QVC Group, Inc. Emerges from Chapter 11; Issues $1.24B First‑Lien Notes

What Happened
QVC Group, Inc. (formerly QVC, Inc.) filed an 8‑K reporting that on August 6, 2026 (the Plan Effective Date) it emerged from Chapter 11 under a confirmed reorganization plan and implemented a new capital and governance structure. As part of the plan, the company issued $1,240,362,247 of 10.000% First Lien Senior Secured Notes due August 6, 2032 (the “Takeback Notes”), borrowed $84,637,736.20 of first‑lien term loans (the “Takeback Loans”), and established a $600.0 million three‑year asset‑based revolving credit facility (the “Exit ABL Facility”). The filing also describes cancellation of prepetition equity and indebtedness, issuance of new common stock to certain creditors, new stockholder and registration‑rights agreements, changes to the board of directors, and adoption of a new certificate of incorporation and bylaws (including a name change to QVC Group, Inc.).

Key Details

• Takeback Notes: $1,240,362,247 principal, 10.000% annual interest, mature Aug 6, 2032; interest accrues from Aug 6, 2026 and is payable semi‑annually (Feb 15 & Aug 15), starting Feb 15, 2027; secured by first‑priority liens and guaranteed by certain subsidiaries.
• Takeback Loans: $84,637,736.20 principal, mature six years from the Plan Effective Date; interest at either Term SOFR + 5.11885% or Alternate Base Rate + 6.11885% (all‑in set to ~10% at Plan Effective Date).
• Exit ABL Facility: Up to $600.0 million asset‑based revolver for three years (borrowing base based on receivables, inventory and qualified cash); Term SOFR + 5.75% or Alternate Base Rate (floor 3.00% + 4.75%).
• Equity and governance changes: Old QVC equity (all common, preferred and awards) canceled for no value; ~21.43M new common shares issued to QVC Notes claimholders and ~28.57M to RCF claimholders (exempt under Bankruptcy Code §1145 or private placement exemptions); new stockholder agreements, registration‑rights agreement, eight new directors appointed, and new Certificate of Incorporation and Bylaws effective on the Plan Effective Date.

Why It Matters
These actions rework QVC’s capital structure and governance after Chapter 11: creditors received secured new debt and equity stakes while prior equity and prepetition debt were cancelled. The company now carries substantial first‑lien secured obligations (the 10% notes and term loan) and an asset‑based revolver that will fund operations and working capital. For investors, key takeaways are the full cancellation of old equity, the issuance of new shares to former creditors (significant ownership change), the new secured debt with a 10% coupon that will affect interest expense and cash flow, and the board and charter changes that reshape governance and stockholder rights.