QVC Inc. Files 8-K Report

TL;DR

QVC filed an 8-K on 9/25/24 covering disclosures and financial statements.

AI Summary

On September 25, 2024, QVC, Inc. filed an 8-K report detailing events including a Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. The filing pertains to QVC, Inc., incorporated in Delaware, with its principal executive offices located at 1200 Wilson Drive, West Chester, Pennsylvania.

Why It Matters

This 8-K filing provides an update on QVC, Inc.'s corporate activities and financial reporting, which is important for investors and stakeholders to monitor the company's status.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant negative news or events.

Key Players & Entities

• QVC, INC. (company) — Registrant
• September 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1200 Wilson Drive (address) — Principal executive offices
• West Chester, Pennsylvania (location) — Principal executive offices location
• 001-38654 (identifier) — SEC File Number
• 23-2414041 (identifier) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $605 million — tion with the Settlement, approximately $605 million aggregate principal amount of New Notes
• $352 million — New Notes were issued and approximately $352 million in cash was paid in exchange for the Ol
• $4 m — ettlement Date, which was approximately $4 million, without giving effect to any Old
• $277 million — subsidiaries, contributed approximately $277 million in cash to fund a portion of the cash c
• $44 million — As of September 25, 2024, approximately $44 million aggregate principal amount of Old 2027
• $72 million — es remain outstanding and approximately $72 million principal amount of Old 2028 Notes rema

Filing Documents

• tm2424512d2_8k.htm (8-K) — 31KB
• tm2424512d2_ex4-1.htm (EX-4.1) — 800KB
• tm2424512d2_ex99-1.htm (EX-99.1) — 12KB
• 0001104659-24-102997.txt ( ) — 1210KB
• qvcd-20240925.xsd (EX-101.SCH) — 4KB
• qvcd-20240925_def.xml (EX-101.DEF) — 26KB
• qvcd-20240925_lab.xml (EX-101.LAB) — 36KB
• qvcd-20240925_pre.xml (EX-101.PRE) — 25KB
• tm2424512d2_8k_htm.xml (XML) — 6KB

01. Regulation FD

Item 7.01. Regulation FD. On September 25, 2024, QVC, Inc. (the "Company" or "QVC") issued a press release regarding the closing of its 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. A copy of the press release is attached hereto as Exhibit 99.1, which is incorporated by reference herein. The information disclosed and incorporated by reference under Item 7.01. Regulation FD of this Current Report on Form 8-K is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose. This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any Old Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy New Notes or any other security.

01. Other Events

Item 8.01. Other Events. On September 25, 2024, QVC closed its previously disclosed Exchange Offers for any and all of its outstanding Old Notes for its 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 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 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 Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC, HSN, Inc., HSNi, LLC, HSN Holding LLC, Home Shopping Network En Espanol, L.L.C., Home Shopping Network En Espanol, L.P

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated September 25, 2024, by and among QVC, Inc., as issuer, the guarantors named therein, and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 6.875% Senior Secured Notes due 2029 (included in Exhibit 4.1) 99.1 Press release dated September 25, 2024, regarding the Settlement 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 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. QVC, Inc. Date: September 26, 2024 By: /s/ Bill Wafford Bill Wafford Executive Vice President and Chief Financial Officer

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View this 8-K filing on SEC EDGAR