v3.26.1
Chapter 11 Proceedings
6 Months Ended
Jun. 30, 2026
Restructuring and Related Activities [Abstract]  
Chapter 11 Proceedings Chapter 11 Proceedings
Voluntary Petition for Reorganization
On the Petition Date, the Company Parties commenced the Chapter 11 Cases under the Bankruptcy Code in the Bankruptcy Court. As of the Petition Date, we are operating our businesses as DIP under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. QVC Group and QVC, Inc. received approval from the Bankruptcy Court for a variety of “first day” motions to continue our ordinary course operations during the Chapter 11 Cases.
Commencing the Chapter 11 Cases constituted an event of default that accelerated the Company Parties’ respective obligations under the Debt Instruments. The Credit Facility and the QVC Notes provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments will be automatically stayed as a result of the Chapter 11 Cases, and the stakeholders’ rights of enforcement in respect of the Debt Instruments will be subject to the applicable provisions of the Bankruptcy Code, including the Automatic Stay. For additional information, including information on the Automatic Stay and other protections and the New York Stock Exchange (“NYSE”) delisting, see below.

Restructuring Support Agreement

On the Petition Date, prior to the commencement of the Chapter 11 Cases, the Company Parties entered into a Restructuring Support Agreement (the “Restructuring Support Agreement” and the holders party thereto, the “Supporting Stakeholders”), with certain holders of our Debt Instruments. The Restructuring Support Agreement contemplates the Financial Restructuring to be implemented through the Plan.
The Restructuring Support Agreement provides certain milestones for the Financial Restructuring. Failure of the Company to satisfy these milestones without a waiver or consensual amendment would provide the Supporting Stakeholders a termination right under the Restructuring Support Agreement. These milestones include (i) the Company Parties shall have caused solicitation of votes on the Plan to begin no later than April 16, 2026, but prior to the commencement of the Chapter 11 Cases, (ii) the Petition Date shall have occurred no later than April 16, 2026, (iii) the Plan and Disclosure Statement (excluding any exhibits and appendices thereto) shall have been filed no later than the Petition Date, (iv) the debtor-in-possession letter of credit (“DIP LC”) Interim Order shall have been entered no later than 3 days after the Petition Date, (v) the DIP LC Final Order shall have been entered no later than 30 days after the Petition Date, (vi) the Plan shall have been confirmed no later than 75 days after the Petition Date and (vii) the Plan Effective Date shall have occurred no later than 90 days after the Petition Date. The Debtors (as defined in the Plan) satisfied the milestones (i) through (v), and the Supporting Stakeholders have extended the time to comply with milestones (vi) and (vii).

    
Plan of Reorganization

On July 20, 2026, the Bankruptcy Court entered an order confirming the Plan. The Plan remains subject to the satisfaction or waiver of the remaining conditions to effectiveness and any applicable stay, appeal or other challenge. Accordingly, there can be no assurance as to when, or ultimately whether, the Plan will become effective or the Company will emerge from Chapter 11.

