Qurate Retail Announces Declaration of Special Dividend of Cash and Preferred Stock to Common Stock Holders
August 21 2020 - 1:18PM
Business Wire
Qurate Retail, Inc. ("Qurate Retail") (Nasdaq: QRTEA, QRTEB)
today announced that an authorized committee of its Board of
Directors declared a special dividend on each outstanding share of
its common stock consisting of (i) a special cash dividend in the
amount of $1.50 per common share, for an aggregate cash dividend of
approximately $633 million, and (ii) a special dividend of 0.03
shares of newly issued 8.0% Series A Cumulative Redeemable
Preferred Stock (the “Preferred Shares”), having an initial
liquidation price of $100 per Preferred Share, with cash to be paid
in lieu of fractional shares.
The distribution ratio for the Preferred Share dividend is
equivalent to $3.00 in initial liquidation preference per common
share, for an aggregate issuance of approximately $1.3 billion
aggregate liquidation preference. Holders of the Preferred Shares
are entitled to receive quarterly cash dividends at a rate of 8.0%
per annum on a cumulative basis, beginning December 15, 2020 and
thereafter on each March 15, June 15, September 15 and December 15
during the term. The Preferred Shares will be non-voting, except in
limited circumstances as required by law, will be subject to
mandatory redemption on March 15, 2031 and are expected to trade
separately from the common shares on the Nasdaq Global Select
Market under the ticker symbol QRTEP following the date of
distribution. The distribution of the Preferred Shares is intended
to be tax-free to shareholders, other than any cash paid in lieu of
fractional shares. John Malone and Greg Maffei, each a member of
Qurate Retail’s board of directors, have indicated their intention
to be long-term holders of the preferred, which will collectively
represent approximately 8% of the Preferred Shares expected to be
outstanding on the distribution date.
The committee of the Board of Directors has declared a record
date of 5:00 p.m., New York City time, on August 31, 2020 for the
dividend and set a distribution date of 5:00 p.m., New York City
time, on September 14, 2020. The distribution of the Preferred
Shares remains subject to the satisfaction or waiver, as
applicable, of the following conditions: registration of the
Preferred Shares under the Securities Exchange Act of 1934,
approval for listing on the Nasdaq Global Select Market, receipt of
an opinion of tax counsel, and no revocation of the dividend prior
to the distribution date.
Additional detail regarding the special dividend are expected to
be announced by press release at a later date, including details on
the ex-dividend date and when-issued trading.
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 special
dividend, including the timing and amount and the listing of the
Preferred Shares on the Nasdaq Global Select Market. 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, regulatory matters affecting our businesses, continued
access to capital on terms acceptable to Qurate Retail,
satisfaction of the conditions to the distribution of the Preferred
Shares, changes in law and government regulations, the availability
of investment opportunities, and general market conditions
(including as a result of COVID-19). These forward-looking
statements speak only as of the date of this press release, and
Qurate Retail expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in Qurate Retail's
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 Qurate Retail,
including the most recent Forms 10-K and 10-Q, for additional
information about Qurate Retail and about the risks and
uncertainties related to Qurate Retail's business which may affect
the statements made in this press release.
About Qurate Retail, Inc.
Qurate Retail, Inc. operates and owns interests in a broad range
of digital commerce businesses. Qurate Retail, Inc.’s businesses
and assets consist of QVC (and its subsidiaries, including HSN),
Zulily and the Cornerstone Brands (collectively, the Qurate Retail
Group) as well as various green energy and other investments.
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