As filed with the United States Securities and Exchange Commission on August 12, 2020

Registration No. 333-    

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 


 

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

QVC, Inc.*

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of incorporation or
organization)

 

23-2414041
(I.R.S. Employer Identification No.)

 

1200 Wilson Drive
West Chester, Pennsylvania 19380
(484) 701-1000
(Address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)

 

Lawrence R. Hayes, Esq.
QVC, Inc.
1200 Wilson Drive
West Chester, Pennsylvania 19380
(484) 701-1000

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

 


 

Copy to:

Samantha Crispin

Adorys Velazquez
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, NY 10012
(212) 408-2500

 


 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. x 333-233799

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer o

 

Accelerated filer o

 

Non-accelerated filer x

 

Smaller reporting company o

 

 

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of
Securities to be Registered

 

Proposed
Maximum Aggregate
Offering Price

 

Amount of
Registration Fee

 

Debt Securities

 

$

84,950,000

(1)

$

11,027

(2)(3)

Guarantees of Debt Securities

 

 

(4)

 

(4)

(1)   The registrant previously registered an aggregate principal amount of $1,500,000,000 of Debt Securities on a Registration Statement on Form S-3 (File No. 333-233799) which was filed by the registrant on September 17, 2019 and declared effective by the Securities and Exchange Commission (the “Commission”) on October 3, 2019 (the “Prior Registration Statement”). There remains $424,750,000 in unsold Debt Securities under the Prior Registration Statement. In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of Debt Securities having a proposed maximum aggregate offering price of $84,950,000 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to this Registration Statement and the Prior Registration Statement exceed the maximum amount registered under such Registration Statements.

(2)   Calculated pursuant to Rule 457(o) under the Securities Act.

(3)   The registrant hereby certifies to the Commission that (i) it has instructed its bank to pay the Commission the filing fee of $11,027 for the additional securities being registered under this registration statement as soon as practicable (but in any event no later than the close of business on August 12, 2020); (ii) it will not revoke such instructions; (iii) it has sufficient funds in the relevant account to cover the amount of the filing fee; and (iv) it undertakes to confirm receipt of such instructions by the bank on August 12, 2020.

(4)   In accordance with Rule 457(n), no separate fee is payable with respect to the Guarantees of Debt Securities.

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

*      The companies listed on the next page in the Table of Additional Registrants are also included in this Registration Statement as additional Registrants.

 

 

 


 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact name of registrant
as specified in its charter

 

State or other jurisdiction
of
incorporation or
organization

 

Primary Standard
Industrial Classification
code Number

 

I.R.S. Employer
Identification Number

 

Address and telephone number of
principal executive office

Affiliate Investment, Inc.

 

Delaware

 

6719

 

51-0394501

 

Webster Building
Suite 206A
3411 Silverside Road
Wilmington, DE 19810
(302) 478-7451

Affiliate Relations Holdings, Inc.

 

Delaware

 

6719

 

52-2009511

 

Webster Building
Suite 206A
3411 Silverside Road
Wilmington, DE 19810
(302) 478-7451

AMI 2, Inc.

 

Delaware

 

6799

 

26-4282165

 

Webster Building
Suite 206B
3411 Silverside Road
Wilmington, DE 19810
(302) 478-4370

ER Marks, Inc.

 

Delaware

 

6719

 

52-2009512

 

Webster Building
Suite 206B
3411 Silverside Road
Wilmington, DE 19810
(302) 478-4370

QVC Global Holdings I, Inc.

 

Delaware

 

6719

 

47-3567270

 

1200 Wilson Drive
West Chester, PA 19380
(484) 701-1000

QVC Global Holdings II, Inc.

 

Delaware

 

6719

 

47-3591332

 

1200 Wilson Drive
West Chester, PA 19380
(484) 701-1000

QVC Rocky Mount, Inc.

