Obligation DISH Network 5.875% ( US25470XAW56 ) en USD

DISH Network

97.8 % ▼

Etats-unis

US25470XAW56 ( en USD )

5.875% par an ( paiement semestriel )

14/11/2024 - Obligation échue

Prospectus brochure de l'obligation DISH DBS US25470XAW56 en USD 5.875%, échue

25470XAW5

CCC- ( Défaut imminent, avec quelques espoirs de recouvrement )

Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement )

DISH DBS est un fournisseur américain de télévision par satellite offrant une large gamme de chaînes, des forfaits internet et des services de téléphonie.

L'Obligation émise par DISH Network ( Etats-unis ) , en USD, avec le code ISIN US25470XAW56, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2024

L'Obligation émise par DISH Network ( Etats-unis ) , en USD, avec le code ISIN US25470XAW56, a été notée Caa3 ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Moody's.

L'Obligation émise par DISH Network ( Etats-unis ) , en USD, avec le code ISIN US25470XAW56, a été notée CCC- ( Défaut imminent, avec quelques espoirs de recouvrement ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 a14-25972_1424b3.htm 424B3
Table of Contents

Filed pursuant to Rule 424(b)(3)
Registration No. 333-201051

PROSPECTUS

DISH DBS CORPORATION

Offer to Exchange up to $2,000,000,000 aggregate principal amount of new
5.875% Senior Notes due 2024
which have been registered under the Securities Act of 1933,
for any and all of its outstanding 5.875% Senior Notes due 2024
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 January 29, 2015,
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 5.875% Senior Notes due 2024 for all of our outstanding 5.875% Senior Notes due 2024. We refer to our outstanding 5.875% Senior
Notes due 2024 as the "Old Notes" and the new 5.875% Senior Notes due 2024 issued in this offer as the "Notes". The Notes are substantially
identical to the Old Notes that we issued on November 20, 2014, except for certain transfer restrictions and registration rights provisions relating to
the Old Notes. The CUSIP numbers for the Old Notes are 25470X AV7 and U25486 AL2.

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 12 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 December 30, 2014.

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Table of Contents

TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION
i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
1
SUMMARY
4
RISK FACTORS
12
BUSINESS
34
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
46
THE EXCHANGE OFFER
66
DESCRIPTION OF THE NOTES
72
CAPITALIZATION
109
DESCRIPTION OF MATERIAL INDEBTEDNESS
110
REGISTRATION RIGHTS
111
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER
113
BENEFIT PLAN INVESTOR CONSIDERATIONS
114
BOOK-ENTRY, DELIVERY AND FORM
115
PLAN OF DISTRIBUTION
117
VALIDITY OF THE NOTES
118
EXPERTS
118
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
118
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-61

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.

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 January 22, 2015.

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"), are each subject to the reporting and informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") and accordingly file reports, proxy statements 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 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 Affecting Our Business

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

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

·
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.

·
Sustained economic weakness, including continued high unemployment and reduced consumer spending, 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.

·
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 Affecting Our Business

·
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 lose access to this programming, our gross

new subscriber activations may decline and our subscriber churn may increase.

·
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 could disrupt or harm our business.

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

our new set-top boxes and certain related components, to provide a majority of our transponder capacity, and to provide digital broadcast
operations and other services to us. 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.

·
We operate in an extremely competitive environment and our success may depend in part on our timely introduction and implementation

of, and effective investment in, new competitive products and services, the failure of which could negatively impact our business.

·
Technology in our industry changes rapidly and our inability to offer new subscribers and upgrade existing subscribers with more

advanced equipment could cause our products and services to become obsolete.

·
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 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 business.

·
Our 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 insurance for any of the in-orbit satellites that we use, other than certain satellites leased from third

parties, and could face significant impairment charges if one of our satellites fails.

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

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

Acquisition and Capital Structure Risks Affecting Our Business

·
Our parent, DISH Network, made substantial investments to acquire certain 700 MHz, AWS-4 and H Block wireless spectrum licenses

and other related assets. DISH Network 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 commercialize its licenses and related assets
and if it decides to acquire additional licenses and related assets.

·
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.

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

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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.

Legal and Regulatory Risks Affecting Our Business

·
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 involves regulatory risk.

·
Changes in the Cable Act of 1992 (the "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 non-discriminatory 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.

·
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.

·
There can be no assurance that there will not be deficiencies leading to material weaknesses in our internal control over financial

reporting.

·
We may face other risks described from time to time in periodic and current reports we file with the 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.

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 12.

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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 the context otherwise requires. "DISH Network" refers to DISH Network Corporation, our ultimate parent company,
and its subsidiaries, including us, unless otherwise stated or the context otherwise requires. "EchoStar" refers to EchoStar Corporation and its
subsidiaries, unless otherwise stated or the context otherwise requires. This summary highlights selected information contained in greater detail
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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 operate the DISH® branded pay-TV service ("DISH"), which had 14.041 million subscribers in the United States as of September 30,
2014.

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.

