Qurate Retail Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

Qurate Retail (QRTEA) filed an 8-K on 9/25 covering new deals, stock sales, and exec changes.

AI Summary

On September 25, 2024, Qurate Retail, Inc. filed an 8-K detailing several events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers other events and financial statements.

Why It Matters

This filing indicates significant corporate actions, including potential new agreements and changes in leadership, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Qurate Retail, Inc. (company) — Filer of the 8-K
• 0001104659-24-102843 (document_id) — Accession number for the filing
• 20240925 (date) — Filing date and period of report

FAQ

Key Financial Figures

• $0.01 — of the Series B common stock, par value $0.01 per share, of the Company, while the Lo

Filing Documents

• tm2424615d2_8k.htm (8-K) — 38KB
• tm2424615d2_ex10-1.htm (EX-10.1) — 112KB
• 0001104659-24-102843.txt ( ) — 400KB
• qrtea-20240925.xsd (EX-101.SCH) — 3KB
• qrtea-20240925_def.xml (EX-101.DEF) — 27KB
• qrtea-20240925_lab.xml (EX-101.LAB) — 36KB
• qrtea-20240925_pre.xml (EX-101.PRE) — 25KB
• tm2424615d2_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 25, 2024, Qurate Retail, Inc. (the "Company") entered into a call agreement (the "Call Agreement") with Gregory B. Maffei, executive Chairman and a member of the Board of Directors of the Company, pursuant to which Mr. Maffei granted to the Company the right to purchase all shares of High Vote Stock (as defined below) owned by Mr. Maffei and certain successors and permitted transferees (collectively, the "Maffei Group") upon Mr. Maffei's death. If that right is exercised, the Company may acquire the High Vote Stock at a price equal to the market price of the Low Vote Stock (as defined below) into which such High Vote Stock is convertible, plus a 10% premium. The Company also has a right of first refusal to purchase High Vote Stock that a member of the Maffei Group may propose to sell to a third party, at a purchase price equal to the lesser of (i) the price offered by the third party and (ii) the market price of the Low Vote Stock into which such High Vote Stock is convertible, plus a 10% premium. In either case, if the Company exercises its right to purchase the High Vote Stock of the applicable member of the Maffei Group, such member of the Maffei Group can elect to receive from the Company the purchase price for such High Vote Stock in cash, shares of Low Vote Stock or a combination thereof. The Call Agreement also prohibits any member of the Maffei Group from disposing of High Vote Stock, except for certain exempt transfers (such as transfers to specified related parties, the conversion of any High Vote Stock to Low Vote Stock on a one-for-one basis or certain dispositions to satisfy withholding obligations in connection with the exercise of stock options) and except if the Company fails to exercise its right of first refusal in connection with a proposed sale of High Vote Stock to a third party. For purposes of the Call Agreement, "High Vote Stock" is common stock of the Company of any serie

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. If the Company exercises its right pursuant to the Call Agreement to purchase High Vote Stock of a member of the Maffei Group and such member elects to receive from the Company the purchase price for such High Vote Stock, in whole or in part, in shares of Low Vote Stock, such shares of Low Vote Stock will not have been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. 2

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with the Stipulation (as defined below) and subject to the receipt of the Final Approval, John C. Malone, a member of the Board of Directors of the Company, has agreed that he will not stand for reelection as a member of the Board of Directors of the Company and will cease being a member of the Board of Directors of the Company when his current term expires at the annual meeting of the Company to be held in 2025. Dr. Malone remains the largest individual stockholder of the Company whereby he beneficially owns 30,421,522 shares of Series A Common Stock and 865,530 shares of the Company's 8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share.

01. Other Events

Item 8.01. Other Events. On December 28, 2021, Hani Atallah (who later withdrew and Barbara Strougo intervened in Mr. Atallah's place) and Shiva Stein (the "Plaintiffs") filed a Verified Stockholder Derivative Complaint (as amended, the "Action") in the Court of Chancery of the State of Delaware (the "Court"), derivatively on behalf of the Company as nominal defendant, against Dr. Malone and Mr. Maffei (the "Remaining Defendants") as well as against Richard N. Barton, Fiona P. Dias, Michael A. George, M. Ian G. Gilchrist, Evan D. Malone, Larry E. Romrell, Mark Vadon, David E. Rapley and Andrea L. Wong (collectively, including together with the Remaining Defendants, the "Defendants"). The Plaintiffs alleged, among other things, that the Defendants breached their fiduciary duties in connection with the exercise of a call right under that certain Call Agreement, dated as of February 9, 1998 (the "Malone Call Agreement"), by and among the Company (as successor-in-interest to the assignee of Tele-Communications, Inc.), Dr. Malone and certain of Dr. Malone's affiliates, and concerning certain other transactions relating to the Malone Call Agreement, and against the Remaining Defendants for unjust enrichment. Subsequently, the Court granted the motions to dismiss with respect to Messrs. Barton, Gilchrist, Romrell, Vadon, Rapley, George and Evan Malone and Mses. Dias and Wong. After negotiations regarding a potential settlement, and solely to eliminate the risk, burden and expense of further litigation, on September 25, 2024, in connection with the Action, the Company, together with the Remaining Defendants and with Plaintiffs (collectively, the "Parties"), filed with the Court a Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation," and the terms contained therein, the "Settlement"). The Stipulation provides, among other things, that (i) the Company and Mr. Maffei will execute the Call Agreement, (ii) any future material transaction between

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Call Agreement, dated as of September 25, 2024, by and between Qurate Retail, Inc. and Gregory B. Maffei 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 4 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 25, 2024 QURATE RETAIL, INC. By: /s/ Katherine C. Jewell Name: Katherine C. Jewell Title: Vice President and Secretary

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View this 8-K filing on SEC EDGAR