UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On September 25, 2024, QVC, Inc. (“QVC”), an indirect, wholly owned subsidiary of Qurate Retail, Inc. (the “Company”), closed QVC’s previously disclosed offers to exchange (the “Exchange Offer”) and purchase any and all of its outstanding 4.750% Senior Secured Notes due 2027 (the “Old 2027 Notes”) and its outstanding 4.375% Senior Secured Notes due 2028 (the “Old 2028 Notes” and together with the Old 2027 Notes, the “Old Notes”) for its newly issued 6.875% Senior Secured Notes due 2029 (“New Notes”) and, as applicable, cash. The early settlement date for QVC’s previously disclosed offers to purchase the Old Notes for cash (together with the Exchange Offers, the “Offers”), made to holders of the Old Notes who were not eligible to participate in the Exchange Offers, also occurred on September 25, 2024 (together with the closing of the Exchange Offers, the “Settlement”). In connection with the Settlement, approximately $605 million aggregate principal amount of New Notes were issued and approximately $352 million in cash was paid in exchange for the Old Notes validly tendered and accepted by QVC in the Offers, plus accrued and unpaid interest from the last applicable interest payment date to, but excluding, the Settlement Date, which was approximately $4 million, without giving effect to any Old Notes that may still be tendered in QVC’s offers to holders who were not eligible to participate in the Exchange Offers. Liberty Interactive LLC (“LI LLC”), a wholly owned subsidiary of the Company, through its subsidiaries, contributed approximately $277 million in cash to fund a portion of the cash consideration to be paid in Offers. As of September 25, 2024, approximately $44 million aggregate principal amount of Old 2027 Notes remain outstanding and approximately $72 million principal amount of Old 2028 Notes remain outstanding.
In connection with the issuance of the New Notes, on September 25, 2024, QVC entered into an indenture (the “Indenture”) with certain of its subsidiaries (together, the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The New Notes will bear interest at a rate of 6.875% per annum and will mature on April 15, 2029. Interest on the New Notes will accrue from September 25, 2024 and will be payable semi-annually, on April 15 and October 15 of each year, commencing on April 15, 2025. The New Notes are secured by a first-priority perfected lien on the capital stock of QVC, which also secures QVC’s existing secured indebtedness and may secure certain future indebtedness. The New Notes are guaranteed by the Guarantors, which guarantee the borrowings under QVC’s existing secured indebtedness. The guarantees are the Guarantors’ senior unsecured obligations.
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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: September 26, 2024
| | QURATE RETAIL, INC. | |
| | | |
| | By: | /s/ Wade Haufschild |
| | | Name: Wade Haufschild |
| | | Title: Senior Vice President |
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