Home-shopping network QVC Group filed for bankruptcy on Thursday night (16 April) to carry out a prearranged plan that contemplates eliminating more than USD 5bn in debt and provides for exit financing.

In addition to exit financing, the plan would give the revolver credit facility (RCF) lenders the reorganized equity and takeback debt. The proposed plan is backed by a restructuring support agreement (RSA). The company’s Chapter 11 petition refers to USD 300m in DIP financing, but the company has not yet filed a DIP financing motion laying out specific terms.

Prior to filing for bankruptcy, the debtors spent months assessing how a Chapter 11 filing could address a ballooning deferred tax liability at QVC’s holding company, as Debtwire previously reported. The tax issues stem from QVC’s deferred tax liabilities tied to exchangeable debentures held by Liberty Interactive, a holding company that sits between the listed parent and operating business QVC Inc., according to the company’s 2024 10-K. Per a November 2025 filing of cleansing materials with the Securities & Exchange Commission (SEC), QVC said it was of the view that the discharge of the Liberty notes is not expected to give rise to a cash tax liability. But, the company said, if it were determined to be a cash liability – calculated as of 30 September 2025 – it is estimated to be about USD 1bn.

Judge Alfredo Perez is overseeing the Chapter 11 proceedings and has scheduled a first day hearing for this afternoon (17 April) at 1pm CT.

The company

Almost 50 years ago, QVC revolutionized the way consumers shop and interact with products, according to a first day declaration from Bill Wafford, QVC’s chief financial officer and chief administrative officer. He said the company pioneered live social shopping, bringing commerce into people’s homes. The QVC and Home Shopping Network (HSN) brands are recognizable household names for American consumers.

“The world has changed dramatically since HSN first began radio broadcasting in 1977, and what once seemed unimaginable—buying products with the click of a button from countless, consumer-facing platforms designed to endlessly improve the customer experience—is now commonplace,” Wafford said.

According to Wafford’s declaration, QVC is a global leader in video retailing, e-commerce, and social commerce for thousands of brand partners, providing millions of customers with unique products. QVC’s primary business is to sell a variety of consumer products through engaging, video-rich, interactive shopping experiences. The products are distributed to over 200 million households every day through 15 television channels.

To evolve with changing preferences, Wafford said, QVC is continuously investing and reinventing itself. It launched the first ever 24/7 livestream programming on TikTok in April 2025, quickly becoming a top seller on TikTok Shop in the US. The company acquired more than one million new customers on TikTok last year alone, which is expected to double this year. QVC streaming services have about 1.3 million monthly average users, and the company’s television broadcast continues to have an engaged customer base, with about 91% of sales shipped worldwide coming from repeat customers. QVC currently reaches over 12 million customers through its QVC+ and HSN+ streaming experiences, Facebook, Instagram, TikTok, YouTube, and mobile apps.

Separately, the Cornerstone Brands division is comprised of four home and apparel lifestyle brands – Ballard Designs, Frontgate, Garnet Hill, and Grandin Road. Each of those brands operates an e-commerce site. They collectively mailed over 75 million catalogs in 2025 and manage 35 retail and outlet stores.

The debt

As of the petition date, the debtors had about USD 6.53bn in total funded debt obligations, plus an additional USD 1.272bn in preferred equity interests.

The obligations include debt under the RCF and the QVC, Inc. notes, which are secured by the stock of QVC, Inc., the company’s primary operating subsidiary that will emerge as the reorganized debtor.

The obligations under the Liberty Interactive notes – known as the LINTA notes – are unsecured.

The descent

In the lead-up to bankruptcy, the relevant parties spent months looking into how a bankruptcy filing could address the deferred tax liability at QVC’s holding company. The issues stem from QVC’s deferred tax liabilities tied to exchangeable debentures held by Liberty, according to the 2024 10-K. As QVC noted in its SEC cleansing materials, it does not believe discharging the Liberty notes will lead to a cash tax liability. Despite this, if that turns out not to be the case, per the filing, the liability could be about USD 1bn.

According to Wafford’s declaration, QVC’s business based on linear TV continues to be up against industry headwinds. Linear TV is in decline, he noted, with consumers reallocating their time to social platforms and cancelling their paid TV subscriptions. This trend, called “cord cutting,” has eroded cash flows that historically supported QVC’s capital structure.

