Qurate Retail, Inc. (“Qurate Retail”) (Nasdaq: QRTEA, QRTEB) announced
that its direct, wholly-owned subsidiary, Liberty Interactive LLC (“LI
LLC”), has agreed to repurchase a portion of its 1.75% Charter
Exchangeable Debentures due 2046 (the “Exchangeable Debentures”) in
privately negotiated transactions (the “Repurchase”). Approximately $418
million of the Exchangeable Debentures are expected to be repurchased
for total cash consideration of approximately $457 million, including
accrued interest. Pursuant to the Repurchase Indemnity (as defined
below), GCI Liberty, Inc. (“GCI Liberty”) made an indemnification
payment of approximately $133 million in cash to LI LLC. The balance of
the Repurchase will be funded from cash on hand at Qurate Retail.
Pursuant to an indemnification agreement among Qurate Retail, LI LLC and
GCI Liberty, GCI Liberty is obligated to indemnify LI LLC for the
difference between the purchase price of any Exchangeable Debenture
purchased in one or more privately negotiated transaction, a tender
offer or other purchase transactions, and the cash delivered in the
March 9, 2018 reattribution with respect to each such purchased
debenture, plus any tax benefits associated with early extinguishment of
such purchased debenture (the “Repurchase Indemnity”), provided that
such purchase offer was made on terms reasonably acceptable to GCI
Liberty. The Repurchase Indemnity will continue to apply to any
Exchangeable Debentures so purchased in any additional purchase offer
through September 9, 2018.
Qurate Retail also continues to benefit from an indemnification
agreement with GCI Liberty with respect to the Exchangeable Debentures
for any payments made in excess of the adjusted principal amount of the
debentures to any holder thereof that exercises its exchange right on or
before the put/call date of October 2023 (the “Exchange Indemnity”). The
Exchange Indemnity is supported by a negative pledge in favor of Qurate
Retail on the 1.0 million referenced shares of Class A common stock of
Charter held at GCI Liberty that underlie the Exchangeable Debentures
pro forma for the Repurchase. GCI Liberty’s Exchange Indemnity
obligation and the number of shares subject to the negative pledge will
be ratably reduced with respect to any Exchangeable Debentures
repurchased by LI LLC in connection with the Repurchase Indemnity.
There are 2.9317 shares of Charter Class A common stock attributable to
each $1,000 principal amount of the Exchangeable Debentures,
representing an initial exchange price of approximately $341.10 for each
share of Charter Class A common stock.
This press release is neither an offer to purchase, nor a solicitation
of an offer to buy any debentures.
This press release includes certain forward-looking statements,
including statements about privately negotiated transactions regarding
the Exchangeable Debentures and indemnification by GCI Liberty. 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. These forward-looking statements speak only
as of the date of this press release, and Qurate Retail expressly
disclaims any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein to reflect
any change in Qurate Retail’s expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
About Qurate Retail, Inc.
Qurate Retail, Inc. operates and owns interests in a broad range of
digital commerce businesses. Qurate Retail, Inc.’s businesses and assets
consist of its subsidiaries QVC, Inc., HSN, Inc., and zulily, llc
(collectively, the Qurate Retail Group) as well as its interests in ILG
and FTD, among other things.
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