v3.25.2
Related Party Transactions
6 Months Ended
Jun. 30, 2025
Related Party Transactions  
Related Party Transactions

11.

Related Party Transactions

Related Party Transactions with DISH Network, our parent, and EchoStar, our ultimate parent.

The following table summarizes our notes receivable balances with DISH Network:

As of

June 30, 2025

December 31, 2024

Notes Receivable - DISH Network

Principal

Accrued Interest Receivable

Principal

Accrued Interest Receivable

(In thousands)

Intercompany Loan - DISH Network - 2028 Tranche

$

2,844,401

$

14,222

$

2,844,401

$

14,222

Q2 2024 Notes Receivable - DISH Network (1)

1,630,913

1,576,518

Q3 2024 Notes Receivable - DISH Network (1)

509,772

492,770

Total Notes Receivable - DISH Network

$

4,985,086

$

14,222

$

4,913,689

$

14,222

(1)Interest is recorded monthly as paid in kind.

Intercompany Loan – DISH Network

Concurrently with the issuance of the 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028 (our “Senior Secured Notes”) and using the proceeds thereof, we made the Intercompany Loan to DISH Network to be used by DISH Network to finance the purchase of certain wireless spectrum licenses and for general corporate purposes, including the build-out of wireless infrastructure. The Intercompany Loan was initially secured by DISH Network’s interest in the wireless spectrum licenses for the 3.45-3.55 GHz Licenses up to the total loan amount outstanding including interest paid in kind. Pursuant to the terms of the Intercompany Loan, under certain circumstances, DISH Network wireless spectrum licenses (valued based upon a third-party valuation) may be substituted for the collateral. During the first quarter of 2025, DISH Network exercised its right to exchange certain of the 3.45-3.55 GHz Licenses for certain other previously unencumbered wireless spectrum licenses of equal or greater value based upon the most recent third-party valuation. The Intercompany Loan matures in two tranches, with the first tranche maturing on December 1, 2026 (the “2026 Tranche”) and the second tranche maturing on December 1, 2028 (the “2028 Tranche”). The aggregate principal amount of the Intercompany Loan was initially $5.250 billion, and on February 11, 2022, we advanced an additional $1.5 billion to DISH Network under the 2026 Tranche. Interest accrues and is payable semiannually, and interest payments with respect to the Intercompany Loan were, at DISH Network’s option, payable in kind for the first two years from the issuance date of November 2021. In the third year post issuance date, a minimum of 50% of each interest payment due with respect to each tranche of the Intercompany Loan were required to be paid in cash. Currently and prospectively, interest payments must be paid in cash. Interest accrues: (a) when paid in cash, at a fixed rate of 0.25% per annum in excess of the interest rate applicable to, in the case of the 2026 Tranche, the 5 1/4% Senior Secured Notes due 2026, and in the case of the 2028 Tranche, the 5 3/4% Senior Secured Notes due 2028 (each, the “Cash Accrual Rate” with respect to the applicable tranche); and (b) when paid in kind, at a rate of 0.50% per annum in excess of the Cash Accrual Rate for the applicable tranche.

The Intercompany Loan is repayable by DISH Network in whole or in part, at any time or from time to time, at a price equal to 100% of the principal amount thereof, plus accrued but unpaid interest thereon. We may use the proceeds of any such pre-payment for general corporate purposes, including refinancing of indebtedness, but may not use any such prepaid amounts to make a cash dividend or distribution to DISH Network prior to the repayment in full of the Intercompany Loan. The 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028 are subordinated to our existing and certain future unsecured notes with respect to certain realizations under the Intercompany Loan and any collateral pledged as security therefor. Any material amendments or modifications to the terms of the Intercompany Loan will require the written consent of the holders of a majority of the then-outstanding 5 1/4% Senior Secured Notes due 2026 and the 5 3/4% Senior Secured Notes due 2028.

