Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
The Fifth Amended and Restated Credit Agreement is a multi-currency facility
providing for a
The Credit Facility may be borrowed by any Borrower, with each Borrower jointly
and severally liable for the outstanding borrowings. Borrowings under the Fifth
Amended and Restated Credit Agreement bear interest at either the alternate base
rate (such rate, the "ABR Rate") or a LIBOR-based rate (or the applicable
non-
The loans under the Credit Facility are scheduled to mature on
The payment and performance of the Borrowers' obligations under the Fifth Amended and Restated Credit Agreement are guaranteed by each of QVC's, QVC Global's, Zulily's and Cornerstone's Material Domestic Subsidiaries (as defined in the Fifth Amended and Restated Credit Agreement) and certain other subsidiaries of any Borrower that such Borrower has chosen to provide guarantees. Further, the borrowings under the Fifth Amended and Restated Credit Agreement are secured, pari passu with QVC's existing senior notes, by a pledge of all of QVC's equity interests. The borrowings under the Fifth Amended and Restated Credit Agreement are also secured by a pledge of all of Zulily's and Cornerstone's equity interests.
The Fifth Amended and Restated Credit Agreement contains certain affirmative and negative covenants, including certain restrictions on the Borrowers and each of their respective restricted subsidiaries (subject to certain exceptions) with respect to, among other things: incurring additional indebtedness; creating liens on property or assets; making certain loans or investments; selling or disposing of assets; paying certain dividends and other restricted payments; dissolving, consolidating or merging; entering into certain transactions with affiliates; entering into sale or leaseback transactions; restricting subsidiary distributions; and limiting the Borrowers' consolidated leverage ratio.
Borrowings under the Fifth Amended and Restated Credit Agreement may be used to repay outstanding indebtedness, pay certain fees and expenses, finance working capital needs and general purposes of the Borrowers and their respective subsidiaries and make certain restricted payments and loans to the Borrowers' respective parents and affiliates.
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The press release announcing the refinancing of QVC's existing bank credit
facility and the execution of the Fifth Amended and Restated Credit Agreement is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
by reference into this Item 2.03. The foregoing description of the Fifth Amended
and Restated Credit Agreement does not purport to be complete and is qualified
in its entirety by reference to the Fifth Amended and Restated Credit Agreement,
which is filed as Exhibit 4.1 to QVC's Current Report on Form 8-K filed
Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Fifth Amended and Restated Credit Agreement, dated as ofOctober 27, 2021 , amongQVC, Inc. ,Zulily, LLC ,QVC Global Corporate Holdings, LLC andCornerstone Brands, Inc. , as Borrowers,JPMorgan Chase Bank, N.A ., as Lead Arranger, Lead Bookrunner and Administrative Agent and the parties named therein as Lenders, Co-Bookrunners, Co-Syndication Agents and Co-Documentation Agents (incorporated by reference to Exhibit 4.1 toQVC, Inc.'s Current Report on Form 8-K filed onOctober 28, 2021 (File No. 000-55409)) 99.1 Press Release, datedOctober 28, 2021 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 3
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