QVC, Inc. Closes Private Exchange Offers for Outstanding 2027 and 2028 Notes
26 Septiembre 2024 - 7:00AM
Business Wire
Approximately 89% principal amount of 2027 and 2028 notes
successfully tendered and cancelled
QVC, Inc. (“QVC”) announced today the consummation 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.
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withdrawn at or prior to the expiration date of the Exchange Offers
(the “Expiration Date”). 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
Tendered
CUSIP*
Principal Amount
Tendered(1)
Percentage Tendered and
Cancelled(1)
4.750% Senior Secured Notes due
2027 (the “2027 Notes”)
747262 AY9
$531 million
92.4%
4.375% Senior Secured Notes due
2028 (the “2028 Notes”)
747262 AZ6
$428 million
85.5%
* 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) The principal amounts and percentage tendered as reflected
in the table above 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 to participate in the
Exchange Offers. Additional Old Notes may be tendered in QVC’s
offers to holders who were not eligible participate in the Exchange
Offers as such offers expire at a later date.
On September 25, 2024 (the “Settlement Date”), QVC issued an
aggregate principal amount of approximately $605 million in New
Notes in exchange for the Old Notes and approximately $352 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 to participate in the Exchange
Offers, 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 still be tendered 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, contributed approximately $277 million in cash to
fund a portion of the cash consideration to be paid in all the
offers.
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 offers
to purchase 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240925410957/en/
Shane Kleinstein 720-875-5432
QVC Media Relations 484-701-1647
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