QVC, Inc. announced today that it has commenced 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 $250 million in aggregate principal amount (as such amount may be increased in QVC’s sole discretion, the “ Dutch Tender Cap”) of its 7.50% Senior Secured Notes due 2019 (the “ Dutch Auction Notes” and together with the Any and All Notes, the “ Notes”) on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (as it may be amended or supplemented from time to time, the “ Offer to Purchase”). The Offer for the Any and All Notes is scheduled to expire at 5:00 p.m., New York City Time, on March 15, 2013, unless extended (such time and date, as the same may be extended, the “ Any and All Expiration Date”). The Offer for the Dutch Auction Notes is scheduled to expire at 11:59 p.m., New York City Time, on April 1, 2013, unless extended (such time and date, as the same may be extended, the “ Dutch Auction Expiration Date”). Information relating to the Notes and the Offers is set forth in the table below.
|Series of Notes||CUSIP Numbers||Outstanding Principal Amount||Early Tender Payment (1)||Total Consideration (Bid Price Range) (1)(2)|
|Any and All Notes:|
|7.125% Senior Secured Notes due 2017||747262AC7,U74900AB4||$||500,000,000||N/A||$||1,039.40|
|Dutch Auction Notes:|
|7.500% Senior Secured Notes due 2019||747262AA1,747262AB9,U74900AA6||$||1,000,000,000||$||30.00||$||1,105.00 –$1,120.00|
|(1) Per $1,000 principal amount of Notes tendered and accepted for purchase|
|(2) Includes the early tender payment, if applicable|
The total consideration for each $1,000 principal amount of Any and All Notes purchased pursuant to the Offers will be $1,039.40. The total consideration payable for each $1,000 principal amount of Dutch Auction Notes will be determined based on a modified “Dutch Auction” procedure. Holders who validly tender (and do not validly withdraw) Dutch Auction Notes at or prior to 5:00 P.M., New York City time, on March 15, 2013, unless extended (the “ Dutch Auction Early Tender Deadline”), will receive the applicable “Total Consideration,” including a “Dutch Auction Early Tender Payment” of $30.00 per $1,000 principal amount of Dutch Auction Notes. Holders who validly tender Dutch Auction Notes after the Dutch Auction Early Tender Deadline will not be eligible to receive the Dutch Auction Early Tender Payment. There will not be an early tender payment for the Any and All Notes.
As more fully described in the Offer to Purchase, the Total Consideration for each $1,000 principal amount of the Dutch Auction Notes validly tendered (and not validly withdrawn) at or prior to the Dutch Auction Early Tender Deadline and accepted for purchase will be equal to the sum of: (1) the “Base Price” for the Dutch Auction Notes, which is also equal to the minimum “bid price” and (2) the “Clearing Premium”, which will be determined pursuant to a modified “Dutch Auction” by consideration of the “bid price” specified by each holder that tenders Dutch Auction Notes pursuant to the Offers. The bid price for tendered Dutch Auction Notes represents the minimum consideration a holder is willing to receive for those Dutch Auction Notes and must fall within the acceptable bid price range specified in the table above and be in increments of $1.25.
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