 

North Carolina

 

4225

 

52-2217907

 

100 QVC Boulevard
Rocky Mount, NC 27801
(252) 467-6600

QVC San Antonio, LLC

 

Texas

 

7389

 

52-1765495

 

9855 Westover Hills Boulevard
San Antonio, TX 78251
(210) 522-4300

HSN, Inc.

 

Delaware

 

8741

 

26-2590893

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

 

2


 

HSNi, LLC

 

Delaware

 

5961

 

59-3490596

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

HSN Holding LLC

 

Delaware

 

6719

 

46-3739148

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

AST Sub, Inc.

 

Delaware

 

6719

 

59-3614109

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

Home Shopping Network En Espanol, L.L.C.

 

Delaware

 

6719

 

59-3491612

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

Home Shopping Network En Espanol, L.P.

 

Delaware

 

6719

 

59-3506840

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

H.O.T. Networks Holdings (Delaware) LLC

 

Delaware

 

6719

 

05-0617856

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

HSN of Nevada LLC

 

Delaware

 

6719

 

N/A

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

Ingenious Designs LLC

 

Delaware

 

5023

 

59-3617032

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

NLG Merger Corp.

 

Delaware

 

4899

 

90-0211788

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

Ventana Television, Inc.

 

Delaware

 

4833

 

77-0580852

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

Ventana Television Holdings, Inc.

 

Delaware

 

6719

 

77-0581597

 

1 HSN Drive
St. Petersburg, FL 33729
(727) 872-1000

QVC Deutschland GP, Inc.

 

Delaware

 

6719

 

26-3417798

 

1200 Wilson Drive
West Chester, PA 19380
888-345-5788

 

3


 

Explanatory Note

 

The registrant is filing this registration statement pursuant to Rule 462(b) and General Instruction IV of Form S-3, both as promulgated under the Securities Act of 1933, as amended. This registration statement relates to the public offering of debt securities contemplated by the shelf registration statement on Form S-3 (File No. 333-233799) (the “Prior Registration Statement”) declared effective by the Securities and Exchange Commission on October 3, 2019 and is being filed for the sole purpose of increasing the maximum aggregate offering price of the registrant’s debt securities to be registered by $84,950,000. This amount is equal to 20% of the amount available for issuance under the Prior Registration Statement. The information set forth in the Prior Registration Statement, including the exhibits thereto and each of the documents incorporated therein by reference, is incorporated by reference herein.

 

The required opinions and consents are listed on the exhibit index attached hereto and filed herewith.

 

4


 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits

 

The following documents are filed as exhibits to this Registration Statement:

 

Exhibit No. 

 

Description

5.1

 

Opinion of Baker Botts L.L.P. relating to the validity of the securities being registered.*

5.2

 

Opinion of Womble Bond Dickinson (US) LLP*

23.1

 

Consent of KPMG LLP.*

23.2

 

Consent of Baker Botts L.L.P. (included in their opinion filed as Exhibit 5.1).*

23.3

 

Consent of Womble Bond Dickinson (US) LLP (included in their opinion filed as Exhibit 5.2).*

24.1

 

Power of Attorney (previously filed with the Commission in connection with the Registration Statement on Form S-3 (File No. 333-233799) filed on September 17, 2019.

 


* Filed herewith.

 

II-1


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on August 12, 2020.

 

 

QVC, INC.

 

 

 

 

By:

/s/ MICHAEL A. GEORGE

 

 

Michael A. George

 

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

 

 

 

 

 

/s/ MICHAEL A. GEORGE

 

President and Chief Executive Officer

 

August 12, 2020

Michael A. George

 

 (Principal Executive Officer)

 

 

 

 

 

 

 

*

 

Executive Vice President and Chief Financial Officer

 

August 12, 2020

Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

*

 

Vice President of Qurate Retail Group, Inc., as Stockholder-Director of QVC, Inc.

