UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF
CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
QURATE RETAIL, INC.
(Exact name of registrant as specified in
its charter)
Delaware
|
|
84-1288730
|
(State of or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
12300 Liberty Blvd.
Englewood, Colorado
|
|
80112
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Securities to be registered pursuant to
Section 12(b) of the Act:
Title of each class
|
|
Name of each exchange on which
|
to be so registered
|
|
each class is to be registered
|
8.0% Series A Cumulative Redeemable Preferred
Stock
|
|
The Nasdaq Stock Market LLC
|
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following
box. x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following
box. ¨
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: None (if applicable)
Securities to be registered pursuant to Section 12(g) of the
Act: None
|
Item 1.
|
Description of Registrant’s Securities to be Registered.
|
The securities to be registered hereby are
the 8.0% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) of Qurate Retail,
Inc., a Delaware corporation (the “Registrant” or “Qurate Retail”).
The Registrant has been informed that the
Series A Preferred Stock will trade on the Nasdaq Global Select Market under the symbol “QRTEP.”
A description of the Series A Preferred
Stock as set forth in the Registrant’s Certificate of Designations of 8.0% Series A Cumulative Redeemable Preferred Stock
(the “Certificate of Designations”) is set forth below. Such description is qualified in its entirety
by reference to the full text of the Certificate of Designations, which is filed as Exhibit 4.1 to this Registration Statement
on Form 8-A. The description of the Registrant’s preferred stock contained in the Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (Exhibit 4.3 to the Registrant’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 filed February 26, 2020 (File No. 001-33982)) is incorporated herein
by reference and made part of this registration statement in its entirety.
Dividends
Subject to the prior preferences and other
rights of any Senior Stock (as defined in the Certificate of Designations), the holders of shares of Series A Preferred Stock are
entitled to receive, when, as and if declared by the board of directors of the Registrant (the “Board”), out
of legally available funds, preferential dividends that accrue and cumulate as provided in the Certificate of Designations.
Dividends on each share of Series A Preferred
Stock accrue on a daily basis at a rate of 8.00% per annum of the liquidation price (as described below).
If declared, accrued dividends are payable
quarterly on each dividend payment date, which is March 15, June 15, September 15, and December 15 of each year, commencing
on December 15, 2020 (or, if such date is not a business day, the next business day after such date).
To the extent the dividend amount due to
the holders of Series A Preferred Stock is not paid in full on a dividend payment date for any reason then, subject to a 30-day
cure period, all dividends (whether or not declared) that have accrued on a share of Series A Preferred Stock during the dividend
period ending on the day immediately preceding such dividend payment date and which are unpaid will be added to the liquidation
price of such share and remain until paid together with all dividends that have accrued to the date of such payment with respect
to that portion of the liquidation price which consists of accrued and unpaid dividends.
If the Registrant fails to pay cash dividends
on the Series A Preferred Stock in full for any dividend period then, subject to a 30-day cure period, the dividend rate will increase
by 1.50% per annum of the liquidation price until cured.
If the Registrant fails to pay the applicable
redemption price in full with respect to any redemption of the Series A Preferred Stock or fails to make a payment with respect
to the Series A Preferred Stock as required by the Certificate of Designations in connection with a liquidation or an Extraordinary
Transaction (as defined in the Certificate of Designations), then, subject to a 30-day cure period, the dividend rate will increase
by 1.50% per annum of the liquidation price until cured, plus an additional 0.25% commencing on the dividend payment date immediately
following such nonpayment and for each subsequent dividend period thereafter until such nonpayment is cured, up to a maximum dividend
rate of 11.00% per annum of the liquidation price.
Subject to certain exceptions, so long as
any shares of Series A Preferred Stock are outstanding, the Registrant may not declare or pay any dividend or make any distribution
whatsoever with respect to, or purchase, redeem, or otherwise acquire, any Junior Stock or any Parity Stock (as each such term
is defined in the Certificate of Designations), or set aside funds for any such purposes, unless and until (i) all accrued
and unpaid dividends (whether or not declared) added to the liquidation price together with all accrued dividends with respect
to that portion of the liquidation price which consists of accrued and unpaid dividends have been paid (or appropriately set aside),
and (ii) the Registrant has paid in full (or appropriately set aside) all redemption payments with respect to the Series A
Preferred Stock that the Registrant is then obligated to pay.