·
High-Quality Products. We offer a wide selection of local and national programming, featuring more national and local HD channels than

most pay-TV providers. We have been a technology leader in our industry, introducing award-winning DVRs, dual tuner receivers,
1080p video on demand, and external hard drives. To maintain and enhance our competitiveness over the long term, we introduced the
Hopper® set-top box during the first quarter 2012, which a consumer can use, at his or her option, to view live or recorded programming
in HD in multiple rooms. During the first quarter 2013, we introduced our next generation Hopper set-top box, which promotes a suite of
integrated features and functionality designed to maximize the convenience and ease of watching TV anytime and anywhere, which we
refer to as DISH AnywhereTM that includes, among other things, online access and Slingbox "placeshifting" technology. In addition, the
next generation Hopper has several innovative features that a consumer can use, at his or her option, to watch and record television
programming through certain tablet computers and combines program-discovery tools, social media engagement and remote-control
capabilities through the use of certain tablet computers and smart phones. During the first quarter 2014, we introduced the Super JoeyTM
receiver. A consumer can use, at his or her option, the Super Joey combined with the Hopper to record up to eight shows at the same
time.

·
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.

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 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 its 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 DISH Network 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 March 2014, we paid a dividend of $650 million to DISH Orbital Corporation ("DOC"), a direct
subsidiary of DISH Network and our direct parent company, in connection with, among other things, the funding of certain payments by DISH
Network related to its winning bid for all 176 wireless spectrum licenses in the H Block auction.

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On October 1, 2014, we repaid the remaining balance of $900 million of our 65/8% Senior Notes due 2014 that matured on the same day. On
October 14, 2014, we paid a dividend of $1.5 billion to DOC in connection with, among other things, DISH Network's general corporate purposes.

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. Following the Spin-off, DISH Network and EchoStar have operated as separate
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publicly-traded companies and, except for certain tracking stock that we hold in EchoStar, neither entity has any ownership interest in the other.
However, a substantial majority of the voting power of the shares of both companies is owned beneficially by Charles W. Ergen, our Chairman,
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 is a supplier of a majority of our transponder capacity and
related services to us.

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. 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, except as
specifically described under the caption "Incorporation of Certain Documents by Reference."

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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 5.875% Senior Notes due 2024,
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 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 January 29, 2015, 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 of a broker or
owners
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.

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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."

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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 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 5.875% Senior Notes due 2024. 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 5.875% Senior Notes due 2024.

Maturity
November 15, 2024.

Interest Payment Dates
Semi-annually, on May 15 and November 15 of each year, starting on May 15, 2015.

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 debt to the extent of the value of the assets securing such
debt. As of September 30, 2014, after giving effect to the issuance of the Old Notes and the Notes and the
full repayment of our 65/8% Senior Notes due 2014 that matured and were repaid on October 1, 2014, the
Notes would have ranked equally with approximately $12.25 billion of our other unsecured debt.

Guarantees
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
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guarantors. The guarantees will effectively rank junior to any existing and future secured debt of the
guarantors to the extent of the value of the assets securing such debt. 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 each case, 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, prior to November 15, 2017, at a purchase price equal to
105.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, as of
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--Change of Control Offer" for further information regarding the conditions that would apply if we
must offer holders this repurchase right.

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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 significantly 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 November 20, 2014;

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

declared effective by the SEC within 270 days of November 20, 2014; and

· to use our reasonable best efforts to cause the exchange offer to be consummated within 315

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days of November 20, 2014.

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.

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.

Governing Law
The Indenture is, and the Notes will be, governed by the laws of the State of New York.

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Summary Historical Consolidated Financial Data

We derived the following summary historical consolidated financial data for the five years ended December 31, 2013 from our audited
consolidated financial statements. The following tables also present summary unaudited consolidated financial data for the nine months ended
September 30, 2013 and 2014. In our opinion, the interim data presented below reflects all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the data for such interim periods. Operating results for interim periods are not necessarily indicative of the
results that may be expected for a full year.

You should read this data in conjunction with, and it is qualified by reference to, the sections entitled "Management's Narrative Analysis of
Results of Operations," our consolidated financial statements and the notes thereto, and the other financial information in this prospectus and in our
Annual Report on Form 10-K for the year ended December 31, 2013 and our Quarterly Reports on Form 10-Q for the quarter ended March 31,
2014, the quarter ended June 30, 2014 and the quarter ended September 30, 2014, which are incorporated by reference herein.

For the Nine
Months Ended
For the Years Ended December 31,
September 30,

2009
2010
2011
2012
2013
2013
2014

(dollars in millions)
(unaudited)

Statements of Operations Data:

Total revenue
$
11,663
$
12,636
$
13,060
$
13,152
$
13,696
$
10,230
$
10,694

Operating income
1,389
1,944
2,950
1,393
2,128
1,609
1,426

Net income attributable to DISH DBS
604
949
1,526
484
825
627
536

As of September 30,
2014

(dollars in millions)
(unaudited)

Balance Sheet Data:

Cash, cash equivalents and current marketable investment securities
$
8,222

Total assets
13,707

Long-term debt and capital lease obligations
13,351

Total stockholder's equity (deficit)
$
(4,525)

As of or
for the Nine
Months Ended
As of or for the Years Ended December 31,
September 30,

2009
2010
2011
2012
2013
2013
2014

(dollars in millions)
(unaudited)

Other Data:

DISH® subscribers (000's)
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