QVC Announces Proposed Senior Secured Notes Offering

  QVC Announces Proposed Senior Secured Notes Offering

Business Wire

WEST CHESTER, Pa. -- March 4, 2013

QVC, Inc. announced today its intention to offer two series of senior secured
notes (collectively, the “Notes”), subject to market and other conditions. One
series of Notes will mature in 2023 and the other series will mature in 2043.
The Notes will be secured by a first-priority lien on the capital stock of
QVC, which is the same collateral that secures QVC’s existing secured
indebtedness and certain future indebtedness. The net proceeds from the
offering will be used, together with cash on hand, to fund QVC’s cash tender
offer for any and all of its $500 million aggregate principal amount of 7.125%
senior secured notes due 2017 and up to $250 million aggregate principal
amount of its 7.50% senior secured notes due 2019. In the event that the net
proceeds from the sale of the Notes exceeds the amount of funds required to
purchase the tendered notes, then any excess funds will be used for general
corporate purposes, which may include the refinancing of indebtedness under
QVC’s senior secured credit facility. QVC is a wholly-owned subsidiary of
Liberty Interactive Corporation (Nasdaq: LINTA, LINTB, LVNTA, LVNTB).

QVC will make the offering pursuant to an exemption under the Securities Act
of 1933, as amended (the “Securities Act”). The initial purchasers will offer
the Notes 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 will not be
registered under the Securities Act and may not be sold in the United States
absent registration or an exemption from the registration requirements of the
Securities Act.

In connection with the offering of the Notes, QVC will agree, subject to
certain conditions, to file a registration statement relating to a registered
offer to exchange the Notes for new registered notes having substantially
identical terms as the Notes.

This press release is for informational purposes only and does not constitute
an offer to sell or the solicitation of an offer to buy the offered Notes, nor
shall there be any sales of Notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.

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 offering and the
use of proceeds from the offering. 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
 
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