Item 7.01. Regulation FD Disclosure.
On May 18, 2021, Gregory Maffei, the Chairman of the Board and a director of
Qurate Retail, Inc. ("Qurate Retail"), delivered to John C. Malone a written
offer (the "Offer") to acquire all of the outstanding shares of Series B common
stock of Qurate Retail beneficially owned by Mr. Malone, his wife Leslie Malone
and certain trusts for the benefit of Mr. Malone, Mrs. Malone and/or their
children (the "Malone Group," and such shares, the "Subject Shares") at a per
share price of $14.00 payable in cash, securities or such other form of
consideration as to which Mr. Maffei and Mr. Malone may mutually agree. The
Offer is conditioned upon, among other things, the approval by the Board of
Directors of Qurate Retail of the transactions contemplated thereby for purposes
of Section 203 of the General Corporation Law of the State of Delaware (the
"Section 203 Approval"). In addition, the consummation of the acquisition of the
Subject Shares is subject to the negotiation and execution of definitive
agreements.
The transfer of the Subject Shares is subject to the terms of that certain call
agreement, dated February 9, 1998 (the "Call Agreement"), among Qurate Retail,
as successor-in-interest to the assignee of Tele-Communications, Inc., a
Delaware corporation, Mr. Malone and Mrs. Malone, which provides Qurate Retail
with the right (the "Call Right") to acquire all, but not less than all, of the
Subject Shares at a per share price equal to the lower of (x) the Offer price or
(y) 110% of the average closing prices of a share of Series A common stock for
the 30 consecutive trading days ending on May 17, 2021 (with the price
calculated pursuant to clause (y) equal to $13.62 per share). Qurate Retail is
not aware of any other agreements that the Malone Group may have which grant a
call, repurchase or similar right with respect to its high vote shares of
Liberty Media Corporation or Liberty Broadband Corporation.
On May 18, 2021, Mr. Malone provided written notice to Qurate Retail of his
desire to accept the Offer, subject to Section 203 Approval, pursuant to the
terms of the Call Agreement. Mr. Malone supports the long-term business strategy
of Qurate Retail but desires to accept the Offer because it would provide
flexibility for certain long-term estate and tax planning goals in light of
potential changes in federal tax laws. However, in the event Qurate Retail
determines to exercise the Call Right, Mr. Malone indicated a preference for the
payment of the per share price in the form of shares of Series A common stock of
Qurate Retail such that he would continue to hold a substantial investment in
Qurate Retail.
Qurate Retail does not intend to disclose developments with respect to the
foregoing unless and until any definitive agreement is reached, except as may be
required by law.
The description of the Call Agreement is qualified in its entirety by reference
to the Call Agreement incorporated by reference herein.
This Current Report on Form 8-K is being furnished to the Securities and
Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public
disclosure requirements of Regulation FD and shall not be deemed "filed" for any
purpose.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the consummation of the transactions described above,
the form of payment with respect to the Call Right and Mr. Malone's investment
in Qurate Retail. These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements, including, without limitation, the
approval by the Board of Directors of the transactions described above and the
negotiation and execution of definitive agreements. These forward-looking
statements speak only as of the date of this Current Report on Form 8-K, and
Qurate Retail expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained herein to
reflect any change in Qurate Retail's expectations with regard thereto or any
change in events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of Qurate Retail, including
the most recent reports on Forms 10-K and 10-Q, for additional information about
Qurate Retail and about the risks and uncertainties related to Qurate Retail's
business, which may affect the statements made in this Current Report on Form
8-K.
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