American court hearing recordings and interviews - QVC Group - Listen to the bankruptcy hearing held June 8, 2026 starting 2:41 pm

Episode Date: June 10, 2026

continuing questioning of Mr Meltzer

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plan at Autodesk.com. All right, Mr. Glenn. We're back on the record in case number 26-90447. You may proceed, Mr. Glenn. Thank you, Your Honor. Andrew Glenn, Glenn, Eger, Bergman, and Puentes for the preferred shareholders. Mr. Meltzer, are you ready to begin? Yes, sir.

Do you understand that it's your job as a director of the QVC group to maximize value as much as you can for that company? Yes, I do. And do you understand in performing your job, it's important for you to use all of the tools at your disposal to maximize value, correct? All of our tools within reason, yes, sir. Okay? And it's your job in a negotiation like the one you've been testifying about today to do everything at your disposal to get the best possible deal for QVC group, correct? Again, within the context of what a negotiation is.

looks like. Because in this case, sir, by your own testimony, you were faced with claims that could wipe out QVC group in your own words, correct? Correct. Okay, we're going to get back to that, but I'd like to start with this. Isn't it the case that since you've started becoming an independent director for these restructuring transactions, a majority of those mandates have been referred to you by the Kirkland and Ellis firm? The significant amount of them, yes, sir. Okay. And, and And can you identify the public situations that you've been involved with where Kirkland and Ellis has brought you in? They have brought me in, obviously, in this one. They brought me in in multicol.

They brought me in in charismatic brands, and I'm also a independent director in Morelli. Okay. So I asked you in your deposition about all these situations, but you didn't tell me that you had served as a director of multicolored, did you? I didn't. I think my answer was there were many. There was a percentage to the extent that I missed one. Okay? I missed one.

I mean, it wasn't because of inadvertence or it was only because of inadvertence. It wasn't intentional. Okay. So let's talk about multicolor. In multicolor, did you not vote in that case for release for the equity sponsor to get the plan confirmed? I did. Okay? And isn't it the case that the Pacholsky firm, who is the UCC counsel here, was also the UCC counsel in that case?

I don't recall, but I'll believe that you said that. It isn't it the case that every creditor group outside of the RSA objected to that transaction? It was an extremely contested case, yes, sir. And that's settled after those objections, right? It settled after a long and struggling. Okay, but you didn't mention that one to me at your deposition, did you? I didn't. Okay, now let's talk about your appointment in this case.

You were appointed because Joshua Sussberg called you and asked you to serve on this board, the QDCG board, correct? Honestly, I think that's a misstatement. I was informed by Mr. Susberg that he was throwing my hat into the ring for a potentially large public company restructuring. Okay, but he was the first one that called you, right? Honestly, I cannot remember whether it was a Parna or it was Josh. Fair enough. So when you were appointed, you didn't ask any questions about why QVCG actually needed an independent director, correct? They didn't disclose to me who the potential party was.

And my position generally has been when I get called for these things, that I don't want to know who the potential party is until there is a reasonable likelihood that I may be considered. Okay. And when you became an independent director, you understood that there was a potential restructuring transaction somehow in the offing, correct? I understood, yes, that there was a restructuring transaction being considered.

Okay, and you were, in fact, interviewed, correct? I was. And you were obviously here, so you were hired, right? I was. And your compensation for this matter is $50,000 a month. Correct. And you've been doing this for roughly a year, so your compensation in total is going to approach something like $600,000, right?

Correct. Okay. Now, when you were first hired, you understood that you were to represent QVC group in what's called conflict matters, correct? Correct. Conflict matters are those where your company is adverse to some kind of related company or an insider, right? Correct. Okay. And the principal conflict involved the flows of funds that I think you testified on in your direct between QVC Group.

and QVC and that was the focus of the conflicts that were identified right? Principally yes and those were the claims that you actually had investigated through the Kobe and Kim firm right? Correct and the those intercompany claims were first identified to you by the Kirkland firm and Alex partners correct in it in advance when we were first appointed to the board in June of 25 there were broad decks that were provided to the board as a whole that indicated what the potential issues were vis-a-vis a restructuring, yes. Okay, and so you were hired in June, and then you hired the COBRA firm in or around the October 2025 timeframe, correct? Correct.

