QVC Group - Chapter 11 Case Summary

Business Description

Headquartered in West Chester, PA, QVC Group, Inc. ("QVCG"), along with its Debtor and non-Debtor subsidiaries (collectively, "QVC Group" or the "Company"), is a global leader in video retailing, e-commerce, and social commerce. The Company sells a wide variety of consumer products through highly engaging, video-rich, interactive shopping experiences distributed to over 200 million households each day via 15 television channels, while also reaching over 12 million customers through its QVC+ and HSN+ streaming services, social media platforms including Facebook, Instagram, TikTok, and YouTube, and mobile applications.

• QVC Group operates through two reportable segments—QxH (the combined U.S. operations of the QVC and HSN networks) and QVC International—as well as its Cornerstone division, which comprises four home and apparel lifestyle brands: Ballard Designs, Frontgate, Garnet Hill, and Grandin Road (collectively, the "Cornerstone Brands").
• The Company curates collections of approximately 400,000 products from thousands of brand partners—including Nike, Tempur-Pedic, and Whirlpool—made personal and relevant through the power of storytelling and more than 40,000 hours of annual content produced across 20-plus soundstages.

QVC Group maintains a highly engaged and loyal customer base, with approximately 91% of sales shipped worldwide coming from repeat customers. In fiscal year 2025, the Company shipped more than 190 million units globally, and QVC, Inc. alone served approximately 10.3 million unique customers. The Company has continued to invest in its digital transformation, launching 24/7 livestream programming on TikTok in April 2025 and quickly becoming a top seller on TikTok Shop in the United States, acquiring over 1 million new customers on the platform in 2025 alone.

• For the year ended December 31, 2025, QxH contributed $5.9 billion, or 64%, of consolidated net revenue and $529 million of Adjusted OIBDA. QVC International generated $2.4 billion, or 26%, of consolidated net revenue and $292 million of Adjusted OIBDA. Cornerstone accounted for approximately 10% of consolidated net revenue.

As of the Petition Date, QVC Group employed approximately 15,800 people across seven countries—including approximately 8,341 at QxH, 5,952 at QVC International, and 1,527 at Cornerstone—with employment levels fluctuating due to seasonal factors. QVCG is the ultimate parent of each of the other Debtors and conducts business through its subsidiaries, maintaining its corporate headquarters in West Chester, Pennsylvania, with Cornerstone headquartered separately in West Chester, Ohio.

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Corporate History

QVC Group's origins trace back to 1977, when Lowell Paxson began selling merchandise directly to consumers over the air from an AM radio station in Clearwater, FL. Early success prompted Paxson to expand the business to television; in July 1982, he partnered with Roy Speer to launch a local TV program called the Home Shopping Club. The venture turned a profit within three months, and within six months had become the world's first network to broadcast live 24 hours a day. By 1985, Home Shopping Network had gone national, growing into the iconic HSN brand.

Launch of QVC

• In June 1986, Joseph Segel launched "QVC"—standing for "Quality, Value, and Convenience"—a competing televised home shopping network targeting the growing cable audience. QVC's first live broadcast on November 24, 1986 was an instant success, reaching 7.6 million homes.
• QVC initially broadcast from 7:30 p.m. until midnight ET on weekdays and 24 hours each weekend, but overwhelming consumer demand led the channel to extend live programming to 24/7, 364 days a year by January 1987—just two months after launch.
• QVC broke the record for how fast a new American public company could reach $100 million in sales.

Growth Through Cable and International Expansion

• QVC Group grew steadily alongside the rise of cable television. One of its early investors was Ralph Roberts, founder and chairman of Comcast, who arranged deals in which cable companies received investment stakes in QVC Group in exchange for carrying the channel. By 1993, QVC Group reached approximately 50 million U.S. households and recorded $1 billion in revenue.
• That same year, QVC Group launched its first international operations with home shopping channels in the United Kingdom and Mexico, later expanding into Germany, Japan, Italy, China, and France.
• QVC Group's success continued into the 2000s, setting a daily sales record of $80 million in 2001 and a weekend sales record of $105 million in December 2007.