Under the Plan, the claims against and interests in the Company Parties are organized into classes based, in part, on their respective priorities. Below is a summary of the treatment that the stakeholders of the Company would receive under the Plan upon the emergence from bankruptcy; terms used but not defined below have the meanings ascribed to them in the Plan:
Allowed Other Secured Claims against the QVC Debtors shall receive in full and final satisfaction, settlement, and release of such Allowed Other Secured Claims, as determined by the applicable QVC Debtors, payment in full in cash, the collateral securing its Allowed Other Secured Claim, reinstatement of its Allowed Other Secured Claim,
or other treatment acceptable to the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders rendering such Allowed Other Secured Claim unimpaired.
Allowed Other Priority Claims against the QVC Debtors shall receive in full and final satisfaction, settlement, and release of such Allowed Other Priority Claims treatment in a manner consistent with section 1129(a) of the Bankruptcy Code.
Allowed RCF Claims against the QVC Debtors shall receive in full and final satisfaction, settlement, release, and discharge of (a) such portion of its Allowed RCF Claim comprising RCF Loan Claims , its pro rata share (taking into account Allowed QVC Notes Claims) of the QVC Funded Debt Plan Consideration and (b) such portion of its RCF Claim comprising RCF Letter of Credit Claims, cash equal to the full amount of its RCF Letter of Credit Claim; provided that any RCF Letter of Credit that remains undrawn and outstanding as of the effective date of the Plan shall be either (x) rolled into the Exit ABL Facility and granted liens pursuant to the Exit ABL Facility on terms acceptable to the Required Consenting RCF Lenders and the applicable issuing bank, (y) cancelled or returned undrawn to the applicable issuing bank, or (z) cash collateralized or otherwise backstopped in a manner reasonably satisfactory to the applicable issuing bank, in each case, on or prior to the Effective Date and (2) the QVC Debtors or the Reorganized QVC Debtors, as applicable, shall pay in full in cash all RCF Agent Fees.
Allowed QVC Notes Claims against the QVC Debtors shall receive, in full and final satisfaction, settlement, release, and discharge of such Allowed QVC Notes Claim, its pro rata share (taking into account Allowed RCF Claims) of the QVC Funded Debt Plan Consideration and (2) the QVC Debtors or the Reorganized QVC Debtors, as applicable, shall pay in full in cash all QVC Notes Trustee Fees.
Allowed General Unsecured Claims against the QVC Debtors shall receive in full and final satisfaction, settlement, release, and discharge of such Allowed General Unsecured Claim, as determined by the applicable Debtors: (a) in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to, or the agreement governing, such Allowed General Unsecured Claim against the QVC Debtors; (b) reinstated; or (c) receive such other treatment acceptable to the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders rendering such Allowed General Unsecured Claim Unimpaired.
Allowed Intercompany Claims against the QVC Debtors shall be, in full and final satisfaction, settlement, release, and discharge of such Allowed Intercompany Claim, as determined by the applicable Debtors with the consent of the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders: (a) reinstated; (b) set off, settled, discharged, contributed, cancelled, or converted to equity; (c) released without any distribution on account of such Allowed Intercompany Claim; or (d) otherwise addressed at the option of the Debtors, in each case as set forth in the restructuring steps plan filed as part of the Plan Supplement.
Allowed Intercompany Interests in the QVC Debtors shall be, in full and final satisfaction, settlement, release, and discharge of such Allowed Intercompany Interests, as determined by the applicable Debtors: (a) reinstated; (b) set off, settled, discharged, contributed, or cancelled; (c) released without any distribution on account of such Allowed Intercompany Interests; or (d) otherwise addressed at the option of the Debtors, in each case as set forth in the restructuring steps plan filed as part of the Plan Supplement; provided, that, for the avoidance of doubt, any direct or indirect Interests held by any LINTA Debtor in any QVC Debtor shall be cancelled, released, discharged, and extinguished and will be of no further force or effect.
Section 510(b) Claims against the QVC Debtors shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and such holders will not receive any distribution on account of such Section 510(b) Claim.

QVC shall receive, in full and final satisfaction, settlement, release, and discharge of the QVC-QVCG Settlement Claim: (i) all QVCG Distributable Cash; or (ii) such other treatment otherwise addressed at the option of the Debtors, and acceptable to such holders of QVC-QVCG Settlement Claims, the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders, rendering such QVC-QVCG Settlement Claims unimpaired, and in each case as set forth in the restructuring steps plan filed as part of the Plan Supplement.
The Restructuring Support Agreement and the Plan attached thereto contemplate the restructuring of the Company Parties’ outstanding funded debt obligations, including approximately $2.2 billion of outstanding QVC Notes and approximately $2.9 billion outstanding under the Credit Facility. The material terms of the Restructuring Support Agreement and the Plan include, among other things, that:
QVC or any successor or assign thereto, by merger, consolidation, or otherwise (such entity, “Reorganized QVC”) shall issue up to $1.325 billion in aggregate original principal amount of takeback debt (the “Takeback Debt”) on the terms and conditions set forth in the Takeback Debt Documents (as defined in the Restructuring Support Agreement);
on or as soon as reasonably practicable following the effective date of the Plan (“Effective Date”), receipt by the holders of claims arising under, in connection with, or on account of the Credit Facility and the QVC Notes of their pro rata share of: (i) QVC Distributable Cash (as defined in the Plan); (ii) the Takeback Debt; and (iii) 100% of the equity in Reorganized QVC, subject to dilution by the management incentive plan;
non-funded debt general unsecured claims (including all trade claims and contract and lease claims) will be unimpaired; and
QVC entered into a $300 million DIP LC facility with JPMorgan Chase Bank, N.A., as agent, to issue new letters of credit and roll existing letters of credit to support operations during the pendency of the Chapter 11 Cases, cash collateralized by $315 million deposited in a cash collateral account recorded as restricted cash within other current assets in our condensed consolidated balance sheets; commitments under the DIP LC facility would expire upon the earliest of (i) six months from the Petition Date, (ii) the Effective Date and (iii) the occurrence of an event of default, all as more fully set forth in such DIP LC facility Term Sheet attached as Exhibit D to the Restructuring Support Agreement, and subject to Bankruptcy Court approval pursuant to interim and final DIP orders.

Pursuant to the Plan, it is expected that QVC Group will transfer its 100% ownership interest in CBI to QVC through a transaction among entities under common control. This transaction between entities under common control is expected to result in a change in reporting entity and will be recognized retrospectively for all periods during which the entities were under common control. This common control transaction will be recognized by QVC at the carrying value of the assets and liabilities contributed by QVC Group.