 

August 12, 2020

Craig Troyer

 

 

 

 

*By:

/s/ MICHAEL A. GEORGE

 

 

 

 

 

Michael A. George, attorney-in fact

 

 

 

 

 

II-2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on August 12, 2020.

 

 

AFFILIATE INVESTMENT, INC.

 

 

 

 

By:

/s/ ROBERT D. SMITH

 

 

Name: Robert D. Smith

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ ROBERT D. SMITH

 

President and Director

Robert D. Smith

 

(Principal Executive Officer)

 

 

 

*

 

Vice President, Treasurer and Director

David Tull

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Charles J. Durante

 

 

 

*By:

/s/ ROBERT D. SMITH

 

 

 

Robert D. Smith, attorney-in fact

 

 

 

II-3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on August 12, 2020.

 

 

AFFILIATE RELATIONS HOLDINGS, INC.

 

 

 

 

By:

/s/ ROBERT D. SMITH

 

 

Name: Robert D. Smith

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ ROBERT D. SMITH

 

President and Director

Robert D. Smith

 

(Principal Executive Officer)

 

 

 

*

 

Vice President, Treasurer and Director

David Tull

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Charles J. Durante

 

 

 

*By:

/s/ ROBERT D. SMITH

 

 

 

Robert D. Smith, attorney-in fact

 

 

 

II-4


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on August 12, 2020.

 

 

AMI 2, INC.

 

 

 

 

By:

/s/ ROBERT D. SMITH

 

 

Name: Robert D. Smith

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ ROBERT D. SMITH

 

President and Director

Robert D. Smith

 

(Principal Executive Officer)

 

 

 

*

 

Vice President, Treasurer and Director

David Tull

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Charles J. Durante

 

 

 

*By:

/s/ ROBERT D. SMITH

 

 

 

Robert D. Smith, attorney-in fact

 

 

 

II-5


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on August 12, 2020.

 

 

ER MARKS, INC.

 

 

 

 

By:

/s/ ROBERT D. SMITH

 

 

Name: Robert D. Smith

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ ROBERT D. SMITH

 

President and Director

Robert D. Smith

 

(Principal Executive Officer)

 

 

 

*

 

Vice President, Treasurer and Director

David Tull

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Charles J. Durante

 

 

 

*By:

/s/ ROBERT D. SMITH

 

 

 

Robert D. Smith, attorney-in fact

 

 

 

II-6


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rocky Mount, State of North Carolina, on August 12, 2020.

 

 

QVC ROCKY MOUNT, INC.

 

 

 

By:

/s/ LESLIE FERRARO

 

 

Name:

Leslie Ferraro

 

 

Title:

Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ LESLIE FERRARO

 

Chief Executive Officer

Leslie Ferraro

 

(Principal Executive Officer)

 

 

 

 

 

 

*

 

Executive Vice President and Treasurer

Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

/s/ MICHAEL A. GEORGE

 

Director

Michael A. George

 

 

 

 

 

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

 

 

 

 

 

 

*By:

/s/ MICHAEL A. GEORGE

 

 

 

Michael A. George, attorney-in fact

 

 

 

II-7


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on August 12, 2020.

 

 

QVC SAN ANTONIO, LLC

 

 

 

By:

/s/ LESLIE FERRARO

 

 

Name:

Leslie Ferraro

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ LESLIE FERRARO

 

Chief Executive Officer

Leslie Ferraro

 

(Principal Executive Officer)

 

 

 

 

 

 

*

 

Executive Vice President and Treasurer

 Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

/s/ MICHAEL A. GEORGE

 

Director

 Michael A. George

 

 

 

 

 

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

 

 

 

 

 

 

*By:

/s/ MICHAEL A. GEORGE

 

 

 

Michael A. George, attorney-in fact

 

 

 

II-8


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on August 12, 2020.

 

 

QVC GLOBAL HOLDINGS I, INC.

