Qvc Group Inc - Chapter 11 Plan Terms

Plan / RSA Terms

Overview

• QVC Group, Inc. (“QVCG”) and its affiliated debtors and debtors in possession (collectively, the “Debtors”) propose this joint prepackaged chapter 11 plan of reorganization (the “Plan”) for the resolution of the outstanding Claims against and Interests in the Debtors pursuant to chapter 11 of the Bankruptcy Code.
  • The Plan constitutes a separate Plan for each Debtor, and the Debtors are the proponents of the Plan within the meaning of section 1129 of the Bankruptcy Code.
  • The Petition Date, the first date on which any of the Debtors commenced a Chapter 11 Case, is April 16, 2026.

Restructuring Support Agreement

• The Plan is supported by a restructuring support agreement (the “RSA”), dated as of April 16, 2026, by and among the Debtors and the Consenting Stakeholders, including all exhibits thereto.
  • The Consenting Stakeholders include the RCF Lender Group, the QVC Noteholder Group, and the LINTA Noteholder Group, each as set forth in the RSA, along with the Ad Hoc Group Advisors and the Required Consenting Stakeholders.
  • The Takeback Debt Term Sheet is attached to the RSA as Exhibit C, setting forth the material terms of the Takeback Debt.
• The Confirmation Order shall authorize the Debtors, the Reorganized Debtors, and the Consenting Stakeholders, as applicable, to undertake the Restructuring Transactions contemplated by the Plan, the RSA, and the other Definitive Documents.

General Settlement

• Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classification, distributions, releases, and other benefits provided under the Plan, upon the Effective Date the provisions of the Plan shall constitute a good faith compromise and settlement of all Claims, Interests, Causes of Action, and controversies resolved pursuant to the Plan.
  • The Plan shall be deemed a motion to approve the compromise and settlement by and among the Debtors, the Consenting Stakeholders, and each of the Agents/Trustees, and entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval and a finding that such settlement is fair, equitable, reasonable, and in the best interests of the Debtors, their Estates, and Holders of Claims against and Interests in the Debtors.

Intercompany Settlement

• As part of the general settlement, the Plan sets forth the terms of the Intercompany Settlement, which reflects an agreement between the respective Disinterested Directors at QVCG, LINTA, and QVC, and a settlement to resolve intercompany claims by and against LINTA, supported by the Consenting Stakeholders and the respective Disinterested Directors. The Intercompany Settlement provides that:
  • The Professional Fee and Restructuring Expense Allocation shall be implemented as set forth in the Plan.
  • The QVC-LINTA Claim shall not receive any distributions from the LINTA Debtors or from the LINTA Distributable Cash, and the LINTA Debtors shall waive any and all Intercompany Claims against the other Debtors.
  • The Debtors that are not LINTA Debtors shall fund the LINTA Settlement Cash Pool, a contribution of Cash to the LINTA Debtors in an amount equal to $23,281,033.70, and Holders of Allowed LINTA Notes Claims shall receive their Pro Rata share of the LINTA Distributable Cash.
  • The QVC-QVCG Settlement Claim shall be Allowed in the aggregate amount of $400 million and separately classified in its own class (Class A4), receiving QVCG Distributable Cash in full and final satisfaction of such Claim.
  • QVCG, the LINTA Debtors, the CBI Debtors, and the QVC Debtors shall all grant and receive the Debtor Release, such that the Intercompany Settlement resolves fully and finally all Intercompany Claims between QVCG, the LINTA Debtors, and the QVC Debtors, with all other remaining Claims among the Debtors treated as Intercompany Claims.
    • The CBI Debtors’ inclusion in the foregoing is subject to the occurrence of the Effective Date on the terms set forth in the Plan, including the treatment of Class D3.
• For the avoidance of doubt, except as otherwise provided in the Restructuring Steps Plan and other than the QVC-QVCG Settlement Claim, there shall be no recovery, Reinstatement, or distribution of any kind on account of any Intercompany Claim or Interest from one Debtor grouping (i.e., QVCG, the LINTA Debtors, the QVC Debtors, or the CBI Debtors) to another Debtor grouping.

