QVC Commences Tender Offers for 7.125% Senior Secured Notes due 2017 and 7.50% Senior Secured Notes due 2019

  QVC Commences Tender Offers for 7.125% Senior Secured Notes due 2017 and
  7.50% Senior Secured Notes due 2019

Business Wire

WEST CHESTER, Pa. -- March 4, 2013

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                         Outstanding           Early             Total
of         CUSIP         Principal          Tender         Consideration
Notes         Numbers          Amount                Payment^(1)       (Bid Price
                                                                       Range)^(1)(2)
Any and
All                                                       
Notes:
7.125%
Senior
Secured       747262AC7,       $ 500,000,000             N/A           $  1,039.40
Notes         U74900AB4
due
2017
Dutch
Auction
Notes:
7.500%
Senior        747262AA1,
Secured       747262AB9,       $ 1,000,000,000       $   30.00         $  1,105.00 –
Notes         U74900AA6                                                   $1,120.00
due
2019
                                                                          
(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.

The Tender Offer Consideration for each $1,000 principal amount of the Dutch
Auction Notes validly tendered (and not validly withdrawn) after the Dutch
Auction Early Tender Deadline and at or prior to the Dutch Auction Expiration
Date and accepted for purchase will consist of the Total Consideration for the
Dutch Auction Notes less the Dutch Auction Early Tender Payment.

As more fully described in the Offer to Purchase, the Clearing Premium for the
Offer for the Dutch Auction Notes will be the lowest single bid premium (the
amount by which bid price exceeds the Base Price) at which QVC will be able to
purchase Dutch Auction Notes in an aggregate principal amount equal to the
Dutch Tender Cap. If the aggregate amount of Dutch Auction Notes validly
tendered (and not validly withdrawn) at or below the Clearing Premium would
cause QVC to purchase more than the Dutch Tender Cap for the Offer for the
Dutch Auction Notes, then holders of Dutch Auction Notes tendered at the
Clearing Premium will be subject to proration as described in the Offer to
Purchase.

In addition, QVC will pay accrued and unpaid interest on all Notes tendered
and accepted for payment in the Offers from the last interest payment date up
to, but not including, the applicable settlement date.

Tendered Any and All Notes may be validly withdrawn at any time by the Any and
All Expiration Date, but not thereafter unless otherwise required by
applicable law. Tendered Dutch Auction Notes may be validly withdrawn at any
time prior to 5:00 P.M., New York City time, on March 15, 2013, unless
extended (the “Dutch Auction Withdrawal Deadline”), but not thereafter unless
otherwise required by applicable law.

QVC reserves the right, in its sole discretion, to increase the Dutch Tender
Cap for the Dutch Auction Notes. If QVC increases the Dutch Tender Cap, it
does not currently intend to extend the Dutch Auction Withdrawal Deadline or
otherwise reinstate withdrawal rights.

The consummation of the Offers is conditioned upon, among other things, QVC
having sufficient funds to pay the total consideration for validly tendered
Notes from the issuance of newly issued debt of QVC. If any of the conditions
are not satisfied, QVC may terminate the Offers and return tendered Notes. QVC
has the right to waive any of the foregoing conditions with respect to the
Notes and to consummate the Offers. In addition, QVC has the right, in its
sole discretion, to terminate the Offers at any time, subject to applicable
law. It is QVC’s current intention to redeem the Any and All Notes that are
not tendered pursuant to the Offers.

Additional Information

QVC has retained Barclays Capital Inc., J.P.Morgan Securities LLC, Wells Fargo
Securities, LLC, BNP Paribas Securities Corp., BofA Merrill Lynch and
Mitsubishi UFJ Securities (USA), Inc. to act as the Dealer Managers for the
Offers. Global Bondholder Services Corporation is the Information Agent and
Depositary for the Offers. Questions regarding the Offers should be directed
to Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581
(collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or (212)
834-4811 (collect) and Wells Fargo Securities, LLC at (866) 309-6316
(toll-free) or (704) 410-4760 (collect). Requests for documentation should be
directed to Global Bondholder Services Corporation at (866) 470-3800
(toll-free) or (212) 430-3774 (for banks and brokers). This press release is
for informational purposes only. This press release is not an offer to
purchase or a solicitation of an offer to purchase with respect to any Notes
or any other securities. The Offers are being made solely pursuant to the
Offer to Purchase and related documents. The Offers are not being made to
holders of Notes in any jurisdiction in which the making or acceptance thereof
would not be in compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the securities laws or blue sky
laws require the Offers to be made by a licensed broker or dealer, the Offers
will be deemed to be made on behalf of QVC by the Dealer Managers, or one or
more registered brokers or dealers that are licensed under the laws of such
jurisdiction. None of QVC, the Dealer Managers or the Information Agent makes
any recommendation as to whether holders should tender or refrain from
tendering their Notes. Holders must make their own decision as to whether to
tender Notes and, if so, the principal amount of the Notes to tender.

Forward-Looking Statements

This press release includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, including
without limitation, statements about the completion of the Offers. 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, general market conditions.
These forward looking statements speak only as of the date of this press
release, and QVC expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statement
contained herein to reflect any change in QVC’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 QVC,
including the most recent Form 10-K for additional information about QVC and
about the risks and uncertainties related to QVC’s business which may affect
the statements made in this press release.

Contact:

Liberty Interactive Corporation
Courtnee Ulrich, 720-875-5420