UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): January 28, 2020

 

QVC, INC.

(Exact name of registrant as specified in its charter)

 

State of Delaware

 

001-38654

 

23-2414041

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

1200 Wilson Drive

West Chester, Pennsylvania 19380

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (484) 701-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

6.375% Senior Secured Notes due 2067

 

QVCD

 

New York Stock Exchange

6.250% Senior Secured Notes due 2068

 

QVCC

 

New York Stock Exchange

 

 

 


 

Item 8.01. Other Events.

 

On January 28, 2020, QVC, Inc. (“QVC”), an indirect wholly-owned subsidiary of Qurate Retail, Inc. (“Qurate Retail”), issued a press release announcing the commencement of a proposed offering of $500 million aggregate principal amount of its new senior secured notes due 2027 (the “Notes”). A copy of the press release is attached hereto as Exhibit 99.1.  The Notes will be secured by a first priority lien on the capital stock of QVC, which also secures QVC’s existing secured indebtedness and certain future indebtedness.  The net proceeds from the offering are expected to be used to repay a portion of the borrowings outstanding under QVC’s senior secured credit facility.  QVC’s senior secured credit facility is used for working capital purposes and, among other things, may be used for the repayment of other debt and the payment of dividends to Qurate Retail for general corporate purposes, including repurchases of its common stock.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated January 28, 2020 regarding the Notes offering.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 28, 2020

 

 

QVC, INC.

 

 

 

 

By:

/s/ John F. Misko

 

 

Name:

John F. Misko

 

 

Title:

Senior Vice President and Controller

 

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