Ownership History and Key Acquisitions

• In 1995, QVC Group was acquired by Comcast Corporation and Tele-Communications, Inc., a spin-off of Liberty Media. In 2003, Comcast sold its majority shareholding to Liberty Media Corporation ("LMC"), although Comcast continued to carry QVC Group for its 21 million cable subscribers.
• Following a 2011 split-off transaction, QVC Group and LMC became separate publicly traded companies. In connection with that transaction, QVC Group entered into agreements with LMC, including a services agreement under which LMC provided certain general and administrative services. Various of those services have since been transitioned to QVC Group management, including legal, tax, accounting, treasury, information technology, cybersecurity, and investor relations support.
• In December 2017, QVC Group acquired HSN, Inc. and its subsidiaries, including Cornerstone Brands, expanding its core business with HSN's home shopping television network and complementary assets such as HSN's limited-distribution brand Kitchen HQ and Cornerstone's catalog brands. In 2019, the Company created the QxH combination to streamline operations, improve long-term growth, and accelerate digital transformation while maintaining the individual identities of the QVC and HSN brands.

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Operations Overview

QVC Group operates across three continents and seven countries through two reportable segments—QxH and QVC International—and its Cornerstone division. The Company operates 9 distribution centers and 4 contact centers worldwide, with Cornerstone also managing 4 fulfillment centers. In 2025, QVC, Inc. employees handled approximately 70 million customer calls and shipped approximately 182 million units globally.

QxH (U.S. Operations)

QxH combines the U.S. operations of the QVC and HSN shopping networks into a unified platform that merges shopping with entertainment to curate products, experiences, and communities for millions of shoppers.

• QxH reaches approximately 88 million homes via five television channels, providing live programming 20 hours per day, 364 days per year, supplemented by prerecorded content.
• Beyond television, QxH reaches millions of customers through QVC.com and HSN.com, virtual multichannel video programming distributors (including Hulu + Live TV, DirecTV Stream, and YouTube TV), streaming video, and other digital platforms such as Facebook Live, Apple TV, and Amazon Fire.
  • For the year ended December 31, 2024, approximately 89% of new QxH customers made their first purchase through digital platforms, underscoring the segment's accelerating digital transformation as the Company adapts to cord-cutting trends.
• QxH offers thousands of products from exclusive and proprietary brands, leading national and international brands, and limited-distribution brands. Many products are endorsed by celebrities, designers, and well-known personalities who appear during live programming and provide publicity through their own social media channels.

QVC International

QVC International brings the Company's shopping experience to millions of consumers in Germany, Austria, Japan, the United Kingdom, Ireland, and Italy.

• The segment reaches 124 million homes via 10 television networks and extends its reach through multiple websites, mobile apps, smart TV apps, and social media pages, curating products and experiences tailored to the specific interests of each local market.
• The international businesses are generally net cash flow positive as a whole, and no foreign insolvency proceedings have been filed or are expected to be filed.
• Linear TV continues to provide a strong baseline of support to the global enterprise as cord-cutting trends are weaker in international markets. The Company also sees material growth opportunities abroad, with domestic e-commerce penetration at 67% of sales compared to QVC International's 54%, suggesting room for further international e-commerce growth.
  • The Japanese operations are conducted through a long-standing joint venture with Mitsui & Co. LTD, with QVC owning 60% and Mitsui owning 40%.

Cornerstone

Cornerstone is comprised of four brands dedicated to apparel and home lifestyle products, generating approximately 10% of QVC Group's net revenue. Under current market and macroeconomic conditions, the Debtors expect Cornerstone will continue to fund its own operations and satisfy claims against the CBI estate using Cornerstone cash on hand.

• Frontgate: Offers a selection of premium, high-quality indoor and outdoor furnishings and accessories across catalog, online, and seven retail stores in the South and Midwest, with in-store design services.
• Ballard Designs: Features European-inspired bed, bath, dining, outdoor, and office furnishings and home accents available by catalog, online, or at one of its twenty-five retail locations.
• Garnet Hill: Specializes in women's and children's clothing, including sweaters, accessories, sleepwear, and activewear, as well as bedding and home decor, available online or at two retail locations in the Northeast.
• Grandin Road: Offers an affordable assortment of products from furniture to holiday decor, available online or at four outlet locations in the South and Midwest.

Cornerstone differentiates itself by offering an assortment of proprietary and branded products, often with exclusive distribution rights. The division employs in-house designers who provide complimentary design services in Cornerstone's showrooms, which host in-store events to drive customer engagement and sales. Collectively, the Cornerstone Brands mailed over 75 million catalogs in 2025 and operate 35 retail and outlet stores.

