipment and provides satellite ground
segment systems and terminals for other satellite systems, including mobile system operators.
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
We continue to focus our efforts on growing our Hughes segment consumer revenue by maximizing utilization of our existing satellites while
planning for new satellites to be launched. Our consumer revenue growth depends on our success in adding new subscribers and driving higher
average revenue per subscriber across our wholesale and retail channels.
Our Hughes segment currently uses its three owned satellites, the SPACEWAY 3 satellite, the EchoStar XVII satellite and the EchoStar XIX
satellite, and additional satellite capacity acquired from multiple third-party providers, to provide satellite broadband internet access and
communications services to our customers. In December 2016, EchoStar launched the EchoStar XIX satellite, a next-generation, high throughput
geostationary satellite, which will provide significant capacity for continued subscriber growth. The EchoStar XIX satellite employs a multi-spot
beam, bent pipe Ka-band architecture and will provide additional capacity for the Hughes broadband services to our customers in North America
and added capacity in Mexico and certain Latin American countries and is expected to add capability for aeronautical, enterprise and international
broadband services. Capital expenditures associated with the construction and launch of the EchoStar XIX satellite have been incurred by
EchoStar. EchoStar contributed the EchoStar XIX satellite to us in February 2017.
3
Table of Contents
In addition to our broadband consumer service offerings, our Hughes segment also provides network technologies, managed services, hardware,
equipment and satellite services to large enterprise and government customers globally. Examples of such customers include lottery agencies, gas
station operators and companies with multi-branch networks that rely on satellite or terrestrial networks for critical communication across wide
geographies. Most of our enterprise customers have contracts with us for the services they purchase.
Developments toward the launch of next-generation satellite systems including low-earth orbit ("LEO") and geostationary systems could provide
additional opportunities to drive the demand for our network equipment and services. The growth of our enterprise and equipment businesses relies
heavily on global economic conditions and the competitive landscape for pricing relative to competitors and alternative technologies.
We continue our efforts to grow our consumer satellite services business outside of the U.S. In April 2014, we entered into a satellite services
agreement pursuant to which Eutelsat do Brasil provides us Ka-band capacity into Brazil on the EUTELSAT 65 West A satellite for a 15-year
term. That satellite was launched in March 2016 and we began delivering high-speed consumer satellite broadband services in Brazil in July 2016.
In September 2015, we entered into satellite services agreements pursuant to which affiliates of Telesat Canada ("Telesat") will provide to us the
Ka-band capacity on a satellite to be located at the 63 degree west longitude orbital location for a 15-year term. We expect the satellite to be
launched in the second quarter of 2018 and plan to provide service in additional markets across South America once that capacity is available for
commercial use.
We are tracking closely the developments in next-generation satellite businesses, and we are seeking to utilize our services, technologies and
expertise to find new commercial opportunities for our business. In June 2015, EchoStar made an equity investment in WorldVu Satellites Limited
("OneWeb"), a global LEO satellite service company. In addition, our Hughes segment entered into an agreement with OneWeb to provide certain
equipment and services in connection with the ground systems for OneWeb's LEO satellites.
As of December 31, 2016, our Hughes segment had approximately 1,036,000 broadband subscribers. These broadband subscribers include
customers that subscribe to our HughesNet broadband services through retail, wholesale and small/medium enterprise service channels. Gross
subscriber additions increased by approximately 19,000 in the fourth quarter of 2016 when compared to the third quarter of 2016 primarily due to
an increase in additions in our retail channel due to the launch of our broadband service in Brazil in the second quarter of 2016 offset partially by a
decrease in additions in our wholesale channel due to our lack of free capacity due to satellite beams servicing certain areas reaching capacity. Our
average monthly subscriber churn percentage for the fourth quarter of 2016 decreased as compared to the third quarter of 2016. As a result of
higher gross subscriber additions and a decrease in churn, net subscribers for the quarter ended December 31, 2016 increased by approximately
30,000 when compared to the third quarter of 2016 with increases in retail and decreases in wholesale subscribers. Subscriber additions and churn
include only subscribers through our retail and wholesale channels.
As of December 31, 2016, our Hughes segment had approximately $1.52 billion of contracted revenue backlog. We define Hughes contracted
revenue backlog as our expected future revenue under customer contracts that are non-cancelable, excluding agreements with customers in our
consumer market. Of the total contracted revenue backlog as of December 31, 2016, we expect to recognize approximately $436.5 million of
revenue in 2017.
