26th Jun 2018 11:05
FORM 8 (OPD)
Clarification - the substantive disclosures in the Opening Position Disclosure (OPD) released by EchoStar Corporation on 22 June 2018 remain unchanged. However, the Takeover Panel has requested that the information contained in the OPD be disclosed in different formats in two separate forms; one dealing with relevant securities of the offeror and one with relevant securities of the offeree.
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | EchoStar Corporation ("EchoStar") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | EchoStar |
(d) Is the discloser the offeror or the offeree? | Offeror |
(e) Date position held: The latest practicable date prior to the disclosure | 21 June 2018 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | Yes - Inmarsat plc. See separate Form 8 (OPD).
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2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| None | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | - | Nil | - |
(2) Cash-settled derivatives:
| Nil | - | Nil | - |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | - | Nil | - |
TOTAL: | Nil | - | Nil | - |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | None |
Details, including nature of the rights concerned and relevant percentages: | None |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
a) Interests held beneficially by Charles W. Ergen, his family and/or trusts for the benefit of his family
(1) Beneficially held by various family members presumed by the Takeover Panel to be acting in concert with Mr. Ergen. These shares are not deemed to be beneficially owned or reported by Mr. Ergen under United States securities laws.
b) Interests in relevant securities and stock options held by Directors of EchoStar (excluding Charles W. Ergen set out above)
The Directors of EchoStar (excluding Mr. Ergen) hold beneficially under United Kingdom takeover disclosure laws the following shares of EchoStar Class A common stock. Such Directors do not hold beneficially under United Kingdom takeover disclosure laws any shares of EchoStar Class B common stock. For details regarding options held by Directors of EchoStar to acquire any securities of EchoStar please see the Appendix.
c) Interests in relevant securities and stock options held by other concert parties (to the extent known)
William R. Gouger[1]
All percentages are based on EchoStar's issued share capital held outstanding of treasury as at June 8, 2018. |
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None |
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
Certain of the EchoStar directors may from time to time be party to Rule 10b5-1 arrangements with their brokers that are customary among United States public companies and permitted by the United States Securities and Exchange Commission. These arrangements provide for automatic exercises and/or sales of EchoStar securities by such persons on the basis of pre-established conditions and terms. |
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | No |
Supplemental Form 8 (SBL) | No |
| Date of disclosure: | 26 June 2018 |
| Contact name: | Dean A. Manson Executive Vice President, General Counsel and Secretary EchoStar Corporation
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| Telephone number: | 301-428-5500 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Appendix to EchoStar Corporation's Public Opening Position Disclosure
Director | Type of Derivative Security | Title of Security Underlying Derivative Security | Number Outstanding | Exercise Price | Grant Date | Expiration Date | Vested | Unvested |
|
Michael T. Dugan | Stock Option | Class A Common Stock | 410,306 | $20.14 | 31/12/2009 | 31/12/2019 | 410,306 | - |
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Michael T. Dugan | Stock Option | Class A Common Stock | 250,000 | $34.22 | 31/12/2012 | 31/12/2022 | 250,000 | - |
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TOTAL |
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| 660,306 |
|
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| 660,306 | - |
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Anthony M. Federico | Stock Option | Class A Common Stock | 5,000 | $39.11 | 30/06/2013 | 30/06/2018 | 5,000 | - |
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Anthony M. Federico | Stock Option | Class A Common Stock | 5,000 | $52.50 | 01/01/2015 | 01/01/2020 | 5,000 | - |
|
Anthony M. Federico | Stock Option | Class A Common Stock | 5,000 | $49.29 | 01/07/2015 | 01/07/2020 | 5,000 | - |
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Anthony M. Federico | Stock Option | Class A Common Stock | 5,000 | $39.69 | 01/07/2016 | 01/07/2021 | 5,000 | - |
|
Anthony M. Federico | Stock Option | Class A Common Stock | 5,000 | $60.70 | 01/07/2017 | 01/07/2022 | 5,000 | - |
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TOTAL |
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| 25,000 |
|
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| 25,000 | - |
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Pradman P. Kaul | Stock Option | Class A Common Stock | 80,000 | $43.94 | 01/04/2016 | 01/04/2026 | 20,000 | 60,000 |
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TOTAL |
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| 80,000 |
|
|
| 20,000 | 60,000 |
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Appendix Cont.
Director | Type of Derivative Security | Title of Security Underlying Derivative Security | Number Outstanding | Exercise Price | Grant Date | Expiration Date | Vested | Unvested |
|
Tom A. Ortolf | Stock Option | Class A Common Stock | 5,000 | $52.50 | 01/01/2015 | 01/01/2020 | 5,000 | - |
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Tom A. Ortolf | Stock Option | Class A Common Stock | 5,000 | $49.29 | 01/07/2015 | 01/07/2020 | 5,000 | - |
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Tom A. Ortolf | Stock Option | Class A Common Stock | 5,000 | $39.69 | 01/07/2016 | 01/07/2021 | 5,000 | - |
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Tom A. Ortolf | Stock Option | Class A Common Stock | 5,000 | $60.70 | 01/07/2017 | 01/07/2022 | 5,000 | - |
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TOTAL |
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| 20,000 |
|
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| 20,000 | - |
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C. Michael Schroeder | Stock Option | Class A Common Stock | 5,000 | $52.50 | 01/01/2015 | 01/01/2020 | 5,000 | - |
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C. Michael Schroeder | Stock Option | Class A Common Stock | 5,000 | $49.29 | 01/07/2015 | 01/07/2020 | 5,000 | - |
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C. Michael Schroeder | Stock Option | Class A Common Stock | 5,000 | $39.69 | 01/07/2016 | 01/07/2021 | 5,000 | - |
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C. Michael Schroeder | Stock Option | Class A Common Stock | 5,000 | $60.70 | 01/07/2017 | 01/07/2022 | 5,000 | - |
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TOTAL |
|
| 20,000 |
|
|
| 20,000 | - |
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|
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|
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William D. Wade | Stock Option | Class A Common Stock | 10,000 | $56.95 | 01/04/2017 | 01/04/2022 | 10,000 | - |
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William D. Wade | Stock Option | Class A Common Stock | 5,000 | $60.70 | 01/07/2017 | 01/07/2022 | 5,000 | - |
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TOTAL |
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| 15,000 |
|
|
| 15,000 | - |
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[1] Mr. Gouger's personal holding is set out below. Any interests beneficially owned as trustee or trust officer are disclosed in 3(a) above.
Related Shares:
Inmarsat