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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): April 16, 2026 (April 16, 2026)
QVC,
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-38654 |
|
23-2414041 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
1200 Wilson Drive
West Chester, Pennsylvania 19380
(Address of principal executive offices, including zip code)
(484) 701-1000
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
¨ 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 1.01 |
Entry into a Material Definitive Agreement. |
Restructuring Support Agreement
On April 16, 2026, QVC Group, Inc. (“QVC Group” and together
with certain of its affiliates, the “Company Parties”) entered into a Restructuring Support Agreement (the “Restructuring
Support Agreement”) with (i) certain holders of (a) the 4.750% Senior Secured Notes due 2027, 4.375% Senior Secured Notes due 2028,
6.875% Senior Secured Notes due 2029, 5.450% Senior Secured Notes due 2034, 5.950% Senior Secured Notes due 2043, 6.375% Senior Secured
Notes due 2067 (the “2067 Notes”) and 6.250% Senior Secured Notes due 2068 (the “2068 Notes,” and collectively,
the “QVC Notes”) issued by QVC, Inc. ("QVC" or the "Company") (such holders, the “Consenting QVC
Noteholders”), (ii) certain holders of the 3.75% senior unsecured exchangeable debentures due 2030, 4.00% senior unsecured exchangeable
debentures due 2029, 8.25% senior unsecured debentures due 2030, and 8.50% senior unsecured debentures due 2029 (collectively, the “LINTA
Notes”) issued by Liberty Interactive LLC ("Liberty LLC") (such holders, the “Consenting LINTA Noteholders”)
and (iii) certain lenders (the “Consenting RCF Lenders” and, together with the Consenting QVC Noteholders and the Consenting
LINTA Noteholders, the “Consenting Stakeholders”) providing revolving commitments and extensions of credit pursuant to that
certain Fifth Amendment and Restatement Agreement dated as of October 27, 2021, by and among QVC and QVC Global Corporate Holdings, LLC,
as borrowers, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative and collateral agent. (the
“Credit Agreement,” and the revolving credit facility thereunder, the “Credit Facility,” and such lenders, the
“RCF Lenders”). The Credit Facility, together with the QVC Notes and LINTA Notes, are herein referred to as the “Debt
Instruments”. The transactions contemplated in the Restructuring Support Agreement are expected to be implemented through a prepackaged
chapter 11 process (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the
“Bankruptcy Court”).
The Restructuring Support Agreement and the proposed prepackaged plan
of reorganization (the “Plan”) attached thereto contemplate the restructuring of the Company Parties’ outstanding funded
debt obligations, including approximately $2.15 billion of outstanding QVC Notes, approximately $1.5 billion of outstanding LINTA Notes and approximately $2.9 billion outstanding
under the Credit Facility. Specifically, the material terms of the Restructuring
Support Agreement and the Plan include, among other things, that:
| · | QVC or any successor
or assign thereto, by merger, consolidation, or otherwise (such entity, “Reorganized
QVC”) shall issue approximately $1.3 billion in aggregate original principal amount of takeback
debt (the “Takeback Debt”) on the terms and conditions set forth in the
Takeback Debt Documents (as defined in the Restructuring Support Agreement); |
| · | on or as soon as reasonably
practicable following the effective date of the Plan (the "Effective Date"), receipt by the holders of claims arising under, in connection
with, or on account of the Credit Facility and the QVC Notes of their pro rata share of: (i) QVC Distributable Cash (as
defined in the Plan); (ii) the Takeback Debt; and (iii) 100% of the equity in Reorganized QVC, subject to
dilution by the management incentive plan; |
| · | non-funded debt general unsecured claims (including all trade claims and contract and lease claims) will be unimpaired; and |
| |
· |
QVC will enter into a $300.0 million debtor-in-possession letter of credit facility (the “DIP LC Facility”) with JPMorgan Chase Bank, N.A., as agent, to issue new letters of credit and roll existing letters of credit to support operations during the pendency of the Chapter 11 Cases, cash collateralized by $315 million deposited in a cash collateral account; commitments under the DIP LC Facility would expire upon the earliest of (i) six months from the Petition Date, (ii) the Effective Date and (iii) the occurrence of an event of default, all as more fully set forth in the DIP LC Facility Term Sheet attached as Exhibit D to the Restructuring Support Agreement, which is filed as part of Exhibit 10.1 hereto, and subject to Bankruptcy Court approval pursuant to interim and final DIP orders. |
