UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 13, 2020
QVC, INC.
(Exact name of registrant as specified in its charter)
| State of Delaware | 001-38654 | 23-2414041 | ||
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
1200 Wilson Drive
West Chester, Pennsylvania 19380
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (484) 701-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| 6.375% Senior Secured Notes due 2067 | QVCD | New York Stock Exchange |
| 6.250% Senior Secured Notes due 2068 | QVCC | New York Stock Exchange |
Item 8.01. Other Events.
On August 13, 2020, QVC, Inc., an indirect wholly-owned subsidiary of Qurate Retail, Inc., issued a press release announcing the pricing of its offering (the “Offering”) of $500 million aggregate principal amount of its 4.375% senior secured notes due 2028 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1. The Offering of the Notes is expected to close on or about August 20, 2020, subject to customary closing conditions.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 13, 2020 regarding the pricing of the Offering. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 13, 2020
| QVC, INC. | |||
| By: | /s/ John F. Misko | ||
| Name: | John F. Misko | ||
| Title: | Senior Vice President and Controller | ||
Exhibit 99.1
QVC, Inc. Prices Offering of $500 Million of New Senior Secured Notes
WEST CHESTER, Pa. (August 13, 2020) - QVC, Inc. (“QVC”) announced today the pricing of $500 million aggregate principal amount of new 4.375% Senior Secured Notes due 2028 (the “New Notes”). The New Notes will be secured by a first-priority lien on the capital stock of QVC, which also secures QVC’s existing secured indebtedness and certain future indebtedness. The net proceeds from the offering of the New Notes (the “Offering”), together with cash on hand, are expected to be used to repurchase any and all of the $500 million outstanding aggregate principal amount of QVC’s 5.125% senior secured notes due 2022 (the “2022 Notes”) in a tender offer announced previously by QVC. The Offering is expected to close on or about August 20, 2020, subject to customary closing conditions. QVC is a wholly-owned subsidiary of Qurate Retail, Inc. (Nasdaq: QRTEA and QRTEB).
BofA Securities and J.P. Morgan are the lead joint book-running managers for the Offering.
QVC is offering the New Notes pursuant to its existing effective shelf registration statement previously filed by QVC with the Securities and Exchange Commission. This offering may be made only by means of a prospectus supplement and the accompanying base prospectus. Copies of the prospectus supplement and accompanying prospectus for this offering may be obtained by contacting BofA Securities, NC1-004-03-43; 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, Toll Free: 1 800 294 1322, Email: dg.prospectus_requests@bofa.com and J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at 866-803-9204, or by email at prospectus-eq_fi@jpmchase.com.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the New Notes or the 2022 Notes, nor shall there be any sales of New Notes or 2022 Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 offering of New Notes and the use of proceeds from the Offering, including the proposed repurchase of the 2022 Notes. 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 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.
Contacts:
Courtnee Chun
720-875-5420
QVC Media Relations
484-701-1647
SOURCE QVC, Inc.