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Prepetition Obligations

As of the Petition Date, the Debtors reported approximately $6.53 billion in total outstanding funded debt obligations, plus an additional $1.272 billion in preferred equity interests. The obligations under the Revolving Credit Facility and the QVC, Inc. Notes are secured by the stock of QVC, Inc., while the LINTA Notes are unsecured. Notably, no Debtor obligations are secured by any assets of the QVC Group other than the QVC, Inc. stock. The Company's prepetition capital structure is summarized below:

Revolving Credit Facility (Secured)

• Approximately $2.90 billion is outstanding under the Debtors' Revolving Credit Facility, which matures on October 27, 2026. The facility is secured by the stock of QVC, Inc.
  • In addition, approximately $235 million in letters of credit have been issued but remain undrawn. This amount is not included in the Debtors' total funded debt figure.

QVC, Inc. Notes (Secured)

• Approximately $2.15 billion in aggregate principal is outstanding across seven series of QVC, Inc. Notes, secured by the stock of QVC, Inc. The notes span maturities from 2027 through 2068 and include the following:
  • 4.750% Notes due February 15, 2027: $44 million
  • 4.375% Notes due September 1, 2028: $72 million
  • 6.875% Notes due April 15, 2029: $605 million
  • 5.450% Notes due August 15, 2034: $400 million
  • 5.950% Notes due March 15, 2043: $300 million
  • 6.375% Notes due September 13, 2067: $225 million
  • 6.250% Notes due November 26, 2068: $500 million

LINTA Notes (Unsecured)

• Approximately $1.48 billion in aggregate principal is outstanding across four series of unsecured LINTA Notes, including two exchangeable note issuances. These notes mature between 2029 and 2030:
  • 8.500% Notes due July 15, 2029: $287 million
  • 4.000% Exchangeable Notes due November 15, 2029: $280 million
  • 8.250% Notes due February 1, 2030: $504 million
  • 3.750% Exchangeable Notes due February 15, 2030: $413 million

Liquidity

• The QVC Group's three primary sources of liquidity are cash from operating activities, historical notes issuances, and borrowings under the Revolving Credit Facility. As of April 10, 2026, available liquidity across the key entities was as follows:
  • QVCG: approximately $195 million
  • LINTA: approximately $86 million
  • QVC, Inc. and its subsidiaries: approximately $1.35 billion, of which $335 million is held at QVC International
  • CBI and its subsidiaries: approximately $74 million
• The latest liquidity allocations have been shaped by a series of intercompany cash and liability management transactions undertaken since 2022, including the 2022 Cash Management Plan and the 2024 Capital Contribution and Exchange.

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Events Leading to Bankruptcy

Industry Headwinds and Macroeconomic Pressures

• QVC Group's financial performance has been strained by a confluence of structural and macroeconomic headwinds in recent years:
  • The secular decline of linear television—driven by accelerating "cord cutting" as consumers reallocate time to social platforms and cancel paid TV subscriptions—has eroded the cash flows that historically underpinned QVC Group's capital structure.
  • Record inflation, elevated labor costs, supply chain disruptions during the COVID era, and the uncertainty surrounding U.S. tariff policy further pressured the Company's cost structure and margins.
  • A December 2021 fire at the Rocky Mount distribution center caused QVC Group to lose more than 1 million customers and over $500 million in revenue due to compromised product availability and service capacity.
• While QVC Group's growth opportunities in digital and live social shopping remain promising, the transition away from linear TV requires time and capital—resources constrained by a debt burden premised on now-declining legacy cash flows. This imbalance impaired the Company's ability to invest at the level necessary to fully execute its digital transformation.

