Item 2.02. Results of Operations and Financial Condition.
On August 5, 2014, Liberty Interactive Corporation ("Liberty"), the parent
company of QVC, Inc. ("QVC"), issued a press release setting forth information,
including financial information, which is intended to supplement the financial
statements and related Management's Discussion and Analysis of Financial
Condition and Results of Operations contained in Liberty's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2014, which was filed with the
Securities and Exchange Commission (the "SEC") on August 5, 2014.
This Current Report on Form 8-K and the press release attached hereto as Exhibit
99.1, insofar as they disclose historical information regarding QVC's results of
operations or financial condition for the quarter ended June 30, 2014, are being
furnished to the SEC under Item 2.02 of Form 8-K.
Item 8.01 Other Events
On August 7, 2014, QVC announced the proposed offering and later announced
pricing of $600 million principal amount of new 4.45% senior secured notes due
2025 and $400 million principal amount of new 5.45% senior secured notes due
2034 (collectively, the "Notes"). The first press release issued on August 7,
2014 (attached hereto as Exhibit 99.2) announced the proposed offering of the
Notes, and the second press release issued later that day (attached hereto as
Exhibit 99.3) announced the pricing of the Notes. 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 for the redemption
of QVC's 7.50% senior secured notes due October 2019 and for working capital and
other general corporate purposes. The offering of the Notes is expected to close
on or about August 21, 2014, 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 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, following the completion
of the offering, to file a registration statement relating to a registered offer
to exchange the Notes for registered notes having substantially identical terms
as the Notes.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
Press Release of Liberty dated August 5, 2014 (incorporated by
reference to Exhibit 99.1 to Liberty's Current Report on Form 8-K
99.1 filed on August 8, 2014 (File No. 001-33982)).
99.2 Press Release dated August 7, 2014 regarding the Notes offering.
99.3 Press Release dated August 7, 2014 regarding the Notes pricing.