 

 

 

By:

/s/ AIDAN O’MEARA

 

 

Name:

Aidan O’Meara

 

 

Title:

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

 /s/ AIDAN O’MEARA

 

President and Director

Aidan O’Meara

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/ JEFFREY A. DAVIS

 

Executive Vice President and Treasurer

 Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

/s/ LAWRENCE R. HAYES

 

Director

Lawrence R. Hayes

 

 

 

II-9


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on August 12, 2020.

 

 

QVC GLOBAL HOLDINGS II, INC.

 

 

 

By:

/s/ AIDAN O’MEARA

 

 

Name:

Aidan O’Meara

 

 

Title:

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

 /s/ AIDAN O’MEARA

 

President and Director

Aidan O’Meara

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/ JEFFREY A. DAVIS

 

Executive Vice President and Treasurer

 Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

/s/ LAWRENCE R. HAYES

 

Director

Lawrence R. Hayes

 

 

 

II-10


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

HSN, INC.

 

 

 

By:

/s/ LESLIE FERRARO

 

 

Name:

Leslie Ferraro

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

 /s/ LESLIE FERRARO

 

Chief Executive Officer

Leslie Ferraro

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/ JEFFREY A. DAVIS

 

Executive Vice President, Finance

 Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

*

 

Director

Michael A. George

 

 

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

*By:

/s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-11


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

HSNi, LLC

 

 

 

By:

/s/ LESLIE FERRARO

 

 

Name:

Leslie Ferraro

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

 /s/ LESLIE FERRARO

 

Chief Executive Officer

Leslie Ferraro

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/ JEFFREY A. DAVIS

 

Executive Vice President, Finance

 Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

/s/ JOHN F. MISKO

 

Manager

John F. Misko

 

 

 

 

 

*

 

Manager

Lawrence R. Hayes

 

 

 

*By:

/s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-12


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

HSN HOLDING, LLC

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

/s/ JOHN F. MISKO

 

Treasurer and Manager

John F. Misko

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Manager

Lawrence R. Hayes

 

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-13


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

AST SUB, INC.

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

*

 

Treasurer and Director

William J. Hunter

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-14


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

HOME SHOPPING NETWORK EN ESPANOL, L.L.C.

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

/s/ JOHN F. MISKO

 

Treasurer and Manager

John F. Misko

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Manager

Lawrence R. Hayes

 

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-15


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

HOME SHOPPING NETWORK EN ESPANOL, L.P.

 

 

 

By: Home Shopping Network En Espanol, L.L.C., its general partner

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President of Home Shopping Network En Espanol, L.L.C. as general partner of Home Shopping Network En Espanol, L.P.

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

/s/ JOHN F. MISKO

 

Treasurer and Manager of Home Shopping Network En Espanol, L.L.C. as general partner of Home Shopping Network En Espanol, L.P.

John F. Misko

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Manager of Home Shopping Network En Espanol, L.L.C. as general partner of Home Shopping Network En Espanol, L.P

Lawrence R. Hayes

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-16


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

H.O.T. NETWORKS HOLDINGS (DELAWARE) LLC

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

*

 

Treasurer and Manager

William J. Hunter

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Manager

Lawrence R. Hayes

 

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-17


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

HSN OF NEVADA LLC

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

*

 

Treasurer and Manager

William J. Hunter

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Manager

Lawrence R. Hayes

 

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-18


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

INGENIOUS DESIGNS LLC

 

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name: Michael Fitzharris

 

 

Title:   President and Manager

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President and Manager

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

/s/ JOHN F. MISKO

 

Treasurer and Manager

John F. Misko

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Manager

Lawrence R. Hayes

 

 

 

*By:

 /s/ MICHAEL FITZHARRIS

 

 

 

Michael Fitzharris, attorney-in fact

 

 

 

II-19


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

NLG MERGER CORP.

 

 

 

By:

/s/ JOHN F. MISKO

 

 

Name:

John F. Misko

 

 

Title:

President and Treasurer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ JOHN F. MISKO

 

President, Treasurer and Director

John F. Misko

 

(Principal Executive, Financial and Accounting Officer)

 

 

 

/s/ LAWRENCE R. HAYES

 

Director

Lawrence R. Hayes

 

 

 

II-20


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

VENTANA TELEVISION, INC.