Automatic Stay and Other Protections

Subject to certain exceptions under the Bankruptcy Code, pursuant to Section 362 of the Bankruptcy Code, the filing of the Company Parties' Chapter 11 Cases automatically stayed the continuation of most legal proceedings or the filing of other actions against or on behalf of the Company Parties or our property to recover on, collect or secure a claim arising prior to the filing of our Chapter 11 Cases or to exercise control over property of the Company Parties' bankruptcy estate, unless and until the Bankruptcy Court modifies or lifts the automatic stay as to any such claim (the “Automatic Stay”). Notwithstanding the general application of the Automatic Stay described above and other protections afforded by the Bankruptcy Code, governmental authorities may determine to continue actions brought under their police and regulatory powers.

New York Stock Exchange Delisting

On April 17, 2026, we received a delisting notice from NYSE notifying us, as a result of the Chapter 11 Cases and in accordance with NYSE Listed Company Manual Section 802.01D, of its determination to delist our 2067 Notes and 2068 Notes from NYSE, and suspend trading of our 2067 Notes and 2068 Notes on NYSE. Following the suspension of trading on NYSE, the 2067 Notes and 2068 Notes were quoted on the Pink Limited Market. The over-the-counter markets are significantly more limited than NYSE.

NYSE filed a Form 25 for us on May 4, 2026 in connection with the delisting of our 2067 Notes and 2068 Notes from NYSE and the delisting became effective April 24, 2026. In accordance with Rule 12d2-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the deregistration of our 2067 Notes and 2068 Notes under Section 12(b) of the Exchange Act will become effective 90 days after the date the Form 25-NSE is filed.

Executory Contracts

Subject to certain exceptions, under the Bankruptcy Code, the Debtors may assume or reject executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and other applicable requirements. As of the date of this Quarterly Report on Form 10-Q, the Debtors have not rejected any executory contracts or unexpired leases and do not anticipate rejecting any such contracts or leases in connection with their Chapter 11 Cases.

Bankruptcy Accounting

After the Petition Date, we applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 852 – Reorganizations, which specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings. These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business.
Accordingly, pre-petition unsecured and undersecured claims related to the Company that may be impacted by the bankruptcy reorganization process have been classified as Liabilities subject to compromise in the Condensed Consolidated Balance Sheet. Liabilities subject to compromise include pre-petition liabilities for which there is uncertainty about whether such pre-petition liabilities could be impaired as a result of the Chapter 11 Cases and are management’s best estimate of claims expected to be allowed. The Company has considered the Chapter 11 motions approved by the Bankruptcy Court with respect to the amount and classification of its pre-petition liabilities. Liabilities subject to compromise are recorded at the expected amount of the total allowed claim, even if they may ultimately be settled for different amounts. The following table sets forth, as of June 30, 2026, information about the amounts presented as Liabilities subject to compromise in our Condensed Consolidated Balance Sheet:

(in millions)June 30, 2026
Debt$5,046 
Accrued Interest41 
Other
Total Liabilities subject to compromise$5,093 

The Bankruptcy Court has entered an order confirming the Plan, including the treatment of claims and interests contemplated thereby. However, because the Plan has not yet become effective and remains subject to appellate or stay-related challenges, the amounts presented as Liabilities subject to compromise remain preliminary and may be adjusted, including as a result of Plan implementation, further court orders, resolution of disputed claims or permitted payments. Any such adjustments could materially impact the amounts and classifications of assets and liabilities reported in our Condensed Consolidated Balance Sheet and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Since the filing of the Chapter 11 Cases on the Petition Date, we ceased accruing interest on all debt. As a result, we did not record $60 million of contractual interest expense related to the Debt Instruments.
Certain expenses, gains and losses resulting from and recognized during our bankruptcy proceedings are now being recorded in Reorganization items, net in our Condensed Consolidated Statements of Operations. The following table sets forth, for the three and six months ended June 30, 2026, information about the amounts presented as Reorganization items, net in our Condensed Consolidated Statements of Operations:

(in millions)Three and six months ended June 30, 2026
Professional fees$32 
Write-off of pre-petition debt issuance costs and discount24 
Other
Reorganization items, net$59 

During the six months ended June 30, 2026, our operating cash flows included net cash outflows of $8 million related to amounts classified as Reorganization items, net, which consisted of payments for professional fees.

In accordance with ASC 852, the Company may be required to adopt fresh start accounting (“Fresh Start Accounting”) upon its emergence from Chapter 11, becoming a new entity for financial reporting if (i) the holders of the then existing ordinary shares of the predecessor company receive less than 50% of the new ordinary shares of the successor company outstanding upon emergence and (ii) the reorganization value of the Company’s assets immediately prior to confirmation of the Plan will be less than the total of all post-petition liabilities and allowed claims. Upon adoption of Fresh Start Accounting, the reorganization value derived from the enterprise value as disclosed in the Plan would be allocated to the Company’s assets and liabilities based on their fair values. The Plan Effective Date fair values of the Company’s assets and liabilities may differ materially from their recorded values as reflected on the historical balance sheets.