Restructuring Transactions

• On or before the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors shall consummate the Restructuring Transactions and are authorized to take all actions necessary or appropriate to effectuate the Plan and the Restructuring Steps Plan, including:
  • The execution and delivery of agreements and documents of merger, consolidation, restructuring, conversion, transfer, formation, dissolution, sale, or liquidation, and instruments of transfer, assignment, assumption, or delegation;
  • The issuance and distribution of the QVC New Equity Interests;
  • The consummation of the Exit ABL Facility, the issuance of the Takeback Debt, and the syndication and consummation of the Syndicated Exit Financing, including the execution, delivery, and filing of all related documents;
  • The reservation of the MIP Shares; and
  • Such other transactions required to effectuate the Restructuring Transactions, including those set forth in the Restructuring Steps Plan.

DIP LC Claims

• All DIP LC Claims arising under the DIP LC Credit Agreement — a Debtor-in-Possession Letter of Credit Facility Agreement by and among QVC, Inc., the DIP LC Agent (JPMorgan Chase Bank, N.A.), the DIP LC Lenders, and the DIP LC Issuing Banks — shall be deemed Allowed in the full amount outstanding as of the Effective Date, including any unpaid accrued interest, fees, expenses, and other obligations.
• Except to the extent a Holder agrees to less favorable treatment, on or prior to the Effective Date, in full satisfaction, settlement, discharge, and release of the DIP LC Claims, each Holder of an Allowed DIP LC Claim shall receive: (a) Cash equal to the full amount of its Allowed DIP LC Claims; (b) with respect to each outstanding DIP Letter of Credit, that the letter of credit be (i) cancelled or returned undrawn to the applicable DIP LC Issuing Bank, (ii) cash collateralized or otherwise backstopped in a manner reasonably satisfactory to the applicable DIP LC Issuing Bank, or (iii) rolled into the Exit ABL Facility and granted liens thereunder on terms acceptable to the applicable DIP LC Issuing Banks; and (c) payment of all other DIP LC obligations in Cash as and when due under the DIP LC Credit Agreement.

Treatment of Funded Debt Claims

• RCF Claims: On the Effective Date, the RCF Claims shall be Allowed in the aggregate principal amount of approximately $2,900,000,000, plus any accrued and unpaid interest and all accrued and unpaid fees, premiums, and other expenses payable under the RCF Credit Agreement and accrued as of the Petition Date.
• QVC Notes Claims: On the Effective Date, the QVC Notes Claims shall be Allowed in the aggregate principal amount of approximately $2,146,000,000, plus any accrued and unpaid interest and all accrued and unpaid fees, premiums, and other expenses payable under the QVC Notes Indentures and accrued as of the Petition Date.
  • Each Holder of an Allowed QVC Notes Claim — and each Holder of an Allowed RCF Claim with respect to the portion of its RCF Claim comprising RCF Loan Claims — shall receive its Pro Rata share (taking into account the other class) of the QVC Funded Debt Plan Consideration, which consists of (i) the QVC Distributable Cash; (ii) the Takeback Debt (if applicable); and (iii) 100% of the QVC New Equity Interests, subject to dilution by the MIP Shares. With respect to the portion of an RCF Claim comprising RCF Letter of Credit Claims, the Holder shall instead receive Cash equal to the full amount of its RCF Letter of Credit Claim (with any RCF Letter of Credit that remains undrawn and outstanding as of the Effective Date rolled into the Exit ABL Facility, cancelled or returned undrawn, or cash collateralized/backstopped). In addition, the QVC Debtors or Reorganized QVC Debtors shall pay in full in Cash all RCF Agent Fees and all QVC Notes Trustee Fees.
• LINTA Notes Claims: Each Holder of an Allowed LINTA Notes Claim shall receive, in full and final satisfaction, settlement, release, and discharge of such Claim, its Pro Rata share of the LINTA Distributable Cash.