Distributions Upon Liquidation, Dissolution or Winding Up
Subject to the prior payment in full of
any Debt Instrument (as defined in the Certificate of Designations) and other liabilities owed to the Registrant’s creditors
and the preferential amounts to which any Senior Stock is entitled, if any liquidation, dissolution or winding up of the Registrant,
whether voluntary or involuntary, occurs, the holders of shares of the Series A Preferred Stock are entitled to receive from the
assets of the Registrant, before any payment or distribution is made to the holders of shares of any Junior Stock, an amount in
property or cash or a combination thereof, as determined by the Board in good faith, per share, equal to the liquidation price
plus all unpaid dividends (whether or not declared) accrued to but excluding the date of distribution of amounts payable to holders
of shares of Series A Preferred Stock in connection with such liquidation, dissolution or winding up of the Registrant since the
immediately preceding dividend payment date, which payment will be made pari passu with any such payment made
to the holders of shares of any Parity Stock.
The liquidation price of each share of Series
A Preferred Stock is the sum of (i) $100, plus (ii) an amount equal to all unpaid dividends (whether or not declared)
accrued with respect to such share that have been added to and then remain part of the liquidation price as of such date pursuant
to the terms of the Certificate of Designations.
Other than as set forth above, the shares
of Series A Preferred Stock are not participating.
Mandatory and Optional Redemption
The Registrant is required to redeem on
March 15, 2031 all outstanding shares of Series A Preferred Stock out of funds legally available, at the liquidation price plus
all unpaid dividends (whether or not declared) accrued from the most recent dividend payment date.
On any business day occurring on or after
the fifth anniversary of the original issue date of the Series A Preferred Stock (the “Original Issue Date”),
the Registrant is permitted, at any time and from time to time, to redeem all or a portion of the outstanding shares of Series
A Preferred Stock out of funds legally available, at the liquidation price plus all unpaid dividends (whether or not declared)
accrued from the most recent dividend payment date plus, if the redemption is (x) on or after the fifth anniversary of the Original
Issue Date but prior to its sixth anniversary, 4.00% of the liquidation price, (y) on or after the sixth anniversary of the Original
Issue Date but prior to its seventh anniversary, 2.00% of the liquidation price and (z) on or after the seventh anniversary of
the Original Issue Date, zero.
The Certificate of Designations provides
certain mechanisms for partial redemption and places certain restrictions on the Registrant in the event the Registrant does not
have funds legally available to satisfy its redemption obligations.
Protective Provisions
In addition to any vote required by applicable
law, for so long as any of the shares of Series A Preferred Stock remain outstanding, the Registrant may not, without the affirmative
vote of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting separately as a series,
amend, alter or repeal the terms of the Series A Preferred Stock, whether by merger, share exchange, consolidation or otherwise
(except for any Extraordinary Transaction, in which case no vote of the holders of shares of Series A Preferred Stock will be required),
in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock, unless each share of Series
A Preferred Stock (i) will remain outstanding without a material and adverse change to the powers, preferences or rights of the
Series A Preferred Stock or (ii) will be converted or exchanged for preferred stock of the surviving entity or a direct or indirect
parent entity of such surviving entity having powers, preferences and rights substantially identical to that of a share of Series
A Preferred Stock (with limited exceptions, which may include the grant of additional powers, preferences or rights, including
voting rights) (“Substitute Preferred Stock”).
Extraordinary Transactions
If any Extraordinary Transaction occurs
that is a merger or consolidation immediately after which the shares of Series A Preferred Stock will not remain outstanding, the
holders of Series A Preferred Stock will be entitled, at the sole discretion of the Board, either (i) to be paid out of the consideration
payable to the stockholders of the Registrant in such Extraordinary Transaction an amount in cash equal to the liquidation price
plus all accrued and unpaid dividends (whether or not declared) since the immediately preceding dividend payment date to but excluding
the date of payment, and the shares of Series A Preferred Stock will be cancelled, or (ii) to receive Substitute Preferred Stock,
in each case, upon the conversion or exchange of such shares of Series A Preferred Stock in connection with such Extraordinary
Transaction.
