Dish Network Acquires Assets of Terrestar Networks

DISH Network Corporation (NasdaqGS: DISH - News), the second largest satellite TV operator in the US (“DISH”), was successful in its bid of US$1.375 billion in the bankruptcy court auction for substantially all of the assets of TerreStar Networks Inc. (“TerreStar”) on July 7, 201. TerreStar offered wireless services over a satellite network.

TerreStar and its affiliates filed for Chapter 11 protection in the United States Bankruptcy Court for the Southern District of New York on October 19, 2010, having over US$1 billion in debt. On October 21, 2010, the Ontario Superior Court of Justice recognized the US bankruptcy proceeding as the “foreign main proceeding” and Deloitte & Touche Inc. was appointed Information Officer. EchoStar Corporation (“EchoStar”), TerreStar's largest creditor, provided a US$75 million DIP financing facility during TerreStar's bankruptcy. TerreStar asked the United States Bankruptcy Court to approve an auction procedure for the sale of substantially all of the assets of TerreStar, which was approved by the Court on May 4, 2011.

On June 14, 2011, DISH submitted a US$1.375 billion stalking horse bid that included the assumption of certain liabilities by DISH in exchange for substantially all of TerreStar's assets in the US and Canada. On July 7, 2011, Judge Sean Lane of the United States Bankruptcy Court approved the sale to DISH and, on July 11, 2011, the sale was recognized by Justice Morawetz of the Ontario Superior Court of Justice. The transaction was unique in that DISH agreed to advance, and did advance, approximately 97 per cent of the purchase price prior to the transaction receiving Canadian and US regulatory approval and for being one of the first deals under the new liberalized rules for foreign ownership of Canadian satellites. DISH completed its acquisition of TerreStar on March 9, 2012.

DISH was represented by Goodmans LLP in Canada with a team led by Brendan O'Neill (corporate restructuring) that included John Uhren (corporate restructuring); Michael Koch (communications); Joel Schachter (Investment Canada); Richard Annan (competition); Glenn Ernst (tax); Jana Steele (pensions) and John Connon and Gail Jaffe (corporate); and in the US by Willkie Farr & Gallagher LLP with a team that included Rachel Strickland, Matthew Feldman, Andrew Sorkin and Daniel Forman (business reorganization and restructuring); William Gump and Kenneth Sicklick (corporate) and Richard Reinhold and Michael Hilkin (tax); and by Steptoe & Johnson LLP with a team that included Pantelis Michalopoulos and Christopher Bjornson (telecommunications law and regulation).

TerreStar was represented by Fraser Milner Casgrain LLP in Canada with a team led by Ryan Jacobs(insolvency and restructuring) that included Kirsten Embree (communications); Michael Wunder (insolvency and restructuring); Susan Paul (competition); Matt Peters (tax); Ted Shoub (corporate); Mary Picard (pensions) and Jarvis Hétu (insolvency and restructuring); and by Akin Gump Strauss Hauer & Feld LLP in the US with a team led by Ira Dizengoff and Arik Preis (financial restructuring) that included Stephen Kuhn and Zachary Wittenberg (corporate); Tom Davidson (communications); Howard Jacobson (tax); and Ashleigh Blaylock, Riana Cohen, and Lindsay Zahradka (financial restructuring). Stikeman Elliott LLP acted as special counsel for two TerreStar Canada entities with a team that included Sidney Horn, Guy Martel, Claire Zikovsky, Hadrien Montagne and Maxime Charbonneau (corporate and restructuring); Franco Gadoury and Corine Di Maria (tax); Shawn Neylan (competition) and Eveline Poirier (employment and labour).

The Information Officer, Deloitte & Touche Inc. was represented by Bennett Jones LLP with a team that included Kevin Zych and Karma Dolkar.