Obligation DISH DBS Corp 5.875% ( US25470XAJ46 ) en USD

DISH DBS Corp

101.18 % ⇌

Etats-unis

US25470XAJ46 ( en USD )

5.875% par an ( paiement semestriel )

14/07/2022 - Obligation échue

Prospectus brochure de l'obligation DISH DBS Corp US25470XAJ46 en USD 5.875%, échue

2 000 USD

1 998 000 000 USD

25470XAJ4

B- ( Très spéculatif )

B2 ( Très spéculatif )

L'Obligation émise par DISH DBS Corp ( Etats-unis ) , en USD, avec le code ISIN US25470XAJ46, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2022

L'Obligation émise par DISH DBS Corp ( Etats-unis ) , en USD, avec le code ISIN US25470XAJ46, a été notée B2 ( Très spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par DISH DBS Corp ( Etats-unis ) , en USD, avec le code ISIN US25470XAJ46, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 a12-15030_1424b3.htm 424B3
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-182349

PROSPECTUS

DISH DBS CORPORATION

Offer to Exchange up to $900,000,000 aggregate principal amount of new
4.625% Senior Notes due 2017 and
up to $2,000,000,000 aggregate principal amount of new 5.875% Senior Notes due 2022,
which have been registered under the Securities Act of 1933,
for any and all of its outstanding 4.625% Senior Notes due 2017 and 5.875% Senior Notes due 2022, 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 October 9, 2012,
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 4.625% Senior Notes due 2017 for all of our outstanding 4.625% Senior Notes due 2017 and our new 5.875%
Senior Notes due 2022 for all of our outstanding 5.875% Senior Notes due 2022. We refer to our outstanding 4.625% Senior Notes
due 2017, which we issued in an aggregate principal amount of $900,000,000 on May 16, 2012, as the "Old 2017 Notes," our
outstanding 5.875% Senior Notes due 2022, which we issued in an aggregate principal amount of $1,000,000,000 on May 16, 2012
and in an additional aggregate principal amount of $1,000,000,000 on July 26, 2012, as the "Old 2022 Notes" (together with the Old
2017 Notes, the "Old Notes"), the new 4.625% Senior Notes due 2017 issued in this offer as the "2017 Notes" and the new 5.875%
Senior Notes due 2022 issued in this offer as the "2022 Notes" (together with the 2017 Notes, the "Notes" and each, a "series of the
Notes"). We also refer to our Old Notes issued on May 16, 2012 as the "Old Initial Notes," our Old 2022 Notes issued on July 26,
2012 as the "Old Additional Notes," the Notes issued in this offer in exchange for the Old Initial Notes as the "New Initial Notes"
and the 2022 Notes issued in this offer in exchange for the Old Additional Notes as the "New Additional Notes."

The 2017 Notes and the 2022 Notes are substantially identical to the Old 2017 Notes and the Old 2022 Notes, respectively, except
for certain transfer restrictions and registration rights provisions relating to the Old Notes. The CUSIP numbers for the Old 2017
Notes are 25470X AF2 and U25486 AD0. The CUSIP numbers for the Old 2022 Notes are 25470X AG0 and U25486 AE8.

MATERIAL TERMS OF THE EXCHANGE OFFER

·
You will receive an equal principal amount of 2017 Notes for all Old 2017 Notes that you validly tender and do not validly

withdraw, and an equal principal amount of 2022 Notes for all Old 2022 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 2017 Notes and the 2022 Notes are substantially identical to those of the Old 2017 Notes and the Old 2022

Notes, respectively, 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
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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 10, 2012.

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TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION
i
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
1
SUMMARY
4
RISK FACTORS
12
BUSINESS
31
MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
39
THE EXCHANGE OFFER
62
DESCRIPTION OF THE NOTES
69
CAPITALIZATION
106
DESCRIPTION OF MATERIAL INDEBTEDNESS
107
REGISTRATION RIGHTS
108
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER
110
BENEFIT PLAN INVESTOR CONSIDERATIONS
111
BOOK-ENTRY, DELIVERY AND FORM
112
PLAN OF DISTRIBUTION
115
VALIDITY OF THE NOTES
116
EXPERTS
116
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
116
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
F-1
INDEX TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
F-48

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 October 1, 2012.

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

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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" within the meaning of the Private Securities Litigation Reform Act of 1995 throughout this
prospectus, including the documents incorporated herein by reference. Whenever you read a statement that is not simply a statement
of historical fact (such as when we describe what we "believe," "intend," "plan," "estimate," "expect" or "anticipate" will occur,
and other similar statements), you must remember that our expectations may not be achieved, even though we believe they are
reasonable. We do not guarantee that any future transactions or events described in this prospectus will happen as described or that
they will happen at all. You should read this prospectus in its entirety and with the understanding that actual future results may be
materially different from what we expect. Whether actual events or results will conform to our expectations and predictions is subject
to a number of risks and uncertainties. The risks and uncertainties include, but are 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 matures, 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.