On January 10, 2024, we, in our capacity as “Lender” under the terms of the Loan and Security Agreement related to the Intercompany Loan between DISH Network and us, have consummated the assignment pursuant to such terms, without any modification or amendment thereto, of our receivable in respect to the 2026 Tranche of $4.7 billion to DBS Intercompany Receivable L.L.C. DBS Intercompany Receivable L.L.C. has subsequently assigned its rights as lender thereunder to EchoStar Intercompany Receivable Company L.L.C., our ultimate parent, EchoStar’s direct wholly-owned subsidiary, such that amounts owed in respect of the 2026 Tranche will now be paid by DISH Network to EchoStar Intercompany Receivable L.L.C.

During the three months ended June 30, 2025 and 2024, we recorded $42 million and $44 million, respectively, of “Interest income” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the six months ended June 30, 2025 and 2024, we recorded $85 million and $94 million, respectively, of “Interest income” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of June 30, 2025 and December 31, 2024, the total Intercompany Loan – 2028 Tranche amount outstanding plus interest paid in kind was $2.844 billion. This is recorded in “Notes Receivable – DISH Network” on our Condensed Consolidated Balance Sheets. In addition, as of June 30, 2025 and December 31, 2024, “Interest receivable – DISH Network” on our Condensed Consolidated Balance Sheets was $14 million, which must be paid in cash.

Q2 2024 Notes Receivable – DISH Network

In June 2024, we and DISH Network entered into an intercompany loan (the “Q2 2024 Notes Receivable – DISH Network”) with an initial principal amount of $1.508 billion. The Q2 2024 Notes Receivable – DISH Network matures on August 13, 2028. Interest accrues and is payable monthly and interest payments shall be payable “in kind” and shall be added to the principal amount of the loan on each interest payment date. The interest rate with respect to the Q2 2024 Notes Receivable – DISH Network is at a variable rate. During the three months ended June 30, 2025, and 2024 we recorded $27 million and $21 million, respectively, of “Interest income” related to the above on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the six months ended June 30, 2025, and 2024 we recorded $54 million and $21 million, respectively, of “Interest income” related to the above on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of June 30, 2025, the total Q2 2024 Notes Receivable – DISH Network amount outstanding plus interest paid in kind was $1.631 billion. This is recorded in “Notes Receivable – DISH Network” on our Condensed Consolidated Balance Sheets.

Q3 2024 Notes Receivable – DISH Network

In September 2024, we and DISH Network entered into an intercompany loan (the “Q3 2024 Notes Receivable – DISH Network”) with an initial principal amount of $481 million. The Q3 2024 Notes Receivable – DISH Network matures on November 13, 2028. Interest accrues and is payable monthly and interest payments shall be payable “in kind” and shall be added to the principal amount of the loan on each interest payment date. The interest rate with respect to the Q3 2024 Notes Receivable – DISH Network is at a variable rate. During the three and six months ended June 30, 2025, we recorded $9 million and $17 million, respectively, of “Interest income” related to the above on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of June 30, 2025, the total Q3 2024 Notes Receivable – DISH Network amount outstanding plus interest paid in kind was $510 million. This is recorded in “Notes Receivable – DISH Network” on our Condensed Consolidated Balance Sheets.

“Cost of services”

During the three months ended June 30, 2025 and 2024, we incurred expenses of $51 million and $52 million, respectively, for satellite capacity leased from DISH Network, and telemetry, tracking and control (“TT&C”) and other professional services provided to us by DISH Network. During the six months ended June 30, 2025 and 2024, we incurred expenses of $103 million and $104 million, respectively, for satellite capacity leased from DISH Network, and telemetry, tracking and control (“TT&C”) and other professional services provided to us by DISH Network. DISH Network is a supplier of the vast majority of our transponder capacity. These amounts are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The primary agreements pertaining to these expenses are discussed below.