In accordance with the Restructuring Support
Agreement, each Consenting Stakeholder agreed, among other things, to (i) support the Restructuring Transactions (as defined in the
Restructuring Support Agreement) and vote and exercise any powers or rights available to it in favor of any matter requiring
approval to the extent necessary to implement the Restructuring Transactions; (ii) use commercially reasonable efforts to cooperate
with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company
Parties’ other stakeholders; (iii) not object to, delay, impede or take any other action to interfere with acceptance,
implementation or consummation of the Restructuring Transactions and use commercially reasonable efforts to oppose any person from
taking such action; (iv) give any notice, order, instruction or direction to the applicable agents and trustees as necessary to give
effect to the Restructuring Transactions; (v) negotiate in good faith and use commercially reasonable efforts to execute and
implement certain documents that are consistent with the Restructuring Support Agreement; and (vi) vote to accept the Plan on a
timely basis following commencement of the Solicitation.
In accordance with the Restructuring Support Agreement, the Company
Parties agreed, among other things, to (i) support and take all steps reasonably necessary and desirable to implement and consummate
the Restructuring Transactions in accordance with the Restructuring Support Agreement and the Definitive Documents (as defined in the
Restructuring Support Agreement); (ii) to the extent any legal, regulatory, financial or structural impediment arises that would prevent,
hinder or delay the consummation of the Restructuring Transactions, take all steps reasonably necessary and desirable to address any
such impediment; (iii) use commercially reasonable efforts to obtain any and all required regulatory or other third-party approvals for
the Restructuring Transactions; (iv) negotiate in good faith and take all steps reasonably necessary to execute and deliver any
required agreements to effectuate and consummate the Restructuring Transactions; (v) use commercially reasonable efforts to seek additional
support for the Restructuring Transactions from other material stakeholders to the extent reasonably prudent; (vi) provide draft copies
of all Definitive Documents to counsel to the Consenting Stakeholders as soon as reasonably practicable, but in no event less than two
business days prior to the date when the Company Parties intend to file such documents with the Bankruptcy Court; (vii) not object to,
delay, impede or take any other action that would be reasonably expected to interfere with acceptance, implementation or consummation
of the Restructuring Transactions; and (viii) not seek to amend, terminate or modify the Plan or any Definitive Document in a manner that is not consistent with the Restructuring
Support Agreement.
The Restructuring Support Agreement contains
various milestones, or dates by which the Company Parties are required to, among other things, obtain certain orders of the Bankruptcy
Court and consummate the Restructuring Transactions, including the following (a) filing the Plan and Disclosure Statement with the Bankruptcy Court no later than the Petition Date; (b) obtaining confirmation of
the Plan no later than 75 days of the Petition Date; and (c) the occurrence of the Plan Effective Date no later than 90 days of the
Petition Date.
The signatories to the Restructuring Support Agreement may terminate
the Restructuring Support Agreement under certain circumstances, including the failure to meet the milestones set forth above. Additionally,
each of the Company Parties may terminate the Restructuring Support Agreement in the event the board of directors, board of managers or
such similar governing body of any Company Party determines, after consulting with counsel, (i) that proceeding with any of the Restructuring
Transactions would be inconsistent with the exercise of its fiduciary duties or applicable law or (ii) in the exercise of its fiduciary
duties, to pursue an Alternative Restructuring Proposal (as defined in the Restructuring Support Agreement). In addition, the Restructuring
Support Agreement shall automatically terminate upon the occurrence of the Effective Date.