For the year ended December 31, 2016, our Hughes segment recorded revenue and earnings before interest, taxes, depreciation and amortization
("EBITDA") of approximately $1.39 billion and $427.8 million, respectively.
ESS Segment
Our ESS segment is a global provider of satellite service operations and video delivery solutions. We operate our business using our owned and
leased in-orbit satellites. We provide satellite services on a full-time and occasional-use basis primarily to DISH Network (our largest customer),
Dish Mexico, U.S. government service providers, internet service providers, broadcast news organizations, programmers and private enterprise
customers.
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
We depend on DISH Network for a significant portion of the revenue for our ESS segment, and we expect that DISH Network will continue to be
the primary source of revenue for our ESS segment. Therefore, the results of operations of our ESS segment are linked to changes in DISH
Network's satellite capacity requirements. DISH Network's capacity requirements have been driven by the addition of new channels and migration
of programming to high-definition TV and video on demand services. The services that we provide to DISH Network are critical to its nationwide
delivery of content to its customers across the U.S. While we expect to continue to provide satellite services to DISH Network, its satellite capacity
requirements may change for a variety of reasons, including its ability to construct and launch its own satellites. Any termination or reduction in
the services we provide to DISH Network may cause us to have unused capacity on our satellites and require that we aggressively pursue
alternative sources of revenue for this business.
4
Table of Contents
In August 2014, we entered into: (i) a construction contract with Airbus Defence and Space SAS for the construction of the EchoStar 105/SES-11
satellite with C-band, Ku-band and Ka-band payloads; (ii) an agreement with SES Satellite Leasing Limited for the procurement of the related
launch services; and (iii) an agreement with SES Americom Inc. ("SES") pursuant to which we will transfer the title to the C-band and Ka-band
payloads to SES Satellite Leasing Limited at launch and transfer the title to the Ku-band payload to SES following in-orbit testing of the satellite.
Simultaneously, SES will provide to us satellite service on the entire Ku-band payload on the EchoStar 105/SES-11 satellite for an initial ten-year
term, with an option for us to renew the agreement on a year-to-year basis. Due to anomalies experienced by our launch provider, the expected
launch date of the EchoStar 105/SES-11 satellite has been delayed. We currently expect to launch the EchoStar 105/SES-11 satellite in the second
or third quarter of 2017. Our Ku-band payload on the EchoStar 105/SES-11 satellite will replace and augment our current capacity on the AMC-15
satellite. As a result of this launch delay, we have incurred and expect to incur additional costs related to the lease of the AMC-15 satellite.
Revenue growth in our ESS segment depends largely on our ability to continuously make additional satellite capacity available for sale. Once the
EchoStar 105/SES-11 satellite is launched and placed into operation, we expect periodic revenue from the satellite to exceed the amount currently
generated by the AMC-15 satellite. As a result of the launch delay, we expect a delay in revenue generated from the EchoStar 105/SES-11 satellite.
We continue to pursue expanding our business offerings by providing value added services such as telemetry, tracking, and control services to third
parties, which leverages the ground monitoring networks and personnel currently within our ESS segment.
As of December 31, 2016, our ESS segment had contracted revenue backlog attributable to satellites currently in orbit of approximately
$1.16 billion. Of the total contracted revenue backlog as of December 31, 2016, we expect to recognize approximately $365.1 million of revenue
in 2017.
For the year ended December 31, 2016, our ESS segment recorded revenue and EBITDA of $407.7 million and $339.5 million, respectively.
New Business Opportunities
Our industry is evolving with the increase in worldwide demand for broadband internet access for information, entertainment and commerce. In
addition to fiber and wireless systems, other technologies such as geostationary high throughput satellites, LEO networks, balloons, and High
Altitude Platform Systems have begun to play significant roles in enabling global broadband access, networks and services. We intend to use our
expertise, technologies, capital, investments, global presence, relationships and other capabilities to continue to provide broadband internet
systems, equipment, networks and services for information, entertainment and commerce in North America and internationally for consumers,
enterprises and governments.
We continue to selectively explore opportunities to pursue partnerships, joint ventures and strategic acquisitions, domestically and internationally,
that we believe may allow us to increase our existing market share, expand into new markets and new customers, broaden our portfolio of services,
products and intellectual property, and strengthen our relationships with our customers. We may allocate significant resources for long-term
initiatives that may not have a short or medium-term or any positive impact on our revenue, results of operations, or cash flow.