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name:

Michael Fitzharris

 

 

Title:

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

/s/ JOHN F. MISKO

 

Senior Vice President, Treasurer and Director

John F. Misko

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

*By:

/s/ MICHAEL FITZHARRIS

 

 

Michael Fitzharris, attorney-in fact

 

 

II-21


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of St. Petersburg, State of Florida, on August 12, 2020.

 

 

VENTANA TELEVISION HOLDINGS, INC.

 

 

 

By:

/s/ MICHAEL FITZHARRIS

 

 

Name:

Michael Fitzharris

 

 

Title:

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ MICHAEL FITZHARRIS

 

President

Michael Fitzharris

 

(Principal Executive Officer)

 

 

 

/s/ JOHN F. MISKO

 

Senior Vice President, Treasurer and Director

John F. Misko

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

*By:

/s/ MICHAEL FITZHARRIS

 

 

Michael Fitzharris, attorney-in fact

 

 

II-22


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on August 12, 2020.

 

 

QVC DEUTSCHLAND GP, INC.

 

 

 

By:

/s/ AIDAN O’MEARA

 

 

Name:

Aidan O’Meara

 

 

Title:

President

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on August 12, 2020.

 

Signature

 

Title

 

 

 

/s/ AIDAN O’MEARA

 

President and Director

Aidan O’Meara

 

(Principal Executive Officer)

 

 

 

/s/ JEFFREY A. DAVIS

 

Executive Vice President and Treasurer

Jeffrey A. Davis

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

*

 

Director

Lawrence R. Hayes

 

 

 

*By:

/s/ JEFFREY A. DAVIS

 

 

Jeffrey A. Davis, attorney-in fact

 

 

II-23


Exhibit 5.1

 

30 ROCKEFELLER PLAZA

AUSTIN

LONDON

NEW YORK, NEW YORK

BEIJING

MOSCOW

10112-4498

BRUSSELS

NEW YORK

 

 

DALLAS

PALO ALTO

 

TEL +1 212.408.2500

DUBAI

RIYADH

 

FAX +1 212.408.2501

HONG KONG

SAN FRANCISCO

 

BakerBotts.com

HOUSTON

WASHINGTON

 

August 12, 2020

 

QVC, Inc.
1200 Wilson Drive
West Chester, Pennsylvania 19380

 

Re: Registration Statement for Additional Securities Filed Under Rule 462(b)

 

Ladies and Gentlemen:

 

We have acted as counsel to QVC, Inc., a Delaware corporation (the “Company”), with respect to certain legal matters in connection with the registration statement on Form S-3 filed by the Company pursuant to Rule 462(b) (the “462(b) Registration Statement”) on August 12, 2020, and the additional registrants listed therein (the “Subsidiary Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the registration of an incremental aggregate offering price of up to $84,950,000 of (a) senior debt securities of the Company (“Senior Debt Securities”) and subordinated debt securities of the Company (“Subordinated Debt Securities” and, together with the Senior Debt Securities, “Debt Securities”), which may be issued in one or more series, consisting of notes, debentures or other evidences of indebtedness and (b) full and unconditional guarantees of one or more series of the Debt Securities (the “Guarantees” and together with the Debt Securities, the “Securities”) in addition to the $1,500,000,000 aggregate offering price of Securities previously registered by the Company under the Registration Statement on Form S-3 (File No. 333-233799), declared effective by the Commission on October 3, 2019 (the “Prior Registration Statement”).

 

The Securities may be issued and sold or delivered as set forth in the 462(b) Registration Statement, the Prior Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”), prospectuses supplementing the Prospectus or prospectuses which provide information supplementing the Prospectus (the “Prospectus Supplements”).

