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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): 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

 

Exhibit No.   Description
99.1   Press Release dated June 9, 2022 regarding the Tender Offer.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

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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: June 9, 2022

 

  QVC, INC.
   
  By: /s/ John F. Misko
    Name: John F. Misko
    Title: Senior Vice President, Corporate Finance, Controller and Assistant Secretary

 

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