Okay? And at that time, when you first joined the board, Alex was already serving as the financial advisor, correct? Correct. And Evercore was already serving as the company's investment banker, right? Correct. And I think as you testified in your direct, you never hired an independent financial advisor? I assume that's a question, yes. And you never hired any investment banker, right? Correct.

Now, isn't it the case, though, when you first hired Cobre that no one imposed any budgetary constraints on the professionals that you could hire, right? Not to my knowledge. Right. So you could have hired an independent financial advisor, but you chose not to, correct? Correct. You could have hired an independent investment banker, but you chose not to, correct? Correct.

And you could have hired an independent solvency expert, but you chose not to do that, right? Correct. But you did choose to hire the tax. experts that you testified on direct, I believe that was Mr. Warner's firm, right? Correct. And Mr. Warner in his firm met with the special committee fewer than five times during its engagement, right?

I don't know the exact number of times, but a number of times, and there were a number of conversations with the Warner firm, for lack of a better way of describing it as to various analyses that needed to be done whether or not they were at special committee meetings. Okay, but you would agree with me. You met with them in person or over Zoom five times or less, right? Five times is a good number. Okay.

And they have never provided you with any written work product on tax liabilities, correct? Most of their, most, I'm saying this because I don't recall. Completely. Most of their advice was presented orally. Okay, but you can't identify any specific time that they provided you with written tax advice, right? No. Okay. Now, I think you testified about this on direct. You chose not to hire these independent experts to maximize value for QVC group because none of the other disinterested director special committees hired their own, right?

Everybody had the same information provided by Kirkland and Alex and Evercourt, correct? I'll just object just to the statement of the testimony is not accurate. Do you want to ask me if you could ask something more compound, I mean, more narrow just as to say it, not cited in testimony. Okay, I'll break it down. That's fine. Okay. So you testified on your drug, putting aside who the advice came from. But when you had these meetings with the other independent directors, everybody was working with the same body of information.

Do you recall testimony on direct to that effect? I'm not fencing with you, Mr. Glenn, but you've got to give me sort of a time frame as to what you were talking about because, the only thing I'll add to that is because as a board member of Topco at regularly scheduled board meetings, there were additional presentations that were made by would you characterize as the company advisors. Okay, what I'm talking about are the intercompany claims analyses. Everybody had the same or similar claims analyses that was provided by Kirkland, Evercore, and Alex. Correct. Correct.

Okay. And so Evercore in full board meetings was providing a advice to the full board of directors of QVC group, correct? Correct. And it was providing that advice as well to the independent committees at the same time, right? Well, the only reason I'm hesitating to say yes or no is because I don't know what Evercore was providing to the other boxes. Fair enough.

Let's move on. So Evercore never performed a solvency analysis on behalf. of the Special Committee of QBC Group for QVC, correct? Correct. Correct. And Evercore never performed any valuation analysis of any of QVC G's assets, including the Cornerstone equity, correct? Well, I'm currently under – I currently know that Evercore has since provided a valuation of

of cornerstone. That's a fair clarification. So as of the time you entered into the intercompany settlement, Evercore had not provided any valuation of Cornerstone for you, correct? To my knowledge. And Evercore never made any presentation specifically to the Special Committee of Cubancy Group, correct? Correct.

And you never asked Evercore any questions about the work they had performed in connection with the inter-company claims analysis, correct? Correct. Now, you did rely on the information that Evercourt provided with respect to the trading prices of various QVC debt securities, correct? Again, I'm not fencing with you. We, reliance is a, I think, a strong word. Consider.

How about considering? We considered and it was a data point as I've described before. So at the time you entered into the intercompany settlement, had you reviewed the Evercore engagement letter? We had seen the Evercore engagement letter. Okay. And do you know how Evercore was supposed to be compensated? I mean, we reviewed it at a very high level.

It had been reviewed. They had entered into that engagement letter way before we were on the board. was an existing contractual arrangement. Did I separately review it at the time we came on the board? No. Well, were you generally aware of Evercore's compensation arrangements? Not specifically, no. OK, so let's turn to docket 261.

Can we pass up the line? I'm sorry. We can do this. May approach your honor? Yes. Thank you. Start with what's been put on the docket as the Evercore engagement letter at docket number 261-1.