Share Exchange
On January 31, 2017, our parent company EchoStar Corporation and certain of our and its subsidiaries entered into a Share Exchange Agreement
(the "Share Exchange Agreement") among DISH, DISH Network L.L.C., an indirect wholly owned subsidiary of DISH ("DNLLC"), DISH
Operating L.L.C., a direct wholly owned subsidiary of DNLLC ("DOLLC" and, collectively with DISH and DNLLC, the "DISH Parties"),
EchoStar Corporation, EchoStar Broadcasting Holding Parent L.L.C., our direct wholly owned subsidiary ("EB LLC"), EchoStar Broadcasting
Holding Corporation, a direct wholly owned subsidiary of EB LLC ("EB Corp"), EchoStar Technologies Holding Corporation, a direct wholly
owned subsidiary of EchoStar Corporation ("ET Corp"), and EchoStar Technologies L.L.C., a direct wholly owned subsidiary of EchoStar
Corporation.
Pursuant to the Share Exchange Agreement, on February 28, 2017, among other things: (i) EchoStar Corporation received all of the shares of the
EchoStar tracking stock (described in Note 3 in the notes to our consolidated financial statements included elsewhere in this prospectus) (the
"EchoStar Tracking Stock") owned by DNLLC in exchange for 100% of the equity interests of ET Corp, which held that portion of the EchoStar
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
Technologies business segment of EchoStar that (a) designed, developed and distributed secure end-to-end video technology solutions including
digital set-top boxes and related products and technology, primarily for satellite TV service providers and telecommunications companies, (b)
provided TV Anywhere technology through Slingbox® units directly to consumers via retail outlets and online, as well as to the pay-TV operator
5
Table of Contents
market, and (c) included EchoStar's over-the-top, Streaming Video on Demand platform business, which included assets acquired from Sling TV
Holding L.L.C. (formerly DISH Digital Holding L.L.C.) and primarily provided support services to DISH's Sling TVTM operations, and (ii) EB
LLC received all of the shares of HSS tracking stock (described in Note 3 in the notes to our consolidated financial statements included elsewhere
in this prospectus) (the "HSS Tracking Stock", and together with the EchoStar Tracking Stock, the "Tracking Stock") owned by DOLLC in
exchange for 100% of the equity interests of EB Corp, formerly a direct wholly owned subsidiary of EB LLC, which held EchoStar's business of
providing online video delivery and satellite video delivery for broadcasters and pay-TV operators, including satellite uplinking/downlinking,
transmission services, signal processing, conditional access management and other services (the "Uplinking Businesses") ((i) and (ii) collectively,
the "Share Exchange"). The Share Exchange has been structured in a manner to be a tax-free exchange for each of EchoStar and DISH and their
respective subsidiaries. Subsequent to the Share Exchange, EB LLC merged with and into HSS. As a result of the Share Exchange, the EchoStar
Tracking Stock and the HSS Tracking Stock were retired and all agreements, arrangements and policy statements with respect to the Tracking
Stock were terminated and are of no further effect.
Prior to consummation of the Share Exchange, EchoStar completed steps necessary for the transferring assets and liabilities to be owned by ET
Corp and EB Corp and their respective subsidiaries. As part of these steps, HSS issued additional shares of common stock to a subsidiary of
EchoStar Corporation and such shares were then distributed as a dividend to EchoStar Corporation.
Certain data center assets within the Uplinking Businesses were not included in the Share Exchange and, following the consummation of the Share
Exchange, are owned by us. Cheyenne Data Center L.L.C., our subsidiary holding such data center assets, has been added as an additional
guarantor under the indentures governing the Old Notes, the 6 1/2% Senior Secured Notes due 2019 (the "2011 Secured Notes") and the 7 5/8%
Senior Notes due 2021 (the "2011 Unsecured Notes," and together with the 2011 Secured Notes, the "2011 Notes") and as an additional pledgor of
collateral under the indentures governing the Old Secured Notes, the Secured Notes and the 2011 Secured Notes and related security agreement.
In connection with the Share Exchange, EchoStar Corporation and DISH and certain of their subsidiaries (i) entered into certain customary
agreements covering, among other things, matters relating to taxes, employees, intellectual property and the provision of transitional services, (ii)
terminated certain previously existing agreements, and (iii) entered into agreements for new transactions pursuant to which EchoStar and DISH
and certain of their respective subsidiaries, including HSS, will obtain certain products, services and rights from each other.