The Plan remains subject to Bankruptcy Court approval and the satisfaction
of certain conditions precedent. Accordingly, no assurance can be given that the transactions described in the Restructuring Support Agreement
or the Plan will be consummated.
The foregoing descriptions of the Restructuring Support Agreement (and
the Plan and other exhibits attached thereto) do not purport to be complete and are qualified in their entirety by references to the full
text of the Restructuring Support Agreement (and the Plan and other exhibits attached thereto) and Disclosure Statement. Copies of the
Restructuring Support Agreement and Disclosure Statement (as defined below) are filed as Exhibits 10.1 and 99.1 to this Current Report
on Form 8-K and are incorporated by reference in this Item 1.01.
| Item 1.03 |
Bankruptcy or Receivership. |
Voluntary Petition for Reorganization
On April 16, 2026 (the “Petition Date”),
the Company Parties commenced the Chapter 11 Cases under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”)
in the Bankruptcy Court to implement the Restructuring Transactions and the Plan, in accordance with the Restructuring Support Agreement.
Concurrently, QVC Group filed the Plan with the Bankruptcy Court. QVC Group has requested that the Bankruptcy Court administer the Chapter
11 Cases jointly for administrative purposes only under the caption, In re QVC Group, Inc. et al.
The Company Parties expect to continue to operate
their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable
provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. QVC Group and the Company are requesting approval from the Bankruptcy
Court for a variety of “first day” motions to continue their ordinary course operations during the Chapter 11 Cases. The Plan
and requested first day relief anticipate that non-funded debt, general unsecured claims, including trade, contract and lease claims, will
be unimpaired and paid in full in the ordinary course of business.
Subject to Bankruptcy Court approval with
respect to the solicitation of votes necessary to approve the Plan (the “Solicitation”), as well as the scheduling of a
combined hearing to approve the adequacy of the proposed Disclosure Statement (as defined below) and to confirm the Plan, in each
case, on the timeline requested by the Company Parties, the Company Parties anticipate emerging from the Chapter 11 Cases within
approximately 90 days of the Petition Date.
| Item 2.04 |
Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The filing of the Chapter 11 Cases described above in Item 1.03 constitutes
an event of default that accelerated the Company Parties’ obligations under the following Debt Instruments:
| · | Approximately $2.9 billion of borrowings (plus any accrued but unpaid interest in respect thereof) under the Credit Agreement. |
| |
· |
Approximately $2.15 billion
aggregate principal amount of QVC’s outstanding senior secured notes (plus any accrued but unpaid interest in respect thereof), consisting of: (a) $44.0 million of 4.750% senior
secured notes due 2027; (b) $72.0 million of 4.375% senior secured notes due 2028; (c) $605.0 million of 6.875% senior secured notes
due 2029; (d) $400.0 million of 5.450% senior secured notes due 2034; (e) $300.0 million of 5.950% senior secured notes due 2043;
(f) $225.0 million of 6.375% senior secured notes due 2067; and (g) $500.0 million of 6.250% senior secured notes due 2068, each
issued pursuant to their respective indentures and supplemental indentures, as applicable. |
| · | Approximately $1.5 billion aggregate principal amount of Liberty LLC’s outstanding debentures (plus any accrued but unpaid
interest in respect thereof), consisting of: (a) $413.0 million of 3.75% exchangeable senior debentures due 2030; (b) approximately
$287 million of 8.50% senior unsecured debentures due 2029; (c) $280.0 million of 4.00% senior unsecured exchangeable debentures due
2029; and (d) $505.0 million of 8.25% senior unsecured debentures due 2030, each issued pursuant to that certain indenture dated as
of July 7, 1999, as amended, supplemented or otherwise modified from time to time, by and among Liberty LLC (f/k/a Liberty Media
Corporation) and The Bank of New York Mellon Trust Company, N.A. (as successor-in-interest to The Bank of New York Mellon), as
trustee. |
The Credit Facility and QVC Notes provide that, as a result of the
Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. The exchangeable senior debentures provide
that the amount accelerated is the greater of (x) the current principal amount of the exchangeable senior debentures or (y) the market
value of the reference shares, plus all accrued and unpaid interest and all pass-through distributions due with respect to the reference
shares shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments were automatically
stayed as a result of the Chapter 11 Cases (the “Automatic Stay”), and the stakeholders’ rights of enforcement in respect
of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code, including the Automatic Stay.