And that should be the first item in your binder. If you turn to page 12, please, of that engagement letter? Yes, sir. All right. So at the bottom, there's a chart showing entity and dollar fees under subsection C, what's denominated as a restructuring fee. Hang on for a second. Mr. Glenn, I'm not seeing what you are seeing.

I'm sorry, it's page 12 in my outline, not that. That's my fault. Okay, it's page five. Pardon me. Okay, sorry about that. So it's blown up on the screen. Yep. It says here that Evercore is to be paid a restructuring fee, and then it shows QVC Inc.

Can you read the dollar figure for the fee there? $17 million. And then it says Liberty Interactive LLC. Can you read the fee there? 12 million dollars. And it says for QVC. QVC group, what is the fee there? $5 million.

But at the bottom, it says notwithstanding the foregoing, in the event of a restructuring of QVC, QL-I-L-C, and Q-G-I, the restructuring fee shall be equal to $30 million. Do you see that? I do. Okay. And so did you understand that EverCore's fees, Evercore was going to be paid more, for restructuring of QVC Inc than it would be for QVC group. Yes.

Okay. Now, going into QVC assets, I believe you testified about this undirect, but QVC has had cash on its balance sheet and again, this cornerstone equity position, right? Correct. Okay. And since the 2025 timeframe, QVCG has had around $200 million of cash on the balance sheet, cheat, give or take, correct? At most, yes.

Okay. And then it also has this cornerstone equity. I asked you whether EverCorp had ever performed a valuation of the Cornerstone equity, and you answered no, correct? Correct. Okay. And you don't have, you never had before you entered into this intercompany settlement any valuation of Cornerstone, did you?

We did not. And you never requested a. evaluation of Cornerstone, did you? We did not. And the only valuation you've seen throughout this whole process of one of the principal assets of QVC group is a liquidation analysis of QVC group, correct? Well, that is partially correct. I have now seen an Evercore analysis of Cornerstone.

But that was after you cut the deal on the intercompany settlement, correct? Yes, you were just asking me today. Fair enough. Fair enough, thank you. Okay, so what was the liquidation analysis? What did that show about the value of Cornerstone? Well, at bottom, it showed that the equity would be worth zero. Okay, so the liquidation analysis showed that there was no value in Cornerstone in a liquidation context, correct?

Correct. And you otherwise had no idea what the value of Cornerstone was when you entered into this intercompany settlement involving one of the major assets of QVC growth, correct? Objection. the form of the question, basically to the form of the question, it's compounding and it would shorten the questions. Sure. I'll ask it again. You never had any valuation showing any numerical valuation of cornerstone when you entered into and finalized this deal on this intercompany settlement, correct? I would answer it a little bit differently if you wouldn't mind? Yes or no? We did not.

We did not. Thank you. Now, you understood since the third quarter of 2025 that QVCG's cash has primarily been used to pay professional fees in conjunction with this restructuring process, correct? Yes. Okay. And you never specifically authorized the use of QVCG's cash to pay those professional fees. I was never asked and I never approved it.

Okay. professional fees, just to be clear, are of not only QVCG, but its related entities, including QVC Inc., correct? Correct. Correct. And no one ever asked you to authorize that. Correct. Now, do you have any understanding of what the arrangements are for the extension of that

cash and any terms of repayment of that cash? Well, I have a general understanding that in connection with the cash. with the settlement, there would be a reallocation of those fees, and there would be, for lack of a better word in parlance, of some kind of true-up. But if this settlement does not go through, there were no contractual or written arrangements for the reimbursement of the fees, the QVC Group, has extended and paid to QVC, Inc. It can't answer that as a yes. I mean. It can't answer that as a yes or no answer because I believe that consistent with what I've said before, the senior management of QBC group and their related positions have done, have paid professionals

as they saw responsible during the course of the, during the course of the case, there is I believe in their minds without crawling into their heads, a true-up that's going to need to be done between the various entities. But as to your question, no. And so you don't know the terms of any true-up or any right of reimbursement that QVC group has for providing payment of professional fees to QVC, as you sit here today, correct? I know that there have been, there has been a reimbursement, but as to your question, as to your I don't know the extent of an aggregate or more comprehensive

reallocation. And so just so I'm clear as to context, you entered ultimately into a settlement negotiation with QVC Inc. correct? Yes. Okay. On behalf of QVC Group. Yes. And during this negotiation, your company,

our debtor, is paying the legal fees of the adversaries that it's negotiating with. Is that the fact? We were paying the aggregate fees of the professionals that were pursuing the overall restructuring. Including the professionals that you were negotiating with representing QVC Inc. Well, I believe that the, at least with respect to counsel at the various boxes, they were being paid by the various boxes. but the answer to your question is that as far as I was aware there was going to be a global settlement of the allocation of professional fees.

