Approximately 89% principal amount of 2027 and 2028 notes
successfully tendered
QVC, Inc. (“QVC”) announced today the results of its previously
announced exchange offers (each, an “Exchange Offer,” and
collectively, the “Exchange Offers”) for any and all of the
outstanding notes listed in the table below (collectively, the “Old
Notes”) for its 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,
dated September 11, 2024 (as supplemented, the “Offering
Memorandum” and, together with the eligibility letter and the
notice of guaranteed delivery, the “Exchange Offer Documents”).
The Exchange Offers expired at 5:00 p.m., New York City time, on
September 20, 2024 (the “Expiration Date”). The settlement date for
the Exchange Offers (the “Settlement Date”) is expected to be
September 25, 2024. The table below provides the aggregate
principal amount of each series of Old Notes that were validly
tendered and not validly withdrawn at or prior to the Expiration
Date, excluding any Old Notes submitted using the notice of
guaranteed delivery. The completion of the Exchange Offers improves
QVC’s credit profile with a reduced debt balance and extended
maturity profile, supporting a potential future extension of QVC
and its affiliates’ existing senior secured credit facility.
Title of Series of Old Notes
to be Tendered
CUSIP*
Principal Amount
Tendered(1)(2)
Percentage
Tendered(1)(2)
4.750% Senior Secured Notes due
2027 (the “2027 Notes”)
747262 AY9
$531.1 million
92.4%
4.375% Senior Secured Notes due
2028 (the “2028 Notes”)
747262 AZ6
$427.0 million
85.4%
* 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.
(1) Based on information provided by the exchange agent to QVC
as of the Expiration Date.
(2) The principal amounts and percentage tendered as reflected
in the table above (a) do not include $15.3 million aggregate
principal amount of 2027 Notes and $31.0 million aggregate
principal amount of 2028 Notes that were submitted pursuant to the
guaranteed delivery procedures and (b) include Old Notes that were
validly tendered to QVC at or prior to the Expiration Date in its
offers to purchase Old Notes from holders who were not Eligible
Holders. Additional Old Notes may be tendered in QVC’s offers to
holders who were not Eligible Holders as such offers expire at a
later date.
QVC expects all of the conditions to each Exchange Offer, as
described in the Offering Memorandum, to be satisfied prior to the
Settlement Date. Accordingly, QVC expects to accept all of the Old
Notes validly tendered and not validly withdrawn. Upon the terms
and subject to the conditions set forth in the Exchange Offer
Documents, Eligible Holders (as defined in the Exchange Offer
Documents) who (i) validly tendered and who did not validly
withdraw Old Notes at or prior to the Expiration Date or (ii)
delivered 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 at or prior to 5:00
p.m., New York City time, on September 24, 2024 pursuant to the
guaranteed delivery procedures, and whose Old Notes are accepted
for exchange by QVC, will receive the applicable Total Exchange
Consideration (as defined in the Exchange Offer Documents) in the
form of New Notes and, as applicable, cash, as well as cash for
accrued and unpaid interest from the last applicable interest
payment date to, but excluding, Settlement Date.
Upon the terms and subject to the conditions set forth in the
offering documents, on the Settlement Date QVC expects to deliver
an aggregate principal amount of approximately $604.5 million in
New Notes in exchange for the Old Notes validly tendered and
accepted by QVC and approximately $352.0 million in cash in
exchange for the Old Notes validly tendered and accepted by QVC in
the Exchange Offers and its offers to purchase Old Notes from
holders who were not Eligible Holders, plus accrued and unpaid
interest from the last interest payment date to, but excluding, the
Settlement Date, without giving effect to any Old Notes that may be
tendered through the guaranteed delivery procedures or in QVC’s
offers to holders who were not Eligible Holders after the
Expiration Date. Liberty Interactive LLC (“LI LLC”), a wholly owned
subsidiary of Qurate Retail, Inc., which is the indirect parent of
QVC, through its subsidiaries, will contribute approximately $277.0
million in cash to fund a portion of the cash consideration to be
paid in all the offers. The actual aggregate principal amounts of
New Notes and the amount of cash that will be issued and paid on
the Settlement Date and contributed by LI LLC are subject to change
based on deliveries under the guaranteed delivery procedures and
final validation of tenders, including compliance with the minimum
denomination requirements.
The Exchange Offers were made to Eligible Holders 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240922983612/en/
Shane Kleinstein 720-875-5432
QVC Media Relations 484-701-1647
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