DISH Network Acquires Assets of TerreStar Networks for US$1.375B
|Areas||Communications, Competition, Antitrust and Foreign Investment, Corporate Finance and Securities, Corporate Restructuring, Employment and Labour, Pensions, Tax|
Goodmans acted as Canadian counsel to DISH Network Inc. (NasdaqGS: DISH - News), the second largest satellite TV operator in the U.S., in its successful all cash bid of US$1.375 billion in the bankruptcy court auction of TerreStar Networks Inc. (“TerreStar”), which offers wireless services over a satellite network. TerreStar and its affiliates filed for Chapter 11 protection on October 19, 2010 having over US$1 billion in debt. On October 21, 2010, the Ontario Superior Court of Justice recognized the U.S. 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 during TerreStar’s bankruptcy. TerreStar asked the 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 Network submitted a US$1.375 billion stalking horse all-cash bid that included the assumption of certain liabilities by DISH Network in exchange for substantially all of TerreStar’s assets in the U.S. and Canada. On July 7, 2011, Judge Lane of the U.S. Bankruptcy Court approved the sale of TerreStar to DISH Network and, on July 11, 2011, the sale was recognized by Justice Morawetz of the Ontario Superior Court of Justice. The closing of the transaction remains subject to certain closing conditions, including Canadian and U.S. regulatory approvals.