So let's talk about the general unsecured creditors of QVC group. So as you understand that during the negotiations, you understood that there was around $10 or $11 million of, unsecured creditors of QVC Group, correct? Roughly in that neighborhood, yes, sir. And you only knew when you entered into that negotiation the quantum of those claims, not the identity of the people who held those claims, right? Correct.

Okay. And you don't know, as you sit here today, whether some of those claims, strike that. When you entered into negotiation, you didn't know whether some of those claims enjoyed priority over other general unsecured claims, correct? Correct. Okay, and that would include the intercompany claim that you settled.

You don't know what claims existed at QVC group that might have had priority over this intercompany claim, correct? Well, again, I think you have to unpack, if you wouldn't mind, unpack that question a little bit. Sure, you know what? Let's pull up DX-439. It's like the third tab now, I believe. I can see it on my screen, but...

439. Okay, so we put on the screen DX-439. This is a spreadsheet that was provided to us showing the unsecured claims of QVC Group. I take it you've never seen this document. I believe I showed you this document at your deposition and you had never seen it before, correct? Correct. Okay.

Do you know what a priority unsecured claim is, sir? I do. What is it? generally relates to taxes. Okay. And what does it mean in the context of a bankruptcy for a general unsecured claim to have priority? They get paid first. Okay. So looking at this chart, this shows tax claims and amounts out standing as of 415, 2026. Do you see that?

They do. Okay. And there are numbers beneath that. First of all, the company filed Chapter 11 on 416, correct? Correct? Okay. So looking at the claims of QVC Group, the general unsecured claims, if you look at the bottom, you will see Delaware franchise tax, Ohio gross receipts tax, Arizona and CA, and state income tax. And then over to the right, we see around $9.5 or $10 million of claims in that category.

correct? Yes, sir. Okay. And it says on the right-hand column, according to the debtors, that these are likely priority or administrative. Do you see that? I do. Okay.

So would you agree with me that the overwhelming majority of the unsecured claims existing during the time you had these negotiations enjoyed priority over the intercompany claim that you were in negotiating? Again, I'm not a restructuring lawyer. So if you, I'm prepared to accept the fact that your assertion that they would have priority over general unsecured creditors. Okay. And then the ones on top of that bear the notation, general unsecured claim on the right-hand column, and none of them have the words priority. Did I read that correctly? Yes, sir.

Okay. By our calculation, there's around two. $222,000 of vendor payable claims in the first bucket. Do you see that? I'm not doing the math, but I'll take it. It looks about right. I'll take your word for it. Okay. And then for compensation, it has 40,000 and 830,8,000 for compensation claims for directors. Do you see that? 838,000. Thank you. Okay. And so The non-insider, non-priority claims that existed during the time that you were negotiating this intercompany settlement were only $22,000, correct? Yes, you know the question is based on the document itself or based on this knowledge?

Did you know when you negotiated the settlement that there were only $22,000 of outside vendor claims that did not have priority? When we negotiated the settlement, we believed that there were approximately $10-ish million of general unsecured claims. Correct. And you could have just paid these claims in cash before the bankruptcy. The company had $200 million, right? Correct. Okay. But you didn't do that, did you?

Well, again, my... general view of these kinds of things as a director of a company is that these fall within the purview of executive function and as I think I've testified before the executives reached the conclusion of what to pay when that very rarely except if the magnitude of the amount is extraordinary comes to the level of the directors. When you negotiated the intercompany settlement, you understood that the company had, QVC Group had no funded in debt, no funded debt.

Correct. Okay? And you also understood that QVC Group was not under any financial distress at all, was it? It was under no financial distress because it had no operations. Okay. And it had no urgency, no urgent need to file a chapter. 11 case throughout the time you were negotiating this intercompany settlement, correct?

