QVC holders tender $230.94 million 7½% notes in Dutch auction offer

By Susanna Moon

Chicago, April 2 - QVC, Inc. said that investors had tendered $230,937,000 of its $1 billion of 7½% senior secured notes due 2019 in the Dutch auction offer, including $229,000 of notes tendered since the early tender date.

The tender offer for up to $250 million of the notes expired at 11:59 p.m. ET on April 1.

The total purchase price will be $1,120 for each $1,000 principal amount, as noted before.

Holders who tendered their notes by the early deadline will receive an early tender payment of $30.00 for each $1,000 principal amount.

Investors had tendered $230,708,000 of the notes by the early tender deadline of 5 p.m. ET on March 15.

As previously reported, the total payment was the sum of the base price, which was also the minimum bid price, plus the clearing premium, determined through the auction. The bid price range was $1,105 to $1,120 per $1,000 principal amount of notes.

The clearing premium was the lowest single bid premium, or the amount by which the bid price exceeded the base price, at which QVC was able to purchase the notes in a principal amount equal to the $250 million cap.

Cash tender offer

On March 18, the company announced the results of its cash tender offer for any and all of its outstanding $500 million of 7 1/8% senior secured notes due 2017.

The company said that as of 5 p.m. ET on March 15, the expiration date for the tender offer for the 7 1/8% notes, the company accepted for purchase $124,463,000 of the notes.

The purchase price was $1,039.40 per $1,000 principal amount of notes tendered by the March 15 deadline. There was no early tender payment for the notes.

The company also accepted for purchase $230,708,000 of the 7½% notes by the early tender deadline for these notes, which was also March 15 at 5 p.m. ET.

The company said in a previous press release that it planned to redeem any 7 1/8% notes not tendered. The redemption date is April 17.

QVC also paid accrued interest up to but excluding the settlement date.

Barclays (800 438-3242 or collect 212 528-7581), J.P. Morgan Securities LLC (866 834-4666 or collect 212 834-4811), Wells Fargo Securities, LLC (866 309-6316 or collect 704 410-4760), BNP Paribas Securities Corp., BofA Merrill Lynch and Mitsubishi EFJ Securities (USA), Inc. were the dealer managers for the offers.

Global Bondholder Services Corp. (866 470-3800 or collect 212 430-3774) was the information agent and depositary.

The offers were conditioned upon QVC obtaining enough new financing to pay for the tendered notes. The company priced an upsized $1.05 billion issue of 10- and 30-year notes on March 4.

West Chester, Pa.-based QVC, a wholly owned subsidiary of Liberty Interactive Corp., is a home shopping retailer.

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