By Business Wire, March 18, 2013, 08:53:00 AM EDT
WEST CHESTER, Pa.--(BUSINESS WIRE)--
QVC, Inc. announced today that, as of 5:00 p.m., New York City time, on
March 15, 2013 (the "Any and All Expiration Date" and the "Dutch
Auction Early Tender Deadline"), the following principal amounts of
the outstanding senior secured notes have been tendered and accepted for
purchase under the previously announced cash tender offers (the "Offers")
to purchase any and all of its outstanding $500 million in aggregate
principal amount of 7.125% Senior Secured Notes due 2017 (the "Any
and All Notes") and up to $250 million in aggregate principal amount
(as such amount may be increased in QVC's sole discretion, the "Dutch
Tender Cap") of its 7.50% Senior Secured Notes due 2019 (the "Dutch
AuctionNotes" and together with the Any and All Notes, the "Notes")
on the terms and subject to the conditions set forth in the Offer to
Purchase, dated as of March 4, 2013 (as it may be amended or
supplemented from time to time, the "Offer to Purchase").
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Series of Notes
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CUSIP Numbers
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Outstanding Principal Amount Prior to Commencement of the Offers |
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Principal Amount Tendered on or Prior to the Any and All
Expiration Date or the Dutch Auction Early Tender Deadline, as
applicable |
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Principal Amount Accepted at Any and All Expiration Date or the
Dutch Auction Early Tender Deadline, as applicable |
| Any and All Notes: |
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7.125% Senior Secured Notes due 2017
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747262AC7,
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$500,000,000
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$124,463,000
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$124,463,000
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U74900AB4
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| Dutch Auction Notes: |
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7.500% Senior Secured Notes due 2019
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747262AA1,
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$1,000,000,000
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$230,708,000
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$230,708,000
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747262AB9,
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U74900AA6
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Holders of the Any and All Notes that have been accepted for purchase
will receive the total consideration of $1,039.40 for each $1,000
principal amount of the Any and All Notes purchased pursuant to the
Offers. All of the tenders of Dutch Auction Notes were made at various
bid prices within the acceptable bid price range of $1,105.00 -
$1,120.00 per $1,000 principal amount of Notes. Holders of the Dutch
Auction Notes who validly tendered and did not withdraw their Dutch
Auction Notes on or prior to the Dutch Auction Early Tender Deadline,
and whose Dutch Auction notes are purchased pursuant to the Offers, will
be entitled to receive the total consideration payable under the Offers,
which includes an "Early Tender Payment" of $30.00 for each $1,000
principal amount of Dutch Auction Notes so purchased. Based on the
modified Dutch Auction procedure as described in the Offer to Purchase,
the total consideration for the Dutch Auction Notes is $1,120 for each
$1,000 principal amount of Dutch Auction Notes. QVC expects to make
payment for such accepted Any and All Notes and Dutch Auction Notes
today.
Pursuant to the Offer to Purchase, holders of Dutch Auction Notes may
tender their Notes after the Dutch Auction Early Tender Deadline.
However, any such tender will not be entitled to receive the Early
Tender Payment. The Offer for the Dutch Auction Notes will expire at
11:59 p.m., New York City Time, on April 1, 2013 unless extended (such
time and date, as the same may be extended, the "Dutch Auction
Expiration Date").
As the withdrawal date of 5:00 p.m., New York City time, on March 15,
2013 has passed, previously tendered Dutch Auction Notes can no longer
be withdrawn, and holders who tender Dutch Auction Notes after such
withdrawal date will not have withdrawal rights unless otherwise
required by applicable law.
Subject to and in accordance with applicable law, QVC reserves the right
to amend, extend or terminate the Offer for the Dutch Auction Notes at
any time prior to the Dutch Auction Expiration Date.
On March 18, 2013, QVC will send a written notice to the trustee for the
indenture governing the Any and All Notes exercising its right to redeem
the Any and All Notes that were not tendered pursuant to the Offers. QVC
expects to close such redemption on or about April 17, 2013.
Additional Information
QVC has retained Barclays Capital Inc., J.P.Morgan Securities LLC and
Wells Fargo Securities, LLC to act as the Lead Dealer Managers for the
Offers. BNP Paribas Securities Corp., BofA Merrill Lynch and Morgan
Stanley & Co. LLC are the Co-Dealer Managers for the Offers. Global
Bondholder Services Corporation is the Information Agent and Depositary
for the Offers. Questions regarding the Offers should be directed to
Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or
(212) 834-4811 (collect) and Wells Fargo Securities, LLC at (866)
309-6316 (toll-free) or (704) 410-4760 (collect). Requests for
documentation should be directed to Global Bondholder Services
Corporation at (866) 470-3800 (toll-free) or (212) 430-3774 (for banks
and brokers). This press release is for informational purposes only.
This press release is not an offer to purchase or a solicitation of an
offer to purchase with respect to any Notes or any other securities. The
Offers are being made solely pursuant to the Offer to Purchase and
related documents. The Offers are not being made to holders of Notes in
any jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue
sky laws require the Offers to be made by a licensed broker or dealer,
the Offers will be deemed to be made on behalf of QVC by the Dealer
Managers, or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction. None of QVC, the Dealer Managers or
the Information Agent makes any recommendation as to whether holders
should tender or refrain from tendering their Notes. Holders must make
their own decision as to whether to tender Notes and, if so, the
principal amount of the Notes to tender.
Forward-Looking Statements
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995,
including without limitation, statements about the completion of the
Offers. These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially from
those expressed or implied by such statements, including, without
limitation, general market conditions. These forward looking statements
speak only as of the date of this press release, and QVC expressly
disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect
any change in QVC's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of QVC, including
the most recent Form 10-K for additional information about QVC and about
the risks and uncertainties related to QVC's business which may affect
the statements made in this press release.
Source: Liberty Interactive Corporation