They were not suffering from any liquidity shortfall, and they were not up against any maturity wall. And the only reason QVC group, in fact, has filed Chapter 11, is to facilitate the intercompany settlement that we're here for today, correct? Well, honestly, I would beg to differ a little bit on that. So the answer is no. No. Yes or no?

I think the answer, I need to push back just a little bit about it. Let's start with the answer. Is the answer yes or no, sir? No. Okay. So what are the reasons other than facilitating this intercompany settlement provoked QVC group to file chapter 11? It was made clear to us in the context of the claims that were potentially being brought by QVC Inc. Inc.

That that would create a scenario where QVC, Popco, would have no choice but to file bankruptcy. Why is that? Because the level of the, for a number of reasons. One is it would continue to have very significant tax liabilities. It would have very significant tax indemnity obligations. It would have a very clear position taken by Inc. That they were going to pursue these claims supported by its lenders. And the overall consideration was that the best approach in order to contain those

or stop them for the moment would be to file for bankruptcy. And that's what the QVC Inc. stakeholders told you. That's what you're saying, right? That's what QVC... I'm saying that they not only told us that, they put it in writing, and they communicated it to us often. Okay.

So you first became aware of this threat from QVC, Inc. Sometime after calendar year, 2026 began, correct? Correct? Early in 26. And around the January 2026 timeframe, you first became aware of the possibility of an intercompany settlement, correct? Hang on one second. Let me give my mic back, Mr. Clinton.

Would you mind repeating that, please? Yes. You first became aware of the possibility of an intercompany settlement in the January 2026 timeframe, correct? Early in 26, yes. Yes. And the idea for settlement discussions for this intercompany claim came from the company's legal and financial advisors, right? The company meaning the debtors?

Yes. Yes. Okay. And that principally was Kirkland and Ellis, right? With support from Avercore, yes. And going into those discussions, you understood that the resolution of the intercompany claims was necessary for the broader QVC group to effectuate a restructuring, right? Correct.

All right. Now, let's talk about your investigation. Let's pull up PX-148, please. It should be the next one in your binder. So we pulled up PX-148. Am I correct? These are the meeting minutes for a special committee of the QVCG board of December 11th of 2025, right? Yes, sir.

And I'd like to turn your attention to the bottom paragraph. It says at the bottom there, Ms. Zhu then outlined other contemplated lines of inquiry for the special committee's investigation of potential claims belonging to Topco or that could be asserted against Topco, including claims that could be proposed to be released under a Chapter 11 plan. Do you see that? I do. Okay, and the Miju here is Miju Donizu, I believe her name is, of the Kobray and Kim firm, your counsel in this case. Correct. Okay, so the first thing you heard in December of 2025 is that there was a contemplation, at least a possibility, of Chapter 11 plan releases even before your investigation began. Objection of the first thing you heard from counsel?

Let me answer it this way. Whether it was the first time that it was put into a meeting minutes or whether it was the first time in which the subject matter was discussed is unclear to me. I mean, do I think it was all and around this time? Because remember, we're talking about holiday periods and so on and so forth. So I can't really be pinned down as to the exact time, but it was, I'm not fencing with you again. It's in and around that time. Fair enough. That's fine.

But there was no Chapter 11 plan that had been proposed at this time, was there? In December of 2025, there was no Chapter 11 plan of reorganization that you would ever seen at that time, right? Well, someone needs to remind me, but I'm. I believe that in October, there were not necessarily a Chapter 11 plan, but beginning of an outreach to lenders. Okay. So there's an outreach to lenders, and there's a meeting in December of 2025. But there's not some written, negotiated Chapter 11 plan of reorganization that you had seen by the time of this meeting in December. 11th to 2025. That's correct. And your counsel is talking to you in this context about plan

releases, right? Correct. And then they embarked upon an investigation of claims on behalf of the special committee of QVC group. That is they as being Cobre and Kim, right? They had embarked on an investigation of claims as they might ultimately result in releases. almost from the time they were engaged. I think that's correct. Let's go to PX-146. P.S.1. Oops, am I going backwards now?

No, next one. Okay, second. We were just at... Going backwards, too. It's going backwards, too, right? Yep. Mm-hmm. Mm-hmm.

Mm-hmm. So while you're looking for that, I'll read into the record, PX-146, is the statement of the statement of the special committee of QVC Group in support of the intercompany settlement filed with this court at docket number 149. Do you recognize this document, sir? Hang on, Mr. Lund. I'm still trying to find one for six. Do you need help? I think you're going too far back, sir, in the, in the binary. After the big one. After I have 148. Oh, there it is. I'm sorry. I apologize.

