Fitch Rates DISH DBS' Senior Unsecured Notes 'BB-'; Outlook Negative

CHICAGO--()--Fitch Ratings has assigned a 'BB-' rating to DISH DBS Corporation's (DDBS) proposed $1 billion offering of senior secured notes. DDBS is a wholly owned subsidiary of DISH Network Corporation (DISH, Fitch Issuer Default Rating of 'BB-'). Proceeds from the offering are expected to be used for general corporate purposes including spectrum-related transactions which will support the company's unspecified wireless strategy. The Rating Outlook for all of DISH's ratings remains Negative. DISH had approximately $11.9 billion of debt outstanding as of Dec. 31, 2012.

Key Rating Drivers

The key rating factors that reflect the rating include:

--Weakening credit protection metrics;

--Lack of visibility and elevated event risks related to DISH's wireless strategy;

--Strong liquidity and free cash flow generation;

--Inconsistent operating results.

DISH's credit profile has weakened considerably during the course of 2012 due to inconsistent operating performance and elevating debt levels, which together with the uncertainty related to the company's yet articulated wireless strategy, limits its financial flexibility at the current ratings level. On a pro forma basis (assuming a $1 billion issuance), total debt outstanding as of Dec. 31, 2012 increased nearly 72% relative to year-end 2011 levels to approximately $12.9 billion. DISH's leverage increased to 4.3x on a pro forma basis as of Dec. 31, 2012 calculated on a last 12-month (LTM) basis. The cash proceeds from the company's incremental debt issuances have largely remained on its balance sheet purportedly to support DISH's wireless strategy.

The Negative Outlook encompasses the lack of visibility as well as the potential capital and execution risks associated with DISH's wireless strategy. The economic viability of the strategy is questionable given the presence of strong entrenched market participants particularly if DISH's wireless offering fails to provide any meaningful service differentiation from established competitive offerings. Fitch acknowledges that a wireless network can potentially provide DISH with further strategic flexibility and enable the company to diversify its business and capture incremental revenue and cash flow growth.

Event risks are elevated as the company contemplates additional acquisitions of spectrum or assets to support the wireless strategy. DISH's wireless strategy continued to evolve as evidenced by the company's proposal to enter into a multi-faceted, complicated series of agreements with Clearwire Corporation. Fitch believes the likelihood of Clearwire accepting DISH's offer is low. Some of DISH's initial proposal is not likely permitted under the terms of Clearwire's current legal and contractual obligations. Clearwire's decision to take advantage of interim financing offered by Sprint Nextel complicates DISH's offer and further diminishes the probability that DISH's offer will ultimately prevail. DISH had previously stated it would withdraw its offer if Clearwire drew on the Sprint Nextel financing.

If the bid for Clearwire is successful, DISH would secure a potential partner to build and deploy a wireless network. DISH had previously signaled its preference to participate in a network infrastructure-sharing arrangement to enter into the wireless market as opposed to deploying a greenfield wireless network. However, recent consolidation, investments and spectrum acquisitions within the wireless sector has reduced the number of potential entities DISH can partner with to deploy its wireless network, creating an urgency to establish a partnership with Clearwire. In accordance with the terms of DISH's proposal, DISH would acquire, among other things, approximately 24% of Clearwire's wireless spectrum for $2.2 billion and a minimum of 25% of Clearwire's outstanding common stock.

The company's liquidity position is strong and supported by cash and marketable securities on hand and expected, but diminishing free cash flow generation. Cash marketable security balances, pro forma for the contemplated senior note issuance, increase to approximately $8.2 billion. The company also benefits from a favorable maturity schedule, as the next scheduled maturity is in 2013 totaling $500 million followed by $1 billion during 2014. Fitch notes, however, that the company does not maintain a revolver, which increases DISH's reliance on capital market access to refinance current maturities, elevating the refinancing risk within the company's credit profile. The risk is offset by the company's consistent access to capital markets and strong execution.

DISH generated approximately $601 million of free cash flow (defined as cash flow from operations less capital expenditures and dividends) during the LTM ended Dec. 31, 2012. Fitch expects capital intensity will be relatively consistent over the near term and that capital expenditures will continue to focus on subscriber retention and capitalized subscriber premises equipment. Absent further investment in a wireless network or other strategic initiative, Fitch anticipates that DISH will continue generating nearly $1 billion of annual free cash flow (before consideration of dividend policy) during the current ratings horizon while incorporating higher levels of cash taxes.

Fitch believes the company's overall credit profile has limited capacity to accommodate DISH's inconsistent operating performance. While subscriber metrics remain weak, they have stabilized somewhat when compared to 2011 results. However, DISH struggles to increase service ARPUs as the company elected not to take a price increase during 2012. This decision combined with higher programming and subscriber acquisition costs has had a dramatic effect on the company's operating margins and EBITDA generation. These factors contributed to a 16.5% year-over-year decline of DISH's 2012 EBITDA. EBITDA margin during the current period fell 450 basis points compared to last year, to 20.9%. Fitch expects margins to rebound somewhat during 2013 as the company has elected to take a price increase.

Additional rating concerns center on DISH's ability to adapt to the evolving competitive landscape, DISH's lack of revenue diversity and narrow product offering relative to its cable MSO and telephone company video competition, and an operating profile and competitive position that continue to lag behind its peer group. DISH's current operating profile is focused on its maturing video service offering and lacks growth opportunities relative to its competition.

Rating Sensitivities

Revision of the Outlook to Stable at the current rating level can occur as the company demonstrates that it can execute its wireless strategy in a credit-neutral manner. In addition, operating metrics, in particular, subscriber additions, ARPU growth and EBITDA margins will need to begin to trend positive.

Fitch believes negative rating action will likely coincide with the company's decision to execute a wireless strategy, or other discretionary management decisions that weaken its ability to generate free cash flow, erode operating margins, and increase leverage higher than 5x without a clear strategy to de-lever the company's balance sheet.

Additional information is available at 'www.fitchratings.com'. The ratings above were unsolicited and have been provided by Fitch as a service to investors.

The issuer did not participate in the ratings process, or provide additional information, beyond the issuer's available public disclosure.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug.8, 2012);

--'Rating Telecom Companies' (Aug. 9, 2012).

Applicable Criteria and Related Research

Rating Telecom Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682323

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'. PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF THIS SITE. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

Contacts

Fitch Ratings
Primary Analyst
David Peterson, +1-312-368-3177
Senior Director
Fitch Ratings, Inc.
70 W. Madison,
Chicago, IL 60602
or
Secondary Analyst
John Culver, CFA, +1-312-368-3216
Senior Director
or
Committee Chairperson
Michael Weaver, +1-312-368-3156
Managing Director
or
Media Relations
Brian Bertsch, New York, +1-212-908-0549
brian.bertsch@fitchratings.com

Sharing

Contacts

Fitch Ratings
Primary Analyst
David Peterson, +1-312-368-3177
Senior Director
Fitch Ratings, Inc.
70 W. Madison,
Chicago, IL 60602
or
Secondary Analyst
John Culver, CFA, +1-312-368-3216
Senior Director
or
Committee Chairperson
Michael Weaver, +1-312-368-3156
Managing Director
or
Media Relations
Brian Bertsch, New York, +1-212-908-0549
brian.bertsch@fitchratings.com