If any other Extraordinary Transaction occurs,
at the sole discretion of the Board, (i) the Series A Preferred Stock will remain outstanding without a material and adverse change
to its powers, preferences or rights, (ii) the Series A Preferred Stock will be converted into or exchanged for Substitute Preferred
Stock, or (iii) all, but not less than all, of the shares of the Series A Preferred Stock may be redeemed within 90 days after
such Extraordinary Transaction, at an amount in cash, out of funds legally available, equal to the liquidation price plus all unpaid
dividends (whether or not declared) accrued since the immediately preceding dividend payment date to, but excluding, the date of
payment.
If an exchange, consolidation, merger or
similar transaction that is not an Extraordinary Transaction occurs and in connection therewith the Series A Preferred Stock will
not remain outstanding, the holders of Series A Preferred Stock will be entitled to receive shares of Substitute Preferred Stock
upon the conversion or exchange thereof in connection with such transaction.
Preemptive Rights
The holders of shares of Series A Preferred
Stock do not have any preemptive right to subscribe for or purchase any capital stock or other securities which may be issued by
the Registrant.
Waiver
Any provision of the Certificate of Designations
and any right of the holders of shares of Series A Preferred Stock may be waived as to all shares of Series A Preferred Stock (and
the holders thereof) upon the written consent of the Board (or any authorized committee thereof) and the holders of a majority
of the shares of Series A Preferred Stock then outstanding. The Certificate of Designations prohibits action by written consent
of the holders of the Series A Preferred Stock, except as provided in the preceding sentence.
Voting Power
Generally
The holders of the Series A Preferred Stock
will not have any voting rights or powers, except as specified in the Certificate of Designations or as required by Delaware law.
Preferred Dividend Directors
So long as there remain outstanding shares
of Series A Preferred Stock having an aggregate liquidation price in excess of 25% of the aggregate liquidation price of the shares
of Series A Preferred Stock issued on the Original Issue Date (the “Threshold Amount”), holders of Series A
Preferred Stock will have the following director election rights.
Subject to the preceding paragraph, whenever
dividends on any shares of the Series A Preferred Stock have not been declared and paid for the equivalent of two consecutive dividend
periods (a “Dividend Nonpayment”), the authorized number of directors on the Board will automatically be
increased by one and the holders of the Series A Preferred Stock, voting together as a single class with holders of any and all
Voting Parity Stock (as defined in the Certificate of Designations) then outstanding, will be entitled, at the Registrant’s
next annual meeting of stockholders or at a special meeting of stockholders, if any, as provided below, to vote for the election
of one additional member of the Board (the “Preferred Dividend Director”). Subject to the preceding paragraph,
whenever the Registrant fails to pay the applicable redemption price in full with respect to any redemption of the Series A Preferred
Stock or fails to make a payment with respect to the Series A Preferred Stock as required by the Certificate of Designations in
connection with a liquidation or an Extraordinary Transaction (a “Nonpayment”), the authorized number of
directors on the Board will automatically be increased by two (if a Dividend Nonpayment has previously occurred and not been rescinded)
or by three and the holders of the Series A Preferred Stock, voting together as a single class with holders of any and all Voting
Parity Stock, will be entitled, at the Registrant’s next annual meeting of stockholders or at a special meeting of stockholders,
if any, as provided below, to vote for the election of these additional members of the Board (each, a “Nonpayment Director,”
and, together with the Preferred Dividend Director, the “Preferred Stock Directors”); provided, that the Board
will, at no time, include more than three Preferred Stock Directors. Notwithstanding the foregoing, the Certificate of Designations
prohibits the election or appointment of any Preferred Stock Director if it would cause the Registrant to violate the corporate
governance requirements of Nasdaq (or any other exchange or automated quotation system on which the Registrant’s common stock
may be listed or quoted), including the requirement that the Board have a majority of independent directors. The Preferred Stock
Directors will stand for reelection annually, at each subsequent annual meeting of the stockholders, so long as the holders of
the Series A Preferred Stock continue to have such voting powers.