 

Each series of Debt Securities will be issued (a) in the case of the Senior Debt Securities, pursuant to an indenture to be entered into between the Company, as issuer, any Subsidiary Guarantors party thereto, as guarantors, and the trustee (the “Senior Indenture”) and (b) in the case of the Subordinated Debt Securities, pursuant to an indenture to be entered into between the Company, as issuer, any Subsidiary Guarantors party thereto, and the trustee (the “Subordinated Indenture,” and together with the  Senior Indenture, the “Indentures”).

 

At your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the 462(b) Registration Statement.

 

In our capacity as your counsel and as a basis for the opinions hereinafter expressed, we have examined (a) the Restated Certificate of Incorporation of the Company, as amended to date (the “Certificate of Incorporation”), (b) the Amended and Restated By-Laws of the Company, as

 


 

amended to date (the “By-Laws” and together with the Certificate of Incorporation, the “Charter Documents”), (c) the organizational documents of each of the Subsidiary Guarantors, (d) the forms of Indentures filed as exhibits to the Prior Registration Statement, (e) originals, or copies certified or otherwise identified, of the corporate and limited liability company records of the Company and the Subsidiary Guarantors, including minute books of the Company and the Subsidiary Guarantors as furnished to us by the Company and the Subsidiary Guarantors, (f) originals, or copies certified or otherwise identified, of certificates of public officials and of representatives of the Company and the Subsidiary Guarantors and (g) the 462(b) Registration Statement, the Prior Registration Statement and the Prospectus.

 

In giving the opinions below, we have assumed, without independent investigation, that each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original and all signatures on each such document are genuine.

 

In connection with this opinion, we have also assumed that:

 

(a)           the Prior Registration Statement and the 462(b) Registration Statement and any amendments thereto (including post-effective amendments) are effective under the Securities Act;

 

(b)           in connection with any offering of Securities, a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby;

 

(c)           all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Prior Registration Statement and the 462(b) Registration Statement (including post-effective amendments) and the appropriate Prospectus Supplement;

 

(d)           the Shareholder Director of the Company and, if applicable, the board of directors of each Subsidiary Guarantor (or the member, managers or general partner of a Subsidiary Guarantor, as the case may be) or, to the extent permitted by the Charter Documents, the organizational documents of the applicable Subsidiary Guarantor and the corporation or limited liability company laws of the jurisdiction of incorporation or organization of the Company and, if applicable, each Subsidiary Guarantor, a duly constituted and acting committee thereof (such Shareholder Director, board of directors, member, managers, general partner or committee being hereinafter referred to as the “Member”) will have taken all necessary corporate or limited liability company action to authorize the issuance of the Securities and any other Securities issuable on the conversion, exchange, redemption or exercise thereof, and to authorize the terms of the offering and sale of such Securities and related matters;

 

(e)           a definitive purchase, underwriting or similar agreement (“Purchase Agreement”) with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the Subsidiary Guarantors, if applicable, and the other parties thereto;

 

2


 

(f)            any securities issuable upon conversion, redemption, exchange or exercise of any Securities being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, redemption, exchange or exercise;

 

(g)           all Securities, and any certificates in respect thereof, will be delivered in accordance with either (i) the provisions of the applicable Purchase Agreement approved by the applicable Member upon payment of the consideration therefor provided for therein or (ii) upon conversion, exchange, redemption or exercise of any other Security, in accordance with the terms of such Security or the instrument governing such Security providing for such conversion, exchange, redemption or exercise as approved by the Member; and

 

