QVC gets tenders for half of $500 million of 7 1/8% notes due 2017

By Toni Weeks

San Luis Obispo, Calif., March 18 - QVC, Inc. announced in a press release the final results for its cash tender offer for any and all of its outstanding $500 million of 7 1/8% senior secured notes due 2017 and preliminary results for its offer to purchase up to $250 million of its outstanding $1 billion of 7½% senior secured notes due 2019.

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.

As previously noted, the company is paying $1,039.40 per $1,000 principal amount of these notes tendered by the March 15 deadline. There is no early tender payment for these 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 price for the 7½% notes, which was determined by a modified Dutch auction procedure, will be $1,120 per $1,000 principal amount of notes. The total consideration includes an early tender payment of $30 per $1,000 of notes.

Settlement for all of the tendered 7 1/8% notes as well as for the 7½% notes tendered by the early deadline was scheduled for March 18.

The company said in the release it plans to redeem any 7 1/8% notes not tendered. The redemption date will be April 17.

QVC will also pay accrued interest from the last interest payment date up to but excluding the applicable settlement date.

Notes from either series may no longer be withdrawn.

Dutch auction for 7½% notes

As previously reported, the total consideration for the Dutch auction notes is the sum of the base price, which is also the minimum bid price, plus the clearing premium, which was determined through the auction. Each holder was to specify a bid price that represented the minimum consideration a holder was willing to receive. The bid price must fall within the acceptable bid price range of $1,105 to $1,120 per $1,000 principal amount of notes and be in increments of $1.25.

The clearing premium is the lowest single bid premium, or the amount by which the bid price exceeds the base price, at which QVC will be able to purchase the notes in a principal amount equal to the $250 million cap. If the amount of notes tendered at or below the clearing premium would cause QVC to purchase more than the cap amount for the tender offer, the company will prorate the amount of notes purchased.

The company said in a previous news release that it has the right to increase the Dutch auction tender cap for the 7½% notes. If it does so, however, it does not intend to extend the withdrawal deadline.

The tender offer for the7½% notes will expire at 11:59 p.m. ET on April 1.

The offers are 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.

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. are the dealer managers for the offers.

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

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

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