SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 12, 2020
(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 August 12, 2020, QVC, Inc. (“QVC”), an indirect wholly-owned subsidiary of Qurate Retail, Inc., issued a press release announcing the commencement of a proposed offering (the “Offering”) of $500 million aggregate principal amount of its new senior secured notes due 2028 (the “New Notes”). A copy of the press release announcing the Offering is attached hereto as Exhibit 99.1.
Also on August 12, 2020, QVC issued a press release announcing the commencement of its cash tender offer to purchase any and all of the $500 million outstanding aggregate principal amount of its 5.125% senior secured notes due 2022 (the “2022 Notes”), subject to certain conditions, including the consummation of the Offering (the “Tender Offer”). A copy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.2 and incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any 2022 Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy the New Notes.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release dated August 12, 2020 regarding the Offering.|
|99.2||Press Release dated August 12, 2020 regarding the Tender Offer.|
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: August 12, 2020
|By:||/s/ John F. Misko|
|Name:||John F. Misko|
|Title:||Senior Vice President and Controller|