In addition to that, QVC has dealt with record inflation, supply chain disruption during the COVID-19 pandemic era, elevated labor costs, the uncertainty of US tariff policy, and a December 2021 fire at a distribution center that caused QVC to lose more than one million customers and more than USD 500m in revenue due to compromised product and service ability.

Over several years, Wafford said, QVC executed transactions to reduce funded debt, borrowing costs, administrative costs, and tax burdens, and to manage cash levels. QVC’s debt burden has hurt its ability to invest at the required level to fully transition to the new digital age, he pointed out.

In December 2020, QVC executed a multi-jurisdiction, 15-step restructuring to increase tax efficiency, optimize capital deployment, and reduce administrative costs. Later, in 2021, certain debtors entered into a fifth amended and restated credit agreement with the RCF lenders and JPMorgan as administrative and collateral agent.

Then, at the end of 2022, QVC executed a series of transactions to optimize cash and increase its balance sheet flexibility. Since 2022, QVC, Inc. extended approaching maturities and reduced the debt load through retiring outstanding notes. The company also took advantage of favorable real estate markets to sell properties and enter into long-term leases with the buyers.

QVC has been in dialogue with Evercore Group about capital structure considerations since the second quarter of 2023. It engaged Kirkland & Ellis in April 2025, and AlixPartners in May 2025.

Realizing that a holistic deleveraging would require effectively four separate restructurings, QVC launched efforts in the summer of 2025 with three primary goals. First, Wafford said, it worked to develop a business plan outlining an appropriate capital structure, a responsible liquidity balance, and flexibility. Second, QVC focused on reducing disruption to operations, vendor relationships, and customer relationships. Third, the company engaged with creditors who had organized into several groups—two at QVC, Inc., and one at Liberty.

The Chapter 11 cases

After nearly eight months of creditor engagement, Wafford said the debtors entered Chapter 11 with a reorganization plan that meets the goals they outlined. The plan contemplates a balance sheet restructuring in the US that will leave unsecured trade creditors unimpaired, backed by strong creditor support across the capital structure.

The debtors signed an RSA with an ad hoc group of creditors under the RCF, an ad hoc group of creditors under the QVC, Inc. notes, and an ad hoc group of creditors under the Liberty/LINTA notes. The RSA contemplates that QVC will move quickly through bankruptcy and emerge in less than three months.

The debtors are also running a process to secure a committed exit ABL facility, which they launched prepetition. This includes discussions with existing creditors as well as a third-party market check. As defined in the plan, the exit ABL refers to a facility in the amount of up to USD 750m.

Under the plan, QVC, Inc. will issue takeback debt, and the reorganized company will issue new common stock. Takeback debt refers to loans provided and/or notes issued with an aggregate original principal amount of USD 1.275bn, provided that the aggregate original principal amount will be increased to USD 1.325bn only if the QVC debtors get an exit ABL facility without a minimum draw condition.

Each holder of an allowed RCF claim would receive – for the portion of its claim comprising RCF loan claims – a pro rata share of the QVC funded debt plan consideration. That consideration would include QVC distributable cash, takeback debt, if applicable, and 100% of the QVC new equity interests, subject to dilution by a management incentive plan.

For a portion of a holder’s RCF claim comprising an RCF letter of credit claim, it would get cash equal to the full amount of the claim, provided that any RCF letter of credit that remains outstanding at the effective date will be rolled into the exit ABL facility. Those claims will be granted liens under the exit ABL facility on terms acceptable to required consenting RCF lenders and the applicable issuing bank; cancelled or returned undrawn to the applicable issuing bank; or cash collateralized or otherwise backstopped in a way that is satisfactory to the applicable issuing bank. The reorganized QVC debtors would pay in full in cash RCF agent fees.

Each holder of an allowed QVC notes claim would get a pro rata share of the QVC funded debt plan consideration and the debtors would pay in full in cash QVC notes trustee fees.

Meanwhile, holders of allowed LINTA notes claims would get a share of that debtor’s distributable cash.

As contemplated by the RSA, third-party general unsecured claims would be unimpaired. Finally, preferred equity interests and common equity interests would be cancelled.

The advisors

Related links (Access required):

Chapter 11 petition
First day declaration
Reorganization plan
Disclosure statement
Debtwire Restructuring Database: QVC Group