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

 

QVC, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

23-2414041

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

1200 Wilson Drive

West Chester, Pennsylvania 19380

(Address of principal executive offices and zip code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class to be so
registered

 

Name of each exchange on which each class
is to be registered

6.375% Senior Secured Notes due 2067

 

New York Stock Exchange

 

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), 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), check the following box. o

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-213066

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 



 

Item 1. Description of Registrant’s Securities to be Registered.

 

A description of the 6.375% Senior Secured Notes due 2067 of QVC, Inc. (the “Registrant”) is set forth under the caption “Description of Notes” in the prospectus supplement dated September 6, 2018 to the prospectus dated September 14, 2016 (together, the “Prospectus”) filed by the Registrant on September 10, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which Prospectus constitutes a part of the Registrant’s Registration Statement on Form S-3/A (Registration No. 333-213066), which was filed with the Securities and Exchange Commission and which became effective on September 14, 2016. Such Prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.

 

Item 2. Exhibits.

 

4.1

 

Indenture, dated September 13, 2018, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC and U.S. Bank National Association, as trustee

 

 

 

4.2

 

First Supplemental Indenture, dated September 13, 2018, by and among QVC, Inc., Affiliate Investment, Inc., Affiliate Relations Holdings, Inc., AMI 2, Inc., ER Marks, Inc., QVC Global Holdings I, Inc., QVC Global Holdings II, Inc., QVC Rocky Mount, Inc., QVC San Antonio, LLC and U.S. Bank National Association, as trustee

 

 

 

4.3

 

Form of 6.375% Senior Secured Notes due 2067

 

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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.

 

Date: September 13, 2018

 

 

QVC, INC.

 

 

 

By:

/s/ John F. Misko

 

 

Name:

John F. Misko

 

 

Title:

Senior Vice President and Controller

 

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