Liability Management Transactions and Debt Paydowns

• Over several years, QVC Group executed a series of transactions to reduce funded debt, borrowing costs, administrative expenses, and tax burdens across its capital structure:
  • The 2020 Restructuring: In December 2020, QVC Group completed a multi-jurisdiction, 15-step restructuring to increase tax efficiency, optimize capital deployment, and reduce administrative costs. The initiative retired certain intercompany notes to reduce currency exchange and tax risk, eliminated defunct subsidiaries to lower governance and compliance costs, and mitigated tax exposure from incoming E.U. and U.K. legislation. Notably, QVC Group created QVC Global Corporate Holdings, LLC ("QVC Global") to retire its 3.5% participating hybrid option note securities due 2031 (the "MSI Exchangeables") using foreign operations cash, leveraging favorable repatriation rates under the Tax Cuts and Jobs Act. The structure included a $1.825 billion promissory note from LINTA to QVC Global—the face amount of which approximately matched the tax basis of the MSI Exchangeables. The December 2021 retirement of these securities generated meaningful tax savings and an estimated $10 million in annual interest expense reduction.
  • The 2021 Refinancing: QVC, Inc. and QVC Global entered into a Fifth Amendment and Restatement Agreement with JPMorgan Chase Bank, N.A. as administrative and collateral agent, extending the Revolving Credit Facility's maturity by three years while locking in lower pricing—improving liquidity to manage near-term maturities.
  • The 2022 Cash Management Plan: At year-end 2022, QVC Group executed a series of transactions to optimize cash allocation across its structure. The Company removed Zulily—an increasingly non-core business acquired in 2015—as a Borrower under the Revolving Credit Facility and executed $800 million in distributions (the "December 21 Transfers") to position cash where it would be needed ahead of potentially approaching covenant restrictions. A solvency opinion was obtained from Kroll, LLC prior to these transfers.
  • Notes Retirements: Since 2022, QVC, Inc. systematically extended approaching maturities and reduced its debt load through a series of transactions:
    • In June 2022, QVC, Inc. retired more than 70% of its 2023 Senior Notes ahead of maturity, using cash on hand and Revolving Credit Facility borrowings to capture favorable bond market pricing.
    • In spring 2023, QVC, Inc. retired $177 million and $15 million of outstanding 2024 and 2025 Notes, respectively, followed by a full redemption of all outstanding 2024 Notes in March 2024.
    • In September 2024, QVC, Inc. exchanged 89% of its 2027 and 2028 Notes for newly issued 2029 Notes and $352 million of cash—funded by $75 million of cash on hand and a $277 million capital contribution from LINTA.
    • In February 2025, QVC, Inc. used $585 million to satisfy remaining 2025 Notes ahead of maturity, funded through cash on hand and Revolving Credit Facility borrowings.
• Collectively, these liability management exercises provided QVC Group with flexibility and runway to implement parallel operational turnaround initiatives.

Operational Turnaround: Project Athens

• In June 2022, QVC Group announced a multi-year turnaround plan, with Phase 1 consisting of Project Athens—a five-pillar effort designed to stabilize and differentiate its core businesses and expand its leadership in video streaming commerce:
  • The five pillars targeted strengthening customer relationships, improving execution, reducing costs, optimizing the brand portfolio, and enhancing growth in streaming.
  • Project Athens delivered over $500 million of annual adjusted OIBDA impact through initiatives such as optimizing digital traffic and conversion, renegotiating key freight contracts, reducing marketing budgets, and improving the cost efficiency of distribution broadcast contracts.
  • The initiative also fostered a culture of proactive, employee-driven process and product improvements, laying the foundation for sustained operational gains.
• In parallel, QVC Group executed additional cost-saving measures, including consolidating QVC, Inc. and HSN operations in West Chester, PA; closing the St. Petersburg, FL campus; outsourcing the majority of its IT activities; and implementing a series of reductions in force.

Sale-Leaseback Transactions

• QVC Group capitalized on favorable real estate markets to unlock liquidity through sale-leaseback transactions:
  • In July 2022, QVC Group sold five owned and operated U.S. properties for net cash proceeds of $443 million, entering into long-term leaseback agreements and recognizing a $277 million gain.
  • In November 2022, QVC International sold two properties in Germany and the U.K. for net cash proceeds of $182 million under similar leaseback arrangements, recognizing a $113 million gain. An additional German property was sold in December 2023 for $6 million in net proceeds.

Operational Turnaround: Project WIN

• In November 2024, QVC Group announced the second phase of its turnaround: the WIN Strategy, designed to build on Project Athens and drive top-line growth through three central priorities:
  • "Wherever She Shops": Enhancing customer interactions across diverse platforms by extending QVC Group's sales, content, and celebrity expertise into social-first formats—including TikTok Shop, YouTube TV, Sling, Roku, Hulu, Netflix, and the Company's own QVC+ and HSN+ streaming platforms.
  • "Inspiring People & Products": Fostering rich, engaging content experiences and building the world's leading live social shopping content engine through enhanced studio spaces and multi-platform production and distribution capabilities.
  • "New Ways of Working": Leveraging technology and process enhancements to drive a culture of transparency, rigor, pace, and continuous improvement.
• Early results from the WIN initiatives show promise: social media channels are delivering rapid and sustainable growth; QVC Group's streaming platform is expected to grow profitably at 5% year-over-year; and both revenue and OIBDA are expected to stabilize by 2027 as scaled social platform revenue growth offsets continued linear TV declines.

Advisor Engagement

• QVC Group has been in dialogue with Evercore Group L.L.C. regarding capital structure considerations since Q2 2023. The Company subsequently retained Kirkland & Ellis LLP in April 2025 and AlixPartners LLP in May 2025 to advise on restructuring alternatives.

