Qurate Retail Announces Payment of Extraordinary Additional Distribution & Adjusted Composition of Reference Shares under 0.7...
June 19 2018 - 5:15PM
Business Wire
Qurate Retail, Inc. (“Qurate Retail”) (Nasdaq: QRTEA,
QRTEB) announces an Extraordinary Additional Distribution to the
holders of the 0.75% Exchangeable Senior Debentures due 2043 (the
“Debentures”) issued by its direct wholly-owned subsidiary, Liberty
Interactive LLC (“LI LLC”). The amount of the Extraordinary
Additional Distribution is $277.5381 per $1,000 original principal
amount of Debentures (a ”Debenture”), which is attributable to the
cash consideration of $53.75 per share paid to former holders of
common stock of Time Warner Inc. (“TWX”) on June 15, 2018 in
connection with AT&T Inc.’s (“AT&T”) acquisition of TWX
(“AT&T/TWX Acquisition”). As of March 30, 2018, 1,116
Debentures remained outstanding in an aggregate adjusted principal
amount of $407,917. After giving effect to the Extraordinary
Additional Distribution, the aggregate adjusted principal amount of
Debentures outstanding will be approximately $98,184.
LI LLC expects to pay the Extraordinary Additional Distribution
on July 16, 2018, to holders of record of the Debentures on June
29, 2018. Under the indenture governing the Debentures, the
original principal amount of the Debentures is reduced in an amount
equal to each Extraordinary Additional Distribution that is made to
holders of the Debentures. Thereafter, the adjusted principal
amount is further reduced on each successive quarterly interest
payment date to the extent necessary to cause the quarterly
interest payment to represent the payment of an annualized yield of
0.75% of the adjusted principal amount. This latter adjustment will
take effect on September 30, 2018, the second succeeding interest
payment date after the payment of the Extraordinary Additional
Distribution.
To date, LI LLC has made two prior Extraordinary Additional
Distributions to holders of the Debentures. On June 16, 2016, LI
LLC made an Extraordinary Additional Distribution of $614.4332 per
$1,000 original principal amount of the Debentures attributable to
the cash distribution made to former holders of common stock of
Time Warner Cable, Inc. (“TWC”) on May 18, 2016, in connection with
the mergers involving Charter Communications, Inc. and TWC. On
March 1, 2018, LI LLC made an Extraordinary Additional Distribution
of $11.9399 per $1,000 original principal amount of Debentures
attributable to the cash consideration of $18.50 per share paid to
former holders of common stock of Time Inc. (“Time”) on January 31,
2018, in connection with the acquisition of Time by Meredith
Corporation.
Reductions to the principal amount of the Debentures do not
affect the amount of the quarterly interest payments received by
holders of the Debentures, which will continue to be a rate equal
to 0.75% per annum of the original principal amount of the
Debentures.
As a result of the Extraordinary Additional Distribution being
made on the Debentures in connection with the AT&T/TWX
Acquisition, the adjusted principal amount of the Debentures will
be reduced by $277.5381 per $1,000 original principal amount of the
Debentures.
Holders of the Debentures will not be entitled to the
Extraordinary Additional Distribution if they transfer or submit
through DTC a notice of exchange prior to June 29, 2018, the
special record date for payment of the Extraordinary Additional
Distribution.
As a result of the AT&T/TWX Acquisition, the reference
shares attributable to each $1,000.00 original principal of
Debentures consist of a basket of 3.1648 shares of Class A common
stock of Charter (NASDAQ: CHTR) and 7.4199 shares of common stock
of AT&T Inc. (NYSE: T).
About Qurate Retail, Inc. (formerly Liberty Interactive
Corporation)
Qurate Retail, Inc. operates and owns interests in a broad range
of digital commerce businesses. Qurate Retail, Inc.’s businesses
and assets consist of its subsidiaries QVC, Inc., HSN, Inc., and
zulily, llc (collectively, the Qurate Retail Group) as well as its
interests in ILG and FTD, among other things.
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version on businesswire.com: https://www.businesswire.com/news/home/20180619006424/en/
Qurate Retail, Inc.Courtnee Chun, 720-875-5420
Qurate Retail (NASDAQ:QRTEA)
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