·
Economic weakness, including higher 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 foreign language programming that may limit our ability to

maintain our foreign language programming subscriber base.

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 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 subscriber churn may increase.

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

·
Any failure or inadequacy of our information technology infrastructure could harm our business.

·
We depend on EchoStar and its subsidiaries, to design, develop and manufacture all of our new set-top boxes and certain

related components, and to provide transponder capacity, 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.

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·
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 sole 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 DISH services that represent a significant percentage of our total gross new

subscriber activations.

·
Our local programming strategy faces uncertainty because we may not be able to obtain necessary retransmission consent

agreements at acceptable rates from local network stations.

·
We have limited owned and leased satellite capacity and failures or reduced capacity could adversely affect our 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 have commercial insurance coverage on the satellites we use 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 a substantial investment to acquire certain wireless spectrum licenses and other assets

from DBSD North America Inc. ("DBSD North America") and TerreStar Networks, Inc. ("TerreStar"). These licenses are
subject to a pending Federal Communications Commission ("FCC") proposed rulemaking proceeding, the outcome and
timing of which DISH Network cannot predict. Depending, among other things, upon the outcome and timing of this
regulatory proceeding, DISH Network will be required to make significant additional investments or partner with others to
commercialize these assets.

·
Our parent, DISH Network, made a substantial investment to acquire certain 700 MHz wireless spectrum licenses and will

be required to make significant additional investments or partner with others to commercialize these licenses.

·
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.

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

Legal and Regulatory Risks Affecting Our Business

·
If Voom prevails in its breach of contract suit against us, we could be required to pay substantial damages, which would

have a material adverse affect on our financial position and results of operations.

·
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.

·
Increased distribution of video content via the Internet could expose us to regulatory risk.

·
We depend on the Cable Act for access to programming from cable-affiliate 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 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 herein should be read as being applicable to all forward-looking statements wherever they appear.
Investors should consider the risks described 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 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," "DDBS" 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 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."

DISH DBS Corporation

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

We operate the DISH® branded pay-TV service, which had 14.061 million subscribers in the United States as of June 30, 2012.

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 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, or by certain trusts
established by Mr. Ergen for the benefit of his family. Mr. Ergen is also Chairman of EchoStar.

Our business strategy is to be the best provider of video services in the United States by providing high-quality products,
outstanding customer service, and great value. We promote the DISH® branded pay-TV service as providing our subscribers with a
better "price-to-value" relationship than those available from other subscription television providers. We believe that there
continues to be unsatisfied demand for high quality, reasonably priced television programming 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 recently introduced a new whole-home HD DVR receiver, the HopperTM, that, among other things, allows
recorded programming to be viewed in HD in multiple rooms. We are also promoting a suite of integrated products designed
to maximize the convenience and ease of watching TV anytime and anywhere, which we refer to as TV EverywhereTM, which
utilizes, among other things, online access and Slingbox "placeshifting" technology.

·
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 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 $900,000,000 aggregate principal amount of outstanding 4.625% Senior
Notes due 2017 and up to $2,000,000,000 aggregate principal amount of outstanding 5.875% Senior Notes due 2022, for an equal
aggregate principal amount of the 2017 Notes and the 2022 Notes, respectively. The form and terms of the 2017 Notes and the 2022
Notes are identical in all material respects to the form and terms of the corresponding outstanding Old 2017 Notes and Old 2022
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 2017 Notes that we have registered
under the Securities Act for each $1,000 principal amount of outstanding Old 2017 Notes, and
$1,000 principal amount of our 2022 Notes that we have registered under the Securities Act for
each $1,000 principal amount of outstanding Old 2022 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 October 9, 2012, 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 agreements we entered into as part of the offerings of the Old Initial Notes and the Old
Additional Notes, respectively.

Special procedures for
If you are the beneficial owner of Old Notes and you registered your Old Notes in the name of a
beneficial owners
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.

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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."

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

United States federal income tax

considerations of the exchange
An exchange of Old Notes for Notes should not be subject to United States federal income tax.
offer
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, Wells Fargo Bank, National Association at MAC -
N9303-121, Corporate Trust Operations, P.O. Box 1517, Minneapolis, Minnesota 55480-1517.
For more information with respect to the exchange offer, you may call the Exchange Agent at
(800) 344-5128; the fax number for the Exchange Agent is (612) 667-6282 (Attention:
Bondholder Communications).

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