ECHOSTAR CORPORATION (NASDAQ:SATS) Files An 8-K Completion of Acquisition or Disposition of Assets

On February 28, 2017, EchoStar Corporation (EchoStar) completed
the previously announced share exchange (the Share Exchange)
whereby (i) EchoStar has received all of the shares of EchoStar
Tracking Stock (defined below) owned by DISH Network L.L.C.
(DNLLC), a wholly-owned subsidiary of DISH Network Corporation
(DISH), in exchange for 50% of the equity interests of EchoStar
Technologies Holding Corporation (ET Corp), formerly a direct
wholly-owned subsidiary of EchoStar, which held that portion of
the EchoStar 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
market, and (c) included EchoStars over-the-top, Streaming Video
on Demand platform business, which includes assets acquired from
Sling TV Holding L.L.C. (formerly DISH Digital Holding L.L.C.)
and primarily provided support services to DISHs Sling TV
operations, and (ii) EchoStar Broadcasting Holding Parent L.L.C.
(EB LLC), formerly an indirect subsidiary of EchoStar and a
direct wholly owned subsidiary of Hughes Satellite Systems
Corporation (HSS), received all of the shares of HSS Tracking
Stock (defined below) owned by DISH Operating L.L.C. (DOLLC), a
wholly-owned subsidiary of DISH, in exchange for 50% of the
equity interests of EchoStar Broadcasting Holding Corporation (EB
Corp), formerly a direct wholly owned subsidiary of EB LLC, which
held EchoStars 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 Share Exchange was 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.

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 and such shares were then
distributed as a dividend to EchoStar. Certain data center assets
were not included in the Share Exchange and remained owned by EB
LLC and will be pledged as collateral to support HSSs obligations
under its indentures.

In March 2014, EchoStar and its subsidiary HSS each issued shares
of preferred stock (the EchoStar Tracking Stock and HSS Tracking
Stock, respectively, and together, the Tracking Stock) to DNLLC
and DOLLC, respectively. The Tracking Stock tracked the economic
performance of the residential retail satellite broadband
business of our Hughes segment, including certain operations,
assets and liabilities attributed to such business (collectively,
the Hughes Retail Group or HRG), and represented in the aggregate
an 80.0% economic interest in the Hughes Retail Group (the
EchoStar Tracking Stock represented a 51.89% economic interest in
the Hughes Retail Group and the HSS Tracking Stock represented a
28.11% economic interest in the Hughes Retail Group). As a result
of the Share Exchange, the Tracking Stock has been retired and
all agreements, arrangements and policy statements with respect
to the Tracking Stock have been terminated and are of no further
effect.

In connection with the Share Exchange, EchoStar and DISH and
certain of their subsidiaries (i) have 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 to which EchoStar and DISH will obtain
certain products, services and rights from each other.

A substantial majority of the voting power of EchoStar and DISH
is owned beneficially by Charles W. Ergen, EchoStars Chairman,
and by certain trusts established by Mr. Ergen for the benefit of
his family. In addition, EchoStar and DISH and their subsidiaries
are parties to certain agreements to which they obtain certain
products, services and rights from each other. For more
information, see Note 19 to the consolidated financial statements
in EchoStars Annual Report on Form 10-K for the year ended
December 31, 2016.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March 1, 2017, EchoStar filed with the Secretary of State of
the State of Nevada, a Certificate of Withdrawal of Certificate
of Designation with respect to the EchoStar Tracking Stock. The
Certificate of Withdrawal, which was effective upon filing,
eliminated from the Articles of Incorporation of EchoStar all
matters set forth in EchoStars

Certificate of Designation with respect to the EchoStar Tracking
Stock. The information set forth under Item 2.01 Completion of
Acquisition or Disposition of Assets is incorporated herein by
reference. A copy of the Certificate of Withdrawal of Certificate
of Designation is attached hereto as Exhibit 3.1 and incorporated
herein by reference.

On March 1, 2017, HSS filed with the Secretary of State of the
State of Colorado, Articles of Amendment to its Articles of
Incorporation, effective upon filing, cancelling the designation
of the HSS Tracking Stock and all matters set forth in HSSs
Articles of Incorporation with respect to the HSS Tracking Stock.
The information set forth under Item 2.01 Completion of
Acquisition or Disposition of Assets is incorporated herein by
reference. A copy of the Articles of Amendment is attached hereto
as Exhibit 3.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated
financial information of EchoStar prepared in accordance with
Article 11 of Regulation S-X is filed as Exhibit 99.1 hereto and
is incorporated herein by reference:

(d) Exhibits

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995

This document and the exhibits thereto may contain statements
that are forward looking, as that term is defined by the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are based on managements beliefs, as well as
assumptions made by, and information currently available to,
management. When used in this report, the words believe,
anticipate, estimate, expect, intend, project, plans, and similar
expressions and the use of future dates are intended to identify
forward looking statements. Although management believes that the
expectations reflected in these forward looking statements are
reasonable, it can give no assurance that these expectations will
prove to have been correct. You are cautioned not to place undue
reliance on any forward-looking statements, which speak only as
of the date made. These statements are subject to certain risks,
uncertainties, and assumptions. See Risk Factors in EchoStars
Annual Report on Form 10-K for the year ended December 31, 2016
filed with the Securities and Exchange Commission (the SEC) and
in the other documents EchoStar files with the SEC from time to
time. The forward-looking statements speak only as of the date
made, and EchoStar expressly disclaims any obligation to update
these forward-looking statements.