QVC_8-K_CreditFacility

On March 9, 2015, QVC, Inc. (the “Company"), an indirect wholly owned subsidiary of Liberty Interactive Corporation, entered into an amended and restated senior secured credit agreement with J.P. Morgan Securities LLC, as Lead Arranger and Lead Bookrunner, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., and BNP Paribas, as Syndication Agents, and the parties named therein as Lenders, Documentation Agents and Co-Lead Arrangers and Co-Bookrunners, which refinances the Company’s existing bank credit facility (the “Amended and Restated Credit Agreement").

The Amended and Restated Credit Agreement is a multi-currency facility providing for a $2.25 billion revolving credit facility, with a $250 million sub-limit for standby letters of credit and $1 billion of uncommitted incremental revolving loan commitments or incremental term loans. The Amended and Restated Credit Agreement provides for an interest rate that is lower than the rate on the previous bank credit facility. Borrowings under the Amended and Restated Credit Agreement bear interest at either the alternate base rate or LIBOR (based on an interest period selected by the Company of one week, one month, two months, three months or six months, or to the extent available from all lenders, nine months or twelve months) at the Company’s election in each case plus a margin. Borrowings that are alternate base rate loans will bear interest at a per annum rate equal to the base rate plus a margin that varies between 0.25% and 1.00% depending on the Company’s ratio of consolidated total debt to consolidated EBITDA (the “consolidated leverage ratio"). Borrowings that are LIBOR loans will bear interest a per annum rate equal to the applicable LIBOR plus a margin that varies between 1.25% and 2.00% depending on the Company’s consolidated leverage ratio. Each loan may be prepaid at any time and from time to time without penalty other than customary breakage costs. No mandatory prepayments will be required other than when borrowings and letter of credit usage exceed availability. Any amounts prepaid on the revolving facility may be reborrowed.

The payment and performance of the Company’s obligations under the Amended and Restated Credit Agreement will be guaranteed by each Material Domestic Subsidiary (as defined in the Amended and Restated Credit Agreement). Further, pursuant to an Amended and Restated Pledge Agreement, the Company’s obligations under the Amended and Restated Credit Agreement are secured by a pledge of all of the Company’s equity interests. The borrowings under the Amended and Restated Credit Agreement are secured by the stock of QVC.

The Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting the Company’s consolidated leverage ratio.

Borrowings under the Amended and Restated Credit Agreement may be used to repay outstanding indebtedness, pay certain fees and expenses, finance working capital needs and general corporate purposes of the Company and its subsidiaries and make certain restricted payments and loans to the Company’s parent and its affiliates.

The press release announcing the refinancing of the Company’s existing bank credit facility and the execution of the Amended and Restated Credit Agreement is attached as Exhibit 99.1 to this Current Report on Form 8-K. The foregoing discussion of the terms of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, filed as Exhibit 99.2 to this Current Report on Form 8-K.

On March X, 2015, the Company announced the proposed offering and later announced the pricing of $XX million principal amount of new 5.950% senior secured notes due 2043 (the “Notes"). The first press release issued on March X, 2013 (attached as Exhibit 99.4 hereto) announced the proposed offering of the Notes, and the second press release issued later that day (attached as Exhibit 99.5 hereto) announced the pricing of the Notes. The Notes will be secured by a first-priority lien on the Company’s capital stock, pari passu with the Amended and Restated Credit Agreement and the Company’s existing notes. The net proceeds from the offering will be used, together with cash on hand, to fund the Company’s Offers. To the extent that the net proceeds from the sale of the Notes exceed the amount of funds required to purchase the notes tendered in the Offers, then any excess funds will be used for general corporate purposes. The offering of the Notes is expected to close on or about March 18, 2013, subject to customary closing conditions.

The Notes will be offered pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act"), only to qualified institutional buyers as permitted under Rule 144A of the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act. In connection with the closing of the offering of the Notes, the Company will agree that, following the completion of the offering, it will file a registration statement with the Securities and Exchange Commission with respect to an offer to exchange the Notes for registered notes having substantially identical terms.



Exhibit No.		Description

99.1		Press Release of Liberty dated March 11, 2014 regarding the Amended and Restated Credit Agreement
99.2		Form of Amended and Restated Credit Agreement, dated as of March 1, 2013, among QVC, Inc., as Borrower, J.P. Morgan Securities LLC, as Lead Arranger and Lead Bookrunner, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., and BNP Paribas, as Syndication Agents, and the parties named therein as Lenders, Documentation Agents and Co-Lead Arrangers and Co-Bookrunners.
99.3
99.4



Exhibit No.		Description

99.1		Press Release of Liberty dated March 11, 2014 regarding the Amended and Restated Credit Agreement
99.2		Form of Amended and Restated Credit Agreement, dated as of March 1, 2013, among QVC, Inc., as Borrower, J.P. Morgan Securities LLC, as Lead Arranger and Lead Bookrunner, JPMorgan Chase Bank, N.A., as Administrative Agent, Wells Fargo Bank, N.A., and BNP Paribas, as Syndication Agents, and the parties named therein as Lenders, Documentation Agents and Co-Lead Arrangers and Co-Bookrunners.



State of Delaware	333-184501	23-2414041
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



QVC, Inc.

Date: March 9, 2015	By:/s/ JOHN F. MISKO
	John F. Misko
	Senior Vice President and Controller