QVC, Inc. (“QVC”) announced today that it has commenced an offer
to exchange (the “Exchange Offers”) any and all of the outstanding
notes listed in the table below (collectively, the “Old Notes”) for
QVC’s newly-issued 6.875% Senior Secured Notes due April 2029 (the
“New Notes”) and, as applicable, cash, on the terms and subject to
the conditions set forth in the Offering Memorandum, on the date
hereof (the “Offering Memorandum” and, together with the
eligibility letter and the notice of guaranteed delivery, the
“Exchange Offer Documents”). The Exchange Offers are intended to
improve QVC’s credit profile by reducing debt balances and
extending QVC’s maturity profile, both supporting a potential
future extension of QVC and its affiliates’ existing senior secured
credit facility.
In connection with the Exchange Offers, Liberty Interactive LLC,
a wholly-owned subsidiary of Qurate Retail, Inc., which is the
indirect parent of QVC, through its subsidiaries, is expected to
contribute to QVC an amount in cash equal to the cash portion of
the consideration offered to the holders of the Old Notes, minus
$75 million which will be paid by QVC, immediately prior to the
Settlement Date (as defined below).
Title of Series of Old Notes
to be Tendered
Principal Amount Outstanding
(mm)
CUSIP*
Title of Series of New Notes
to be Issued
Total Exchange Consideration
(per $1,000 principal amount of Old Notes)
4.750% Senior Secured Notes due
2027 (the “2027 Notes”)
$575
747262 AY9
6.875% Senior Secured Notes due
April 2029
$350 principal amount of New
Notes and $650 in cash
4.375% Senior Secured Notes due
2028 (the “2028 Notes”)
$500
747262 AZ6
6.875% Senior Secured Notes due
April 2029
$1,000 principal amount of New
Notes
* No representation is made as to the
correctness or accuracy of the CUSIP number either as printed on
the Old Notes or as contained in this press release, and reliance
may be placed only on the other identification printed on the Old
Notes. The CUSIP number is included herein solely for the
convenience of the registered owners of the Old Notes.
The New Notes will mature on April 15, 2029 and accrue interest
at a rate of 6.875% per annum starting on the Settlement Date. The
New Notes’ restrictive covenants will be identical to the
restrictive covenants in the 2028 Notes and the New Notes will rank
pari passu in right of payment with all existing QVC notes. No
consents are being solicited as part of the Exchange Offers.
The Exchange Offers will expire at 5:00 p.m., New York City
time, on September 20, 2024 (as such time and date may be extended,
the “Expiration Date”). Tendered Old Notes may be withdrawn at any
time before the Expiration Date. The “Settlement Date” will
promptly follow the Expiration Date and is expected to be September
25, 2024.
Upon the terms and subject to the conditions set forth in the
Exchange Offer Documents, Eligible Holders (as defined below) who
(i) validly tender and who do not validly withdraw Old Notes at or
prior to the Expiration Date or (ii) deliver a properly completed
and duly executed notice of guaranteed delivery and all other
required documents at or prior to the Expiration Date and tender
their Old Notes pursuant to the Exchange Offers at or prior to 5:00
p.m., New York City time, on the second business day after the
applicable Expiration Date pursuant to guaranteed delivery
procedures, expected to be September 24, 2024, will receive
consideration in the Exchange Offers equal to the applicable Total
Exchange Consideration listed in the table above, plus accrued and
unpaid interest in cash from the last applicable interest payment
date, to but excluding, the Settlement Date, subject in each case
to the delivery of the certification to participate in the Exchange
Offers, to tendering the applicable minimum denominations, and to
Old Notes being accepted for exchange by QVC.
The Exchange Offers are being made solely by the Exchange Offer
Documents and only to such persons and in such jurisdictions as is
permitted under applicable law. The complete terms and conditions
of the Exchange Offers will be set forth in the Exchange Offer
Documents, each of which will be distributed to Eligible Holders in
connection with the proposed Exchange Offers. Each Exchange Offer
is subject to certain conditions, including that a minimum amount
of $300 million aggregate principal amount of New Notes are issued
in the Exchange Offers; however, QVC reserves the right, in its
sole discretion, to waive this minimum condition. QVC may amend,
extend or terminate each Exchange Offer in its sole discretion.
The Exchange Offers are being made only to holders of Old Notes
that have certified, by submitting an instruction to the clearing
system, that they are either (i) “qualified institutional buyers”
as defined in Rule 144A under the Securities Act of 1933, as
amended or (ii) are located outside the United States and are not
“U.S. persons” as defined in Rule 902 under the Securities Act
(such holders, “Eligible Holders”). Non-U.S. persons may also be
subject to additional eligibility criteria. Only Eligible Holders
are authorized to participate in the Exchange Offers.
Holders of Old Notes are advised to check with any bank,
securities broker or other intermediary through which they hold Old
Notes as to when such intermediary would need to receive
instructions from a beneficial owner in order for that beneficial
owner to be able to participate in, or withdraw their instruction
to participate in, an Exchange Offer, before the deadlines
specified in the Exchange Offer Documents. The deadlines set by any
such intermediary and The Depository Trust Company for the
submission of tender instructions will be earlier than the relevant
deadlines specified in the Exchange Offer Documents.
Holders of Old Notes that are not Eligible Holders may reach out
to the information agent identified below for alternatives
available to them.
The Exchange Offers are being made pursuant to the Exchange
Offer Documents, copies of which may be requested from the
information agent, D.F. King & Co., Inc., at (800) 628-8510
(Toll-Free) or (212) 269-5550, by email at QVC@dfking.com, or via
the following web address: www.dfking.com/QVC.
This press release is for informational purposes only and does
not constitute a notice of redemption under the optional redemption
provisions of the indenture governing the Old Notes, nor does it
constitute an offer to sell, or a solicitation of an offer to buy,
any security, nor does it constitute a solicitation for an offer to
purchase any security, including the Old Notes or the New
Notes.
The New Notes have not been, and will not be, registered under
the Securities Act or any state securities laws and, unless so
registered, may not be re-offered or re-sold except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.
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
Exchange Offers and their expected completion. 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, the ability to satisfy the conditions to the Exchange
Offers. 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
its 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 Forms 10-K and 10-Q, for additional information about
QVC and about the risks and uncertainties related to the business
of QVC which may affect the statements made in this press
release.
Source: Qurate Retail, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240910948158/en/
Shane Kleinstein 720-875-5432
QVC Media Relations 484-701-1647
Qurate Retail (NASDAQ:QRTEB)
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