(h)           in the case of Debt Securities of any series issuable under any Indenture, (i) if such Debt Securities are Senior Debt Securities, an indenture substantially in the form of the Senior Indenture will have been duly executed and delivered by the Company, any Subsidiary Guarantors, as applicable, and the trustee thereunder, (ii) if such Debt Securities are Subordinated Debt Securities, an indenture substantially in the form of the Subordinated Indenture will have been duly executed and delivered by the Company, any Subsidiary Guarantors, as applicable, and the trustee thereunder, (iii) the Company’s Member will have taken all necessary corporate action to designate and establish the terms of such series of Debt Securities, in accordance with the terms of the Indenture under which such Debt Securities will be issued, and such Debt Securities will not include any provision that is unenforceable, (iv) the Indenture under which such Debt Securities will be issued will have become qualified under the Trust Indenture Act of 1939, as amended and (v) forms of Debt Securities complying with the terms of the Indenture under which such Debt Securities will be issued and evidencing such Debt Securities will have been duly executed, authenticated, issued and delivered in accordance with the provisions of such Indenture. Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

 

1.             The Debt Securities, when issued, will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or  (iii) any implied covenants of good faith and fair dealing.

 

2.             Each Guarantee issued by a Subsidiary Guarantor, when issued, will constitute a valid and legally binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, except as the enforceability thereof is subject to the effect of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other similar laws relating to or affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) or (iii) any implied covenants of good faith and fair dealing.

 

3


 

The opinions set forth above are limited in all respects to matters of the laws of the States of New York, Texas and North Carolina, the General Corporation Law of the State of Delaware and applicable federal law of the United States of America, in each case, as in effect on the date hereof. With respect to all matters of North Carolina law, we have, with your approval, relied upon the opinion, dated as of the date hereof, of Womble Bond Dickenson (US) LLP, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Womble Bond Dickenson (US) LLP.

 

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the 462(b) Registration Statement. We also consent to the reference to our Firm under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

 

 

/s/ Baker Botts L.L.P.

 

4


 

Exhibit 5.2

 

August 12, 2020

 

QVC Rocky Mount, Inc.

100 QVC Boulevard

Rocky Mount, North Carolina 27801

 

Re:          Form S-3 Registration Statement filed by QVC, Inc., a Delaware corporation (the “Parent Company”), on August 12, 2020 with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “462(b) Registration Statement”)

 

Ladies and Gentlemen:

 

We have acted as special North Carolina counsel to QVC Rocky Mount, Inc., a North Carolina corporation (the “Guarantor”), with respect to certain legal matters in connection with the above-referenced 462(b) Registration Statement, pursuant to which the Parent Company is effecting the registration of an incremental aggregate offering price of up to $84,950,000 of (a) senior debt securities of the Parent Company (the “Senior Debt Securities”) and subordinated debt securities of the Parent Company (the “Subordinated Debt Securities” and, together with the Senior Debt Securities, the “Debt Securities”), which may be issued in one or more series, consisting of notes, debentures or other evidences of indebtedness and (b) full and unconditional guarantees of one or more series of the Debt Securities (the “Guarantees”) in addition to the $1,500,000,000 aggregate offering price of the Debt Securities and Guarantees previously registered by the Parent Company under the Registration Statement on Form S-3 (File No. 333-233799), declared effective by the Commission on October 3, 2019 (the “Prior Registration Statement”). Each series of Debt Securities and each Guarantee of the Guarantor will be issued (i) in the case of the Senior Debt Securities, pursuant to an indenture to be entered into between the Parent Company, as issuer, the Guarantor and certain other subsidiary guarantors of the Parent Company party thereto, as guarantors, and the trustee, and (ii) in the case of the Subordinated Debt Securities, pursuant to an indenture to be entered into between the Parent Company, as issuer, the Guarantor and certain other subsidiary guarantors of the Parent Company party thereto, as guarantors, and the trustee.

 

A.            DOCUMENTS REVIEWED.  For purposes of rendering this opinion we have examined and relied upon the following documents: (i) the 462(b) Registration Statement; and (ii) the Prior Registration Statement. We have also reviewed and relied upon the following documents: (x) Articles of Incorporation of the Guarantor dated July 20, 1999 and filed with the North


 

Carolina Secretary of State on July 20, 1999; (y) undated Bylaws of the Guarantor; and (z) a Certificate of Existence of the Guarantor issued by the North Carolina Secretary of State dated August 11, 2020. The organizational documents described in items (x) and (y) above are collectively referred to herein as the “Guarantor Organizational Documents.”