Corporate Governance Enhancements

• QVC Group's boards and senior management proactively strengthened governance processes across its structure in anticipation of a potential restructuring:
  • In March 2025, QVCG's board transitioned corporate officers who held dual positions at Liberty Media Corporation ("LMC") to the executive team managing QVC, Inc., consolidating leadership to afford greater speed, flexibility, and efficiency. Since QVC Group's 2011 split-off from LMC, it had received back-office management services—including tax, accounting, investor relations, and reporting—under the LMC Services Agreement. The transition is underway with the goal of winding down the Services Agreement as soon as practicable.
  • Recognizing that the Key Entities—QVCG, LINTA, QVC, Inc., and CBI—had discrete capital structures and were party to historical intercompany transactions that could give rise to potential claims, QVC Group undertook a two-step governance restructuring:
    • In September 2025, QVC, Inc. filed an Amended and Restated Certificate of Incorporation creating a dedicated board of directors, with Paul Keglevic and Jill Frizzley as initial members. In October 2025, QVCG approved LINTA's Amended and Restated Limited Liability Operating Agreement, creating a board of managers with Eugene Davis and Thomas Walper as initial appointees.
    • Each Key Entity appointed Disinterested Directors and formed Special Committees with exclusive authority over Conflicts Matters—including the investigation, negotiation, and settlement of intercompany claims. Each Governing Body engaged independent counsel: Kobre & Kim LLP (QVCG), Milbank LLP (LINTA), Katten Muchin Rosenman LLP (QVC, Inc.), and Seward & Kissel LLP (CBI).
• Over subsequent months, the Governing Bodies and their counsel conducted extended fact-gathering and legal analysis regarding potential claims and defenses related to historical intercompany transactions. These efforts produced the Governing Body Settlement detailed in the Plan and supported by the Consenting Stakeholders under the RSA.

Creditor Engagement and the Restructuring Support Agreement

• Recognizing that various "liability management" exercises alone could not address the structural mismatch between its debt burden and declining linear TV cash flows, QVC Group initiated a holistic balance-sheet restructuring in the summer of 2025—effectively requiring four separate restructurings within its corporate structure—with three primary goals:
  • Developing a business plan reflecting an appropriate capital structure, responsible liquidity balance, and flexibility for continuous reinvention.
  • Maximizing options to reduce disruption to worldwide operations, vendor relationships, and customer relationships.
  • Engaging with organized creditor groups to achieve consensus on value allocation and the terms of a sustainable exit capital structure.
• Over nearly eight months, QVC Group engaged with three key creditor constituencies: an ad hoc group under the Revolving Credit Facility (the "Bank Group"), an ad hoc group of QVC, Inc. noteholders (the "QVC, Inc. Notes Group"), and an ad hoc group of LINTA noteholders (the "LINTA Notes Group"):
  • Beginning in October 2025, professional NDAs were signed and QVC Group commenced providing diligence—totaling at least 22,000 pages across three data rooms, plus extensive Excel modeling covering the business plan, cash flows, trade relationships, intercompany transactions, projections, insurance, tax matters, and the litigation portfolio.
  • QVC Group's advisors provided extensive exit scenario modeling, while senior executives—including CEO David Rawlinson, General Counsel Eve DelSoldo, and other management—participated directly in diligence calls and business plan presentations.

Plan of Reorganization and Path Forward

• After eight months of creditor engagement, the Debtors filed a Chapter 11 plan of reorganization supported by a Restructuring Support Agreement with all three Key Debt Stakeholder groups. The key pillars of the RSA include:
  • Unimpairment of Trade and Other Unsecured Creditors: All allowed third-party general unsecured claims—including employee and vendor claims—will be unimpaired, reflecting a classic balance-sheet restructuring.
  • Strong Financial Creditor Support: Three significant creditor groups are backing the restructuring, endorsing the business plan and long-term enterprise value.
  • Preserving Going-Concern Value: QVC, Inc. (the primary operating subsidiary) will emerge as Reorganized QVC, Inc. as a going concern, along with Cornerstone as a subsidiary—preserving thousands of skilled jobs and vendor relationships.
  • Substantial Deleveraging: The restructuring will eliminate more than $5 billion in funded debt obligations, freeing capital for the Reorganized Debtors to continue reinventing themselves in the evolving marketplace.
• The RSA contemplates an efficient Chapter 11 process, with emergence in less than two months. The Debtors are simultaneously running a process to secure a committed exit ABL facility, including outreach to existing creditors and a third-party market check.