QVC, Inc. announced today that it has commenced cash tender
offers (the “Offers”) to purchase any and all of its
outstanding $500 million in aggregate principal amount of 7.125%
Senior Secured Notes due 2017 (the “Any and All Notes”) and
up to $250 million in aggregate principal amount (as such amount
may be increased in QVC’s sole discretion, the “Dutch Tender
Cap”) of its 7.50% Senior Secured Notes due 2019 (the “Dutch
Auction Notes” and together with the Any and All Notes,
the “Notes”) on the terms and subject to the conditions set
forth in the Offer to Purchase, dated the date hereof (as it may be
amended or supplemented from time to time, the “Offer to
Purchase”). The Offer for the Any and All Notes is scheduled to
expire at 5:00 p.m., New York City Time, on March 15, 2013, unless
extended (such time and date, as the same may be extended, the
“Any and All Expiration Date”). The Offer for the Dutch
Auction Notes is scheduled to expire at 11:59 p.m., New York City
Time, on April 1, 2013, unless extended (such time and date, as the
same may be extended, the “Dutch Auction Expiration Date”).
Information relating to the Notes and the Offers is set forth in
the table below.
Series of Notes
CUSIP Numbers
Outstanding Principal Amount
Early Tender Payment(1)
Total Consideration (Bid Price Range)(1)(2)
Any and All Notes:
7.125% Senior Secured
Notes due 2017
747262AC7,U74900AB4
$ 500,000,000 N/A $ 1,039.40
Dutch Auction Notes: 7.500%
Senior Secured Notes due 2019
747262AA1,747262AB9,U74900AA6
$ 1,000,000,000 $ 30.00 $
1,105.00 –$1,120.00
(1) Per $1,000 principal amount of Notes
tendered and accepted for purchase
(2) Includes the early tender payment, if applicable
The total consideration for each $1,000 principal amount of Any
and All Notes purchased pursuant to the Offers will be $1,039.40.
The total consideration payable for each $1,000 principal amount of
Dutch Auction Notes will be determined based on a modified “Dutch
Auction” procedure. Holders who validly tender (and do not validly
withdraw) Dutch Auction Notes at or prior to 5:00 P.M., New York
City time, on March 15, 2013, unless extended (the “Dutch
Auction Early Tender Deadline”), will receive the applicable
“Total Consideration,” including a “Dutch Auction Early Tender
Payment” of $30.00 per $1,000 principal amount of Dutch Auction
Notes. Holders who validly tender Dutch Auction Notes after the
Dutch Auction Early Tender Deadline will not be eligible to receive
the Dutch Auction Early Tender Payment. There will not be an early
tender payment for the Any and All Notes.
As more fully described in the Offer to Purchase, the Total
Consideration for each $1,000 principal amount of the Dutch Auction
Notes validly tendered (and not validly withdrawn) at or prior to
the Dutch Auction Early Tender Deadline and accepted for purchase
will be equal to the sum of: (1) the “Base Price” for the Dutch
Auction Notes, which is also equal to the minimum “bid price” and
(2) the “Clearing Premium”, which will be determined pursuant to a
modified “Dutch Auction” by consideration of the “bid price”
specified by each holder that tenders Dutch Auction Notes pursuant
to the Offers. The bid price for tendered Dutch Auction Notes
represents the minimum consideration a holder is willing to receive
for those Dutch Auction Notes and must fall within the acceptable
bid price range specified in the table above and be in increments
of $1.25.
The Tender Offer Consideration for each $1,000 principal amount
of the Dutch Auction Notes validly tendered (and not validly
withdrawn) after the Dutch Auction Early Tender Deadline and at or
prior to the Dutch Auction Expiration Date and accepted for
purchase will consist of the Total Consideration for the Dutch
Auction Notes less the Dutch Auction Early Tender Payment.
As more fully described in the Offer to Purchase, the Clearing
Premium for the Offer for the Dutch Auction Notes will be the
lowest single bid premium (the amount by which bid price exceeds
the Base Price) at which QVC will be able to purchase Dutch Auction
Notes in an aggregate principal amount equal to the Dutch Tender
Cap. If the aggregate amount of Dutch Auction Notes validly
tendered (and not validly withdrawn) at or below the Clearing
Premium would cause QVC to purchase more than the Dutch Tender Cap
for the Offer for the Dutch Auction Notes, then holders of Dutch
Auction Notes tendered at the Clearing Premium will be subject to
proration as described in the Offer to Purchase.
In addition, QVC will pay accrued and unpaid interest on all
Notes tendered and accepted for payment in the Offers from the last
interest payment date up to, but not including, the applicable
settlement date.
Tendered Any and All Notes may be validly withdrawn at any time
by the Any and All Expiration Date, but not thereafter unless
otherwise required by applicable law. Tendered Dutch Auction Notes
may be validly withdrawn at any time prior to 5:00 P.M., New York
City time, on March 15, 2013, unless extended (the “Dutch
Auction Withdrawal Deadline”), but not thereafter unless
otherwise required by applicable law.
QVC reserves the right, in its sole discretion, to increase the
Dutch Tender Cap for the Dutch Auction Notes. If QVC increases the
Dutch Tender Cap, it does not currently intend to extend the Dutch
Auction Withdrawal Deadline or otherwise reinstate withdrawal
rights.
The consummation of the Offers is conditioned upon, among other
things, QVC having sufficient funds to pay the total consideration
for validly tendered Notes from the issuance of newly issued debt
of QVC. If any of the conditions are not satisfied, QVC may
terminate the Offers and return tendered Notes. QVC has the right
to waive any of the foregoing conditions with respect to the Notes
and to consummate the Offers. In addition, QVC has the right, in
its sole discretion, to terminate the Offers at any time, subject
to applicable law. It is QVC’s current intention to redeem the Any
and All Notes that are not tendered pursuant to the Offers.
Additional Information
QVC has retained Barclays Capital Inc., J.P.Morgan Securities
LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp.,
BofA Merrill Lynch and Mitsubishi UFJ Securities (USA), Inc. to act
as the Dealer Managers for the Offers. Global Bondholder Services
Corporation is the Information Agent and Depositary for the Offers.
Questions regarding the Offers should be directed to Barclays
Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free)
or (212) 834-4811 (collect) and Wells Fargo Securities, LLC at
(866) 309-6316 (toll-free) or (704) 410-4760 (collect). Requests
for documentation should be directed to Global Bondholder Services
Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (for
banks and brokers). This press release is for informational
purposes only. This press release is not an offer to purchase or a
solicitation of an offer to purchase with respect to any Notes or
any other securities. The Offers are being made solely pursuant to
the Offer to Purchase and related documents. The Offers are not
being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities, blue sky or other laws of such jurisdiction. In any
jurisdiction in which the securities laws or blue sky laws require
the Offers to be made by a licensed broker or dealer, the Offers
will be deemed to be made on behalf of QVC by the Dealer Managers,
or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction. None of QVC, the Dealer
Managers or the Information Agent makes any recommendation as to
whether holders should tender or refrain from tendering their
Notes. Holders must make their own decision as to whether to tender
Notes and, if so, the principal amount of the Notes to tender.
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 Offers. 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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