QVC Announces Proposed Senior Secured Notes Offering
04 Março 2013 - 11:09AM
Business Wire
QVC, Inc. announced today its intention to offer two series of
senior secured notes (collectively, the “Notes”), subject to market
and other conditions. One series of Notes will mature in 2023 and
the other series will mature in 2043. The Notes will be secured by
a first-priority lien on the capital stock of QVC, which is the
same collateral that secures QVC’s existing secured indebtedness
and certain future indebtedness. The net proceeds from the offering
will be used, together with cash on hand, to fund QVC’s cash tender
offer for any and all of its $500 million aggregate principal
amount of 7.125% senior secured notes due 2017 and up to $250
million aggregate principal amount of its 7.50% senior secured
notes due 2019. In the event that the net proceeds from the sale of
the Notes exceeds the amount of funds required to purchase the
tendered notes, then any excess funds will be used for general
corporate purposes, which may include the refinancing of
indebtedness under QVC’s senior secured credit facility. QVC is a
wholly-owned subsidiary of Liberty Interactive Corporation (Nasdaq:
LINTA, LINTB, LVNTA, LVNTB).
QVC will make the offering pursuant to an exemption under the
Securities Act of 1933, as amended (the “Securities Act”). The
initial purchasers will offer the Notes only to Qualified
Institutional Buyers as permitted under Rule 144A of the Securities
Act, or outside the United States to certain persons in reliance on
Regulation S under the Securities Act. The Notes will not be
registered under the Securities Act and may not be sold in the
United States absent registration or an exemption from the
registration requirements of the Securities Act.
In connection with the offering of the Notes, QVC will agree,
subject to certain conditions, to file a registration statement
relating to a registered offer to exchange the Notes for new
registered notes having substantially identical terms as the
Notes.
This press release is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy the offered Notes, nor shall there be any sales of Notes in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including without limitation, statements about the
completion of the offering and the use of proceeds from the
offering. These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including,
without limitation, general market conditions. These
forward-looking statements speak only as of the date of this press
release, and QVC expressly disclaims any obligation or undertaking
to disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in QVC’s
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of QVC, including the
most recent Form 10-K for additional information about QVC and
about the risks and uncertainties related to QVC’s business which
may affect the statements made in this press release.
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