Exit Financing

• The Exit Financing consists, collectively and as applicable, of the Exit ABL Facility, the Syndicated Exit Financing, and the Takeback Debt.
  • Exit ABL Facility: An exit ABL facility in an aggregate original principal amount as of the Effective Date of up to $750 million, to be entered into by Reorganized QVC and the Reorganized QVC Debtors on the Effective Date.
  • Takeback Debt: The loans provided and/or notes issued under the Takeback Debt Documents, having an aggregate original principal amount equal to $1.275 billion; provided that such amount shall be increased to $1.325 billion solely if the QVC Debtors obtain an Exit ABL Facility without a minimum draw condition.
  • Syndicated Exit Financing: A new money syndicated exit financing incurred by the QVC Debtors, on terms reasonably acceptable to the Required Consenting QVC Noteholders and the Required Consenting RCF Lenders, which the Debtors will seek to obtain and may consummate on the Effective Date, the proceeds of which would (if consummated) constitute QVC Distributable Cash; provided that its aggregate principal amount shall equal the aggregate principal amount of Takeback Debt otherwise contemplated under the Plan.
• On the Effective Date, Reorganized QVC and the Reorganized QVC Debtors shall enter into the Exit ABL Facility and shall issue the Takeback Debt, in each case on the terms set forth in the applicable Exit ABL Facility Documents and Takeback Debt Documents.

QVC New Equity Interests

• The QVC New Equity Interests means equity in Reorganized QVC or any successor or assign thereto on and after the Effective Date.
  • Reorganized QVC shall be authorized to issue the QVC New Equity Interests pursuant to its New Organizational Documents.
  • All shares of QVC New Equity Interests issued or distributed pursuant to the Plan shall be duly authorized, validly issued, fully paid, and non-assessable.

Management Incentive Plan

• Following the Effective Date, the New Board shall adopt the Management Incentive Plan, providing for grants of equity and equity-based awards to employees, directors, consultants, and/or other service providers of the Reorganized Debtors with respect to MIP Shares, as determined at the discretion of the compensation committee of the New Board.
  • The MIP Shares consist of pools of up to 10% of fully-diluted QVC New Equity Interests, reserved for issuance under the Reorganized QVC Debtors’ Management Incentive Plan.
  • All grants of MIP Shares shall ratably dilute all QVC New Equity Interests issued pursuant to the Plan.

Restructuring Expenses

• The QVC Debtors/Reorganized QVC Debtors and the LINTA Debtors/Reorganized LINTA Debtors, as applicable, shall pay in Cash all QVC Restructuring Expenses and LINTA Restructuring Expenses, respectively, in accordance with the RSA and in a manner consistent with the Professional Fee and Restructuring Expense Allocation and the Intercompany Settlement.
  • If any such expenses are unpaid as of the Effective Date, they shall be paid on the Effective Date or as soon as reasonably practicable thereafter, without any requirement to file a fee application with the Bankruptcy Court and without any requirement for notice or Bankruptcy Court review or approval.
  • The QVC Restructuring Expenses and LINTA Restructuring Expenses shall not be considered Professional Fee Claims.

