QVC, Inc. Announces Cash Tender Offer for Any and All of Its Outstanding 5.125% Senior Secured Notes due 2022
August 12 2020 - 8:26AM
Business Wire
QVC, Inc. (“QVC”) announced today that it has commenced a cash
tender offer to purchase any and all of the $500.0 million
outstanding aggregate principal amount of its 5.125% Senior Secured
Notes due 2022 (the “2022 Notes”) with the net proceeds from QVC’s
concurrent offering of $500.0 million in aggregate principal amount
of senior secured notes due 2028 (the “New Notes”), which was also
announced today by QVC, together with cash on hand. The tender
offer is being made pursuant to an offer to purchase, related
letter of transmittal and notice of guaranteed delivery, each dated
as of August 12, 2020. The tender offer will expire at 5:00 p.m.,
New York City time, on August 19, 2020 (as such time and date may
be extended, the “expiration time”). Tendered 2022 Notes may be
withdrawn at any time before the expiration time.
Under the terms of the tender offer, holders of the 2022 Notes
that are validly tendered and accepted at or prior to the
expiration time, or holders who deliver to the depositary and
information agent a properly completed and duly executed notice of
guaranteed delivery and timely deliver such 2022 Notes, each in
accordance with the instructions described in the offer to
purchase, will receive total cash consideration of $1,082.50 per
$1,000 principal amount of 2022 Notes, plus an amount equal to any
accrued and unpaid interest up to, but not including, the
settlement date, which is expected to be August 20, 2020, subject
to satisfaction of the Financing Condition described below.
The tender offer is contingent upon the satisfaction of certain
conditions, including the condition that QVC shall have raised at
least $500.0 million in gross proceeds from the offering of the New
Notes on or prior to the settlement date (the “Financing
Condition”). The tender offer is not conditioned on any minimum
amount of 2022 Notes being tendered. QVC may amend, extend or
terminate the tender offer in its sole discretion. Following the
settlement date of the tender offer, QVC currently intends, but is
not obligated, to exercise its right to redeem any 2022 Notes not
purchased by QVC in the tender offer, in accordance with the terms
of the indenture governing the 2022 Notes.
The tender offer is being made pursuant to the terms and
conditions contained in the offer to purchase and related letter of
transmittal and notice of guaranteed delivery, each dated August
12, 2020, copies of which may be requested from the information
agent for the tender offer, D.F. King & Co., Inc., at (800)
848-3405 (Toll-Free) or (212) 269-5550, by email at QVC@dfking.com,
or via the following web address: www.dfking.com/QVC. BofA
Securities, Inc., Credit Suisse Securities (USA) LLC and J.P.
Morgan Securities LLC are acting as the Joint Dealer Managers for
the tender offer. Questions regarding the tender offer may be
directed to the Joint Dealer Managers at the telephone numbers
shown below:
BofA Securities Collect: (980) 287-6959
Email: debt_advisory@bofa.com
Credit Suisse Securities (USA) LLC Collect: (212) 538-2147 Toll
Free: (800) 820-1653
J.P. Morgan Securities LLC Collect: (212) 834-4087 Toll Free:
(866) 834-4666
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 2022 Notes, nor does it
constitute an offer to sell, or a solicitation of an offer to buy,
any security, including the New Notes, nor does it constitute a
solicitation for an offer to purchase any security, including the
New Notes or the 2022 Notes.
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 tender
offer and its expected completion, the use of proceeds from the
offering of the 2022 Notes and any potential redemption 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, the ability to satisfy the Financing Condition
and 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20200812005412/en/
Courtnee Chun 720-875-5420
QVC Media Relations 484-701-1647
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