Today QVC issued a " RESTATED CERTIFICATE OF INCORPORATION".
Per the restated incorporation, they now have added Jill Frizzley to the board. Some snips from Jill's LinkedIn:
- - Advise boards of directors and executives on fiduciary duties, corporate and board governance, restructuring, and turnaround management planning to minimize risk and optimize outcomes.
- Appointed regularly as board or special board member, committee member, committee chairperson, as well as advisor to boards, secured and unsecured lenders, and executive management.
- Provide governance and fiduciary representation for pre- and post-restructuring boards or as a trustee for companies engaged in out-of-court negotiations, Chapter 11 proceedings, emerging from Chapter 11, in liquidation processes, or to implement related party or other transformational transactions.
- Engage across the corporate lifecycle, from early-stage growth to mature companies pursuing acquisitions and divestitures, capital raising transactions, and financial and operational restructurings.
- Serve on and chair corporate committees, including audit, compensation, compliance, investigation, restructuring, transaction, special, and finance.
- Direct plan administration, litigation trust, or function in fiduciary roles on behalf of investors, creditors’ committees, or other constituents.
Selected Board Roles:
DEL MONTE FOODS CORPORATION (consumer products): appointed prior to Chapter 11 filing to conduct extensive investigation.
AKOUSTIS TECHNOLOGIES (NASDAQ: AKTS) (telecommunication equipment): appointed following judgment in lawsuit for trade secrete misappropriation to consider strategic alternatives.
INVITAE CORPORATION (NSYE: NVTA) (life sciences/biotech): board advisor then appointed to special committee to negotiate and execute restructuring pursuant to Chapter 11 and conducted investigation; testified in court.
LANZATECH GLOBAL, INC. (NASDAQ: LNZA) (technology/clean energy): appointed to strategic committee to explore strategic alternatives.
PROTERRA (NYSE: PTRA) (renewable energy and automotive): appointed during Chapter 11 restructuring cases and conducted investigation.
They have also added Paul Keglevic to the board too. Paul has been part of filings for Rite Aid and Envision.
Amend and restatement of by-laws.
In isolation the amend and restatement is nothing, but when you compile with the current history this year.....
- March 7th, 2025: Fitch downgrades QVC to B- from B
- May 23rd, 2025: QVC Group suspended paying QVCGP dividend.
- May 27th, 2025: Greg Maffei chairman agreement extended. The Employment Agreement provides for an initial term expiring December 31, 2025, which will be automatically extended through December 31, 2026 unless a notice of nonrenewal is provided by either party at least 30 days prior to December 31, 2025, or Mr. Maffei’s employment with the Company ends before such date (such period of employment, the “Term”).
- May 28th, 2025: QVC hired Evercore, Inc and Kirkland & Ellis and senior holders hired PJT Partners and David Polk & Wardell
- LITNA holders hired Centerview and Akin Gump Strauss Hauer & Feld
- May 30th, 2025: Fitch downgraded QVC again going from B- to CCC+.
- June 20th, 2025: QVC hired Roger Meltzer of DLA Piper and Carol Flaton to the board paying each $50K a month.
- August 7th, 2025: Earnings released and revenue further dissapointed. Revolver had $75M drawn in addition. It was also reported after earnings period company borrowed another $975M on the revolver bringing total borrowings to $2,900M.
- August 13th, 2025: QVC credit syndicate got 75% together and hired Simpson Thacher & Bartlett.
- August 15th, 2025: Company adjusted executive compensation which mirrors a KERP/KEIP plan.
- August 26th, 2025: S&P downgraded QVC from CCC+ to CCC.
- September 26th, 2025: QVC amended and restated certificate of incorporation for QVC, Inc and amended and restated By-Laws of QVC, Inc. Paul Keglevic (part of Rite Aid and Envision bankruptcy) and Jill Frizzley (president of Wildrose Partners and oversaw governance prior to bankruptcy filings).
The stock price lately is a death rattle coming in the agonal period. We will see now if I am right, but this looks to be the final pieces before chapter 11....not an LME.
-Sean |