Satellite Capacity Leased from DISH Network. We lease satellite capacity on satellites owned or leased by DISH Network from a wholly-owned subsidiary of DISH Network. See “Satellites” in Note 6 for further information. The term of each lease is set forth below:

EchoStar X, XI, XIV and XVI. We lease all available capacity on the EchoStar X, XI, XIV and XVI satellites from a wholly-owned subsidiary of DISH Network. The term of each satellite capacity agreement generally terminates upon the earlier of: (i) the end-of-life of the satellite; (ii) the date the satellite fails; or (iii) a certain date, which depends upon, among other things, the estimated useful life of the satellite. We generally have the option to renew each satellite capacity agreement on a year-to-year basis through the end of the respective satellite’s life.

EchoStar XXIII. We lease certain capacity on the EchoStar XXIII satellite from a wholly-owned subsidiary of DISH Network on a month to month basis.

Nimiq 5. DISH Network had a 15-year satellite service agreement with Telesat Canada (“Telesat”) to receive service on all 32 DBS transponders on the Nimiq 5 satellite at the 72.7 degree orbital location with the option to renew on a year-to-year basis through the end-of-life of the Nimiq 5 satellite. We were receiving transponder service on all 32 of the DBS transponders on this satellite from DISH Network. The Nimiq 5 lease was accounted for as a finance lease until the fourth quarter of 2024. Expenses related to this lease were recorded in “Depreciation and amortization” and “Interest expense, net of amounts capitalized” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three and six months ended June 30, 2024, we recorded $8 million and $17 million, respectively, of “Depreciation and amortization” expense related to Nimiq 5 and less than $1 million and $1 million, respectively, of “Interest expense, net of amounts capitalized.” During October 2024, DISH Network extended the Nimiq 5 lease and, as a result of the new terms, our lease is accounted for as an operating lease. We are currently receiving transponder service on 31 of the DBS transponders on this satellite from DISH Network and this number will periodically decrease to 16 transponders in 2026.

TT&C Agreement. We receive TT&C services from a wholly-owned subsidiary of EchoStar for certain satellites (the “TT&C Agreement”). The fees for services provided under the TT&C Agreement are calculated at either: (i) a fixed fee; or (ii) cost plus a fixed margin, which will vary depending on the nature of the services provided. We and EchoStar are able to terminate the TT&C Agreement for any reason upon 12 months’ notice.

“Selling, general and administrative expenses”

During the three months ended June 30, 2025 and 2024, we incurred $5 million and $6 million, respectively, for selling, general and administrative expenses for services provided to us by EchoStar. During the six months ended June 30, 2025 and 2024, we incurred $11 million and $10 million, respectively, for selling, general and administrative expenses for services provided to us by EchoStar. These amounts are recorded in “Selling, general and administrative expenses” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Other Agreements

Broadband, Wireless and Other Operations. We provide certain administrative, call center, installation, marketing and other services to our parent’s broadband, wireless and other operations. During the three months ended June 30, 2025 and 2024, the pass through costs associated with these services were $45 million and $34 million, respectively. During the six months ended June 30, 2025 and 2024, the pass through costs associated with these services were $78 million and $69 million, respectively.

Related Party Transactions with NagraStar

We own a 50% interest in NagraStar, a joint venture that is our primary provider of encryption and related security systems intended to assure that only authorized customers have access to our programming. Certain payments related to NagraStar are recorded in “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In addition, certain other payments are initially included in “Inventory” and are subsequently capitalized as “Property and equipment, net” on our Condensed Consolidated Balance Sheets or expensed as “Selling, general and administrative expenses” or “Cost of services” on our Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) when the equipment is deployed. We record all payables in “Trade accounts payable” or “Other accrued expenses and liabilities” on our Condensed Consolidated Balance Sheets. Our investment in NagraStar is accounted for using the equity method.

The table below summarizes our transactions with NagraStar:

For the Three Months Ended

For the Six Months Ended

June 30,

June 30,

    

2025

    

2024

    

2025

    

2024

(In thousands)

Purchases (including fees):

Purchases from NagraStar

$

7,077

 

$

8,526

$

14,278

 

$

17,127

As of 

June 30,

December 31,

2025

2024

(In thousands)

Amounts Payable and Commitments:

Amounts payable to NagraStar

$

4,517

 

$

5,569

Commitments to NagraStar

$

1,702

 

$

883