 

We have also reviewed and relied upon such certificates of representatives of the Guarantor as to factual matters, certificates of public officials and other instruments, documents and agreements as a basis for the opinions set forth below. Notwithstanding the foregoing, for purposes of this opinion we have not made an independent review of any agreements, instruments, writs, orders, judgments, rules or regulations which may have been executed by or which may now be binding upon the Guarantor or which may affect the assets or business of the Guarantor, as applicable, nor have we undertaken to review our internal files or the files of the Guarantor relating to other transactions to which the Guarantor may be a party or to discuss such transactions or the business of the Guarantor generally with any other lawyers in our firm or representatives of the Guarantor. We have relied as to factual matters upon the representations, warranties, certifications and statements contained in the transaction documents described herein.

 

B.            ASSUMPTIONS. In rendering this opinion, we have assumed the following with your express permission and without independent verification or investigation: (i) that all natural persons executing the transaction documents described herein have the legal capacity to do so; (ii) that all signatures on all documents submitted to us are genuine; (iii) that all documents submitted to us as originals are authentic; (iv) that all certificates of public officials and representatives of the Guarantor have been properly issued and are accurate; (v) that all documents submitted to us as copies conform to the original documents, which themselves are authentic; and (vi) that the Guarantor shall have taken all necessary corporate action to authorize the issuance of the Guarantees.

 

C.            OPINIONS. Based on and subject to the foregoing and the qualifications and limitations set forth herein, it is our opinion that:

 

1.             The Guarantor is a corporation in valid existence under the laws of the State of North Carolina.

 

2.             Each Guarantee issued by the Guarantor, when issued, (a) will not violate the Guarantor Organizational Documents, (b) will have been authorized by all necessary corporate action of the Guarantor, and (c) will be within the corporate powers of the Guarantor.

 

Nothing contained in this opinion letter shall be construed as an opinion as to the enforceability of any of the documents referenced herein.

 

This opinion is limited to the laws of the State of North Carolina, and to the laws of the United States of America that are applicable to transactions similar to those contemplated by the transaction documents described herein, excluding the following legal issues or the application of any such laws or regulations to the matters on which our opinions are referenced: (i) federal and state securities laws; (ii) the local laws of the State of North Carolina (i.e., the statutes, ordinances, the administrative decisions and the rules and regulations of counties and municipalities of the State of North Carolina); (iii) federal and state antitrust and unfair competition laws and regulations; (iv) federal and state tax laws and regulations; (v) federal and state regulatory laws and regulations applicable to any entity because of the business in which it is engaged; (vi) federal and state environmental laws and regulations; and (vii) laws,

2


 

rules and regulations relating to money laundering and terrorist groups (including any requirements imposed under the USA Patriot Act of 2001, as amended).  We render no opinion as to any documents not specifically opined to herein, including documents referenced in transaction documents described herein.

 

This opinion may be relied upon by Baker Botts L.L.P. in connection with the opinion it is delivering to the Parent Company, a copy of which is filed as an exhibit to the 462(b) Registration Statement.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the 462(b) Registration Statement. We also consent to the reference to our firm under the caption, “Legal Matters,” in the Prior Registration Statement.  In giving this consent, we do not admit that we are experts within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.

 

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof.

 

 

Very truly yours,

 

 

 

/s/ WOMBLE BOND DICKINSON (US) LLP

 

A Limited Liability Partnership

 

3


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

 

The Stockholder-Director of

QVC, Inc.:

 

We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

 

Our report refers to changes in accounting principle from the adoption of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers, and FASB ASC Topic 842, Leases.

 

 

/s/KPMG LLP

 

 

Philadelphia, Pennsylvania

 

August 12, 2020