| Item 7.01 |
Regulation FD Disclosure. |
Commencement of the Solicitation
Pursuant to the Restructuring Support Agreement,
on April 16, 2026, prior to filing the Chapter 11 Cases, the Company Parties commenced the Solicitation, including by distributing
a disclosure statement relating to the Plan (the “Disclosure Statement”) and other solicitation materials to certain eligible
holders of claims against the Company Parties that are entitled to vote on the Plan. A copy of the Disclosure Statement is furnished with this Report as Exhibit 99.1.
This Report does not constitute an offer to sell or a solicitation
of an offer to buy any securities, any securities referred to herein, nor is this Report a solicitation of consents to or votes to accept
the Plan. Any solicitation or offer will only be made pursuant to the Disclosure Statement (as may be amended) and only to such persons
and in such jurisdictions as is permitted under applicable law.
Press Release
On April 16, 2026, QVC Group issued a press release announcing the
QVC Group’s entry into the Restructuring Support Agreement, commencement of the Solicitation, and the filing of the Chapter 11 Cases.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Cleansing Material
Prior to the filing of the Chapter 11 Cases, QVC Group entered into
confidentiality agreements (collectively, the “NDAs”) with certain RCF Lenders, QVC Noteholders, and LINTA Noteholders
and their advisors (the “NDA Parties”) to continue confidential discussions and negotiations concerning a potential transaction.
Pursuant to the NDAs, QVC Group provided the NDA Parties with confidential information and agreed to publicly disclose certain information
(the “Cleansing Material”) upon the occurrence of certain events set forth in the NDAs. A copy of the Cleansing Material is
attached to this Current Report on Form 8-K as Exhibit 99.3.
The Cleansing Material was prepared by QVC Group solely to facilitate
a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure and should not be relied upon to make
an investment decision with respect to the Company. The Cleansing Material should not be regarded as an indication that the Company or
any third party considers the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be
relied upon as such. The Cleansing Material includes certain values for illustrative purposes only and such values are not the result
of, and do not represent, actual valuations, estimates, forecasts or projections of the Company or any third party and should not be relied
upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any
Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances existing after the
date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or
all of the assumptions underlying the Cleansing Material are shown to be in error. The Company’s independent accountants have not
examined, compiled, or otherwise applied procedures to any such projections or forecasts and, accordingly, do not express an opinion or
any other form of assurance with respect thereto. Inclusion of the Cleansing Material should not be regarded as an indication that the
Company or its representatives consider the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material
should not be relied upon as such.
Additional Information on the Chapter 11 Cases
Bankruptcy Court filings and other information related to the Chapter
11 Cases are available at a website administered by the Company Parties’ claims agent, Kroll Restructuring Administration, LLC,
at https://restructuring.ra.kroll.com/QVC. Information may also be obtained by calling Kroll representatives toll-free at +1 (888) 575-5337,
or +1 (347) 292-4386 for calls originating outside of the U.S. or Canada, or by emailing ProjectQuartzBallot@ra.kroll.com with “In re: QVC -- Solicitation Inquiry” in the subject line.
