QVC, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 4.375% Senior Secured Notes due 2023
09 Junio 2022 - 6:00AM
Business Wire
QVC, Inc. (“QVC”) announced today that it has commenced a cash
tender offer to purchase any and all of the $750 million
outstanding aggregate principal amount of its 4.375% Senior Secured
Notes due 2023 (the “2023 Notes”) using cash on hand and, to the
extent necessary, borrowings under QVC’s senior secured credit
facility. The tender offer is being made pursuant to an offer to
purchase, related letter of transmittal and notice of guaranteed
delivery, each dated as of June 9, 2022. The tender offer will
expire at 5:00 p.m., New York City time, on June 15, 2022 (as such
time and date may be extended, the “expiration time”). Tendered
2023 Notes may be withdrawn at any time before the expiration
time.
Under the terms of the tender offer, holders of the 2023 Notes
that are validly tendered and accepted at or prior to the
expiration time, or holders who deliver to the depositary and
information agent a properly completed and duly executed notice of
guaranteed delivery and timely deliver such 2023 Notes, each in
accordance with the instructions described in the offer to
purchase, will receive total cash consideration of $1,010.00 per
$1,000 principal amount of 2023 Notes, plus an amount equal to any
accrued and unpaid interest up to, but not including, the
settlement date, which is expected to be June 16, 2022.
The tender offer is contingent upon the satisfaction of certain
customary conditions. The tender offer is not conditioned on any
minimum amount of 2023 Notes being tendered. QVC may amend, extend
or terminate the tender offer in its sole discretion.
As of March 31, 2022, QVC had $2.48 billion of available
capacity under its senior secured credit facility and $522 million
of cash on its balance sheet.
The tender offer is being made pursuant to the terms and
conditions contained in the offer to purchase and related letter of
transmittal and notice of guaranteed delivery, each dated June 9,
2022, copies of which may be requested from the information agent
for the tender offer, D.F. King & Co., Inc., at (800) 714-3311
(Toll-Free) or (212) 269-5550, by email at QVC@dfking.com, or via
the following web address: www.dfking.com/QVC. BofA Securities and
J.P. Morgan Securities LLC are acting as the Joint Dealer Managers
for the tender offer. Questions regarding the tender offer may be
directed to the Joint Dealer Managers at the telephone numbers
shown below:
BofA Securities Collect: (980) 388-3646 Email:
debt_advisory@bofa.com
J.P. Morgan Securities LLC Toll Free: (866) 834-4666 Collect:
(212) 834-4045
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 2023 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 2023 Notes.
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 tender
offer and its 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 tender offer. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220608006200/en/
Courtnee Chun 720-875-5420
QVC Media Relations 484-701-1647
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