If a Dividend Nonpayment or Nonpayment has
occurred, the holders of record representing in the aggregate at least 25% of the then-outstanding shares of the Series A Preferred
Stock and any Voting Parity Stock may request that a special meeting of stockholders be called to elect such Preferred Stock Directors
(provided, however, that if the Registrant’s next annual or a special meeting of stockholders is scheduled to be held within
90 days of the receipt of such request, the election of such Preferred Stock Directors, to the extent otherwise permitted by the
Registrant’s amended and restated bylaws, will, instead, be included in the agenda for and will be held at such scheduled
annual or special meeting of stockholders). If the Registrant pays all amounts as is necessary to cause the rights of the holders
of Series A Preferred Stock to elect Preferred Stock Directors to terminate, then the Registrant may cancel any special meeting
called by the holders of Series A Preferred Stock and, with respect to Preferred Stock Directors proposed to be elected at any
annual meeting of stockholders of the Registrant, the Registrant will rescind any nominations and will not be required to elect
any such Preferred Stock Directors.
At any meeting at which the holders of the
Series A Preferred Stock are entitled to elect Preferred Stock Directors, at least a majority of the voting power of the then-outstanding
shares of Series A Preferred Stock and all Voting Parity Stock, voting together as a single class, must be present in person
or represented by proxy at the meeting to constitute a quorum, and the affirmative vote of the holders of shares of Series A Preferred
Stock and the record holders of shares of any Voting Parity Stock representing in the aggregate at least a majority of the voting
power of the shares of Series A Preferred Stock and all Voting Parity Stock, voting together as a single class, present in person
or represented by proxy will be sufficient to elect the Preferred Stock Directors.
As used herein, “Voting Parity Stock”
means any class or series of capital stock authorized after the effective time of the Certificate of Designations that expressly
ranks on a parity basis with the Series A Preferred Stock and upon which voting powers for the election of directors upon nonpayment
of dividends or failure to redeem shares when required have been conferred and are exercisable at the time of determination.
At such time as (x) the Threshold Amount
is no longer issued and outstanding or (y) the Dividend Nonpayment is cured, then automatically and without any further action
the right of the holders of shares of Series A Preferred Stock to elect the Preferred Dividend Director (and to call a special
meeting of stockholders for such election) will terminate and the term of office of the Preferred Dividend Director will immediately
expire, causing the person then serving as the Preferred Dividend Director to immediately cease to be a director of the Registrant.
At such time as (x) the Threshold Amount
is no longer issued and outstanding or (y) the Nonpayment is cured, then automatically and without any further action the right
of the holders of shares of Series A Preferred Stock to elect the Nonpayment Directors (and to call a special meeting of stockholders
for such election) will terminate and the persons then serving as such Nonpayment Directors will immediately cease to be directors
of the Registrant.
Any Preferred Stock Director may be removed
at any time, with or without cause, by the holders of shares of Series A Preferred Stock and the record holders of shares of any
Parity Stock representing in the aggregate at least a majority of the voting power of the shares of Series A Preferred Stock and
all Voting Parity Stock, voting together as a single class. Any vacancy in respect of any Preferred Stock Director directorship
will remain vacant until the earlier of the time upon which (A) if any Preferred Stock Directors are then in office, such vacancy
is filled by a majority of the Preferred Stock Directors then in office and (B) a Preferred Stock Director is elected with respect
to such Preferred Stock Director directorship at any meeting of stockholders of the Registrant. The Preferred Stock Directors will
each be entitled to one vote per director on any matter on which members of the Board as a whole are entitled to vote.
The following exhibits are filed as part
of this Registration Statement on Form 8-A:
* Filed herewith.
SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized.
|
QURATE RETAIL, INC.
|
|
|
|
|
Date: August 27, 2020
|
By:
|
/s/ Katherine C. Jewell
|
|
Name:
|
Katherine C. Jewell
|
|
Title:
|
Assistant Vice President and Secretary
|
Qurate Retail (NASDAQ:QRTEB)
Historical Stock Chart
From Aug 2024 to Sep 2024
Qurate Retail (NASDAQ:QRTEB)
Historical Stock Chart
From Sep 2023 to Sep 2024