Releases

• The Plan provides for the Debtor Release (Article VIII.C) and the Third-Party Release (Article VIII.D).
• The “Released Parties” include, solely in their respective capacities as such: the Debtors; the Reorganized Debtors; the Disinterested Directors; the RCF Agent; the QVC Notes Trustee; the LINTA Notes Trustee; the Consenting Stakeholders; the Exit ABL Facility Agent and Exit ABL Facility Lenders; the Syndicated Exit Financing Agent and Syndicated Exit Financing Lenders; the Takeback Debt Agents; the DIP LC Agent and other DIP LC Secured Parties; the other Releasing Parties; and each Related Party of the foregoing.
• The “Releasing Parties” include, among others, the Debtors, the Reorganized Debtors, the RCF Agent, the QVC Notes Trustee, the LINTA Notes Trustee, the Consenting Stakeholders, the Exit Financing and Takeback Debt agents and lenders, the DIP LC Agent and other DIP LC Secured Parties, and Holders of Claims or Interests who vote to accept, are presumed to accept, abstain from voting, or vote to reject the Plan but in each case do not affirmatively opt out, as well as Holders deemed to reject who affirmatively opt into the releases.
  • An Entity shall not be a Released Party or a Releasing Party if it (i) affirmatively opts out of the releases in the Plan or (ii) timely objects to the releases and such objection is not resolved before the Combined Hearing.
• The “Exculpated Parties” include, in each case in its capacity as such: each of the Debtors; the Disinterested Directors; and the Committee and each of its members.

Conditions Precedent to the Effective Date

• The Effective Date is subject to the satisfaction or waiver of certain conditions, including:
  • The RSA shall be in full force and effect and shall not have been validly terminated as to the RCF Lender Group, the QVC Noteholder Group, and the LINTA Noteholder Group signatories thereto, with no breach thereunder that would give rise to a termination right after any applicable notice or cure period;
  • The Bankruptcy Court shall have entered the Confirmation Order, which shall not have been stayed, reversed, vacated, amended, supplemented, or otherwise modified;
  • The Plan Supplement, including any amendments, modifications, or supplements, shall have been Filed;
  • The final versions of all Definitive Documents shall be consistent with the RSA, approved by the applicable parties consistent with their consent and approval rights, and executed and delivered by each party thereto;
  • The New Debt Documents shall have been duly executed and delivered, and all conditions precedent to the effectiveness of the Exit ABL Facility, the Syndicated Exit Financing, and the Takeback Debt, respectively, if applicable, shall have been satisfied or duly waived in writing;
  • All accrued and unpaid QVC Restructuring Expenses and LINTA Restructuring Expenses shall have been paid in full in Cash in accordance with the RSA and the terms of the Plan; and
  • The Debtors shall have otherwise consummated (or substantially concurrently with the Effective Date shall otherwise consummate) the applicable Restructuring Transactions in a manner consistent in all respects with the Plan and the RSA.

Consent and Consultation Rights

• Any and all consultation, information, notice, and consent rights set forth in the RSA (including the exhibits thereto) with respect to the form and substance of the Plan, any exhibits to the Plan, and all other Definitive Documents — including any amendments, restatements, supplements, or other modifications, and any consents, waivers, or other deviations — shall be incorporated by reference and fully enforceable as if stated in full in the Plan until such time as the RSA is terminated in accordance with its terms, and all such documents shall be consistent with the RSA in all material respects.
  • The absence in the Plan of references to any such rights shall not impair, modify, or negate those rights.

Modification and Waiver

• Subject to the terms of the RSA and the consent rights set forth therein, any one or more of the Conditions Precedent may be waived by the Debtors with the prior written consent of the Required Consenting Stakeholders, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceeding to consummate the Plan.
  • The prior written consent of the Required Consenting LINTA Noteholders shall not be required to waive the conditions set forth in Article IX.A.3, IX.A.4, IX.A.5, IX.A.6, and IX.A.11; provided that, as to Article IX.A.3 and Article IX.A.4, their consent is required to the extent the waiver affects the treatment or economic recovery of the LINTA Notes Claim.
• Subject to the terms of the RSA and the consent rights set forth therein, and except as otherwise specifically provided in the Plan, the Debtors reserve the right to modify the Plan, whether material or immaterial, and to seek Confirmation consistent with the Bankruptcy Code, and each Debtor reserves the right to revoke or withdraw the Plan prior to the Confirmation Date and to file subsequent plans of reorganization.
• All provisions of the RSA that survive termination thereof shall remain in effect in accordance with the terms thereof.