The information contained in this Item 7.01, including in Exhibits
99.1, 99.2 and 99.3 shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”) or
the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except
to the extent expressly set forth by specific reference in such a filing. Court filings and other information related to the Chapter 11
Cases are available at the claims agent website identified above; the documents and other information available via any website referenced
herein are not part of this Current Report on Form 8-K and shall not be deemed incorporated herein.
Cautionary Note Regarding the Chapter 11 Cases
The Company cautions that trading in the Company’s securities now
and during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s
securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter
11 Cases.
The Company cautions that, under the Plan, the existing QVC Notes and
LINTA Notes will be cancelled and the holders thereof will receive the distributions set forth in the Plan in satisfaction of their claims.
There can be no assurance that the distributions received by holders of such claims under the Plan will equal or exceed the principal
amount owed under such instruments. The Company expects that holders of equity interests in QVC Group will not receive any distributions
in the Chapter 11 Cases, and that all such equity interests will be cancelled under the Plan for no consideration.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K (this “Current
Report”) includes certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements about the Company’s expectations with respect to operating in the normal course, the
Chapter 11 Cases process (including the Company’s ability to successfully emerge from the process and the timing thereof) and
the potential delisting of the Company’s 2067 Notes and 2068 Notes from the New York Stock Exchange. 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, risks attendant to the bankruptcy process, including the Company’s ability to obtain court approval from the
Bankruptcy Court with respect to motions or other requests made to the Bankruptcy Court throughout the course of the Chapter 11
Cases; the potential adverse effects of the Chapter 11 Cases, including increased legal and other professional costs necessary to
execute the Company’s restructuring process, on the Company’s liquidity and results of operations (including the
availability of operating capital during the pendency of the Chapter 11 Cases); objections to the Company’s restructuring
process or other pleadings filed that could protract the Chapter 11 Cases; Bankruptcy Court rulings in the Chapter 11 Cases, and the
outcome of the Chapter 11 Cases in general; the length of time that the Company will operate under Chapter 11 protection and the
continued availability of operating capital during the pendency of the Chapter 11 Cases; the impact of the expected delisting of the
Company’s 2067 Notes and 2068 Notes from the New York Stock Exchange; the Company’s ability to comply with the
restrictions imposed by the terms and conditions of certain financing arrangements; the effects of the Chapter 11 Cases on the
interests of various constituents and financial stakeholders; and employee attrition and the Company’s ability to retain
senior management and other key personnel due to the distractions and uncertainties. These forward-looking statements
speak only as of the date of this Current Report, and the Company expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’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 the Company, including the most recent Form 10-K, for additional information
about the Company and about the risks and uncertainties related to the Company’s business, which may affect the statements
made in this Current Report.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 10.1* |
|
Restructuring Support Agreement, dated as of April 16, 2026, by and among QVC Group, Inc., certain of its affiliates and
the Consenting Stakeholders (as defined therein) (incorporated by reference to Exhibit 10.1 to QVC Group, Inc.'s Current Report on Form 8-K filed on April 16, 2026 (File no. 001-33982). |
| 99.1 |
|
Disclosure Statement, dated as of April 16, 2026 (incorporated by reference to Exhibit 99.1 to QVC Group, Inc.'s Current Report on Form 8-K filed on April 16, 2026 (File no. 001-33982). |
| 99.2 |
Press Release, dated as of April 16, 2026 (incorporated by reference to Exhibit 99.2 to QVC Group, Inc.'s Current Report on Form 8-K filed on April 16, 2026 (File no. 001-33982). |
| 99.3 |
|
Cleansing Material (incorporated by reference to Exhibit 99.3 to QVC Group, Inc.'s Current Report on Form 8-K filed on April 16, 2026 (File no. 001-33982). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
*Certain schedules, annexes and similar attachments have been omitted
pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon
request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
QVC, INC. |
| |
|
|
| Date: April 16, 2026 |
By: |
/s/ Katherine C. Jewell |
| |
|
Name: Katherine C. Jewell |
| |
|
Title: Vice President and Secretary |