6
Table of Contents
ECHOSTAR CORPORATION CORPORATE STRUCTURE
The diagram below depicts, in simplified form, the corporate structure of EchoStar*:
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
Neither EchoStar Corporation nor any of its subsidiaries (other than HSS and its domestic subsidiaries that are Restricted Subsidiaries)
will have any obligations or liability with respect to the Notes at any time.
* The diagram reflects EchoStar's general corporate structure after giving effect to the consummation of the Share Exchange.
________________________________________________________________________________
Our principal executive offices are located at 100 Inverness Terrace East, Englewood, Colorado 80112, and our telephone number is (303) 706-
4000.
7
Table of Contents
THE EXCHANGE OFFER
The exchange offer relates to the exchange of up to $750,000,000 aggregate principal amount of outstanding 5.250% Senior Secured Notes due
2026 and up to $750,000,000 aggregate principal amount of outstanding 6.625% Senior Notes due 2026, for an equal aggregate principal amount
of the Secured Notes and the Unsecured Notes, respectively. The form and terms of the Secured Notes and the Unsecured Notes are identical in all
material respects to the form and terms of the corresponding outstanding Old Secured Notes and Old Unsecured Notes, respectively, 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 Secured Notes that we have
registered under the Securities Act for each $1,000 principal amount of outstanding Old
Secured Notes, and $1,000 principal amount of our Unsecured Notes that we have registered
under the Securities Act for each $1,000 principal amount of outstanding Old Unsecured
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 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.
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
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 May 11, 2017, 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
If you are the beneficial owner of Old Notes and you registered your Old Notes in the name
owners
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 OfferHow 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.

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

8
Table of Contents
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. We will pay
all of our expenses incident to the exchange offer.

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).

9
Table of Contents
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document
THE NOTES
The exchange offer applies to $750,000,000 aggregate principal amount of 5.250% Senior Secured Notes due 2026 and $750,000,000 aggregate
principal amount of 6.625% Senior Notes due 2026. The form and terms of the Secured Notes and the Unsecured Notes are identical in all material
respects to the form and terms of the corresponding outstanding Old Secured Notes and Old Unsecured Notes, respectively, 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 respective indentures governing the Notes. See "Description of the Secured Notes" and "Description of the Unsecured Notes." As
used in this summary of the Notes, "subsidiaries" refers to our direct and indirect subsidiaries, and the terms "HSS," the "Company," the "Issuer,"
"we," "us," "our" or similar terms refer only to Hughes Satellite Systems Corporation and not to any of our subsidiaries.
Issuer
Hughes Satellite Systems Corporation.
Notes Offered
$750,000,000 aggregate principal amount of 5.250% Senior Secured
Notes due 2026; and
$750,000,000 aggregate principal amount of 6.625% Senior Notes due
2026.
Maturity
Secured Notes: August 1, 2026
Unsecured Notes: August 1, 2026
Interest Payment Dates
February 1 and August 1 of each year, starting on August 1, 2017
Security
The Secured Notes and related subsidiary guarantees will be secured by
first-priority Liens (as defined herein) on substantially all existing and
future tangible and intangible assets of HSS and the guarantors, subject to
certain excluded assets and permitted liens (as further defined herein, the
"Collateral"). Certain other pari passu lien obligations incurred after
issuance may share in the Collateral equally and ratably with the Old
Secured Notes, the Secured Notes and the guarantees thereof. In addition,
the 2011 Secured Notes (as defined herein) and the guarantees thereof
share in the Collateral equally and ratably with the Secured Notes, the
Old Secured Notes and the guarantees thereof. As of December 31, 2016,
there were $990.0 million aggregate principal amount of the 2011 Secured
Notes outstanding.
For more information, see "Description of the Secured Notes --
Security."
It is possible that the Company and its subsidiaries may transfer or license
all or a portion of their existing and future patents to one or more third
parties, including EchoStar Corporation or a subsidiary of EchoStar
Corporation other than the Company or its Restricted Subsidiaries (as
defined herein). Any such transfer or license would be conducted in
accordance with the terms of the indentures governing the Notes and the
security agreement relating to the Secured Notes. If such transaction were
to consist of a transfer, by sale or otherwise, any such patents would no
longer form part of the Collateral with respect to the Secured Notes.
10
Table of Contents
Ranking
The Notes are HSS' senior indebtedness, and rank pari passu in right of
payment with all of its existing and future senior debt.
https://www.sec.gov/Archives/edgar/data/1533758/000153375817000031/a424b3_finalxprospectusx04.htm[4/13/2017 10:09:02 AM]

Document Outline

#1">
- #1">