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): June 9, 2022
QVC, INC.
(Exact name of registrant as specified in its charter)
| 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):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 |
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 ¨
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. ¨
Item 8.01. Other Events.
On June 9, 2022, QVC, Inc. (“QVC”), an indirect wholly-owned subsidiary of Qurate Retail, Inc., issued a press release announcing the commencement of its cash tender offer to purchase any and all of the $750 million outstanding aggregate principal amount of its 4.375% Senior Secured Notes due 2023 (the “2023 Notes”), subject to certain conditions (the “Tender Offer”). A copy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.1 and incorporated by reference herein.
This Current Report on Form 8-K does not constitute an offer to tender for, or purchase, any 2023 Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy any security.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: June 9, 2022
| | QVC, INC. |
| | |
| | By: | /s/ John F. Misko |
| | | Name: | John F. Misko |
| | | Title: | Senior Vice President, Corporate Finance, Controller and Assistant Secretary |