If you can turn, well, first of all, make sure you recognize the document, sir. I do. And confirm that you've seen it before today. I have. And confirm that you authorized it to be filed with the court. We did. All right. Turn to paragraph 8, please.

Now, this indicates what this paragraph indicates generally what you did in what the special committee did in the course of the claims investigation, correct? Let me read it again if you wouldn't. mine yes generally okay and this paragraph indicates that what Cobre did was they reviewed information that the debtors professionals provided to them correct yes they didn't review any documents or information other than what the debtors and their professionals provided to Cobre right I can't answer that as a yes or no matter because they at this point at this time whenever the data this is the data this is they were already deeply engaged in I don't know 60, 70,000 document

reviews so yes you could say that those came from the debtors or they came from the debtors advisors but they were already, Cobre was already deeply, deeply deeply involved in providing the factual predicates for the the investigation. Okay. And you did not suggest any areas of inquiry to the COBRAE firm, did you? That you let them handle the investigation on their own? That I have to differ with you on that because there were very significant

conversations that we had, we meaning Ms. Flayton and I had with respect to areas of inquiry. Okay, so let's go to the interviews. Okay, COBRAE conducted interviews, correct? Yes. And you did not attend any of those interviews, did you? That's correct. Okay. And you relied on COBRA to relay to you the substance of those interviews, correct?

Yes. Okay. And one of the things that was provided to the special committee was, and I believe you testified about this on your direct, trading prices of various bonds and stock, right? Trading prices on bonds as well as rating considerations by Moody's. Okay. And you saw a chart of the trading prices of certain of the QVC, Inc. debts, correct? Debt instruments, yes.

Okay. Let's pull on the screen. We don't have a hard copy of it. here px150 page 5 please okay is this the um the chart well actually let's go to the first page so we can put it on the record so for the record this is a project quartz discussion material deck of february 26 provided by evercore kirklin and alec's partners you see that and you've seen this before today correct all right let's go back to page five please Okay, there we go. There's the right.

Page 4 in the bottom here, for the record. Okay, so this is QVC Inc. Notes prices. Do you see that? I do. So did you rely on Evercore to give you a complete picture of the bond trading prices at the company during the time frame reluctant on this chart? Reliance is a strong word. Consider.

We view trading prices, as I've said to you before, as data points, as to to a market perception of the, I wouldn't quite say viability, but the future of the enterprise. Okay. And did you want them in your consideration to provide you with a complete set of information of the QVC Inc. notes prices during the process you undertook as an independent director? Again, I think the way we view trading prices,

way at least I view trading prices, having again been in this area for a long period of time, is that they're indicative data points and they're not necessarily dispositive of value, in part because I'm well aware of and have been involved in situations where very, very small purchases or sales of securities could materially move those trading prices either up or down. So therefore, you take them as they appear and you reach certain conclusions, which is why there are only data points and not dispositive. Okay. Were you aware that Evercore excluded some of the bond prices from this chart?

No. Okay. Let's pull up on the screen, Exhibit 374. Do we have a hard copy? Excuse me for a moment. Thanks so much. So Exhibit 374 is a document we pulled off of the Capital IQ service, which lists bond trading prices. And I'd like to direct your attention to the December.

uh 2022 uh time frame okay uh is there anything important about the december 22 timeframe that occurred with kdc group objection more specifically no anything important in December yeah i think i think this is a are you aware of anything significant in your investigation that occurred in December of 2022 well i can't remember exactly when the cash management plan was put into place, but it was in and around that time. Okay. This is a security. The NT23 represents the maturity date. On this chart, this reflects that this security of QVC Inc. due 2023 was trading in the upper 90s at the time of this cash management plan, correct? That's what it seems to show. You never saw this before.

today, correct? MR. No, I have not. MR. I have not. MR. For your consideration as an impendent director, correct? MR.

Not to my knowledge. Okay. Let's turn to the next page. This is a security. 4.85 percent due 2024. This is a security that is not presented on the Evercore chart, correct? Again, I've never seen this before. Okay.

And this shows the security. the security in the December 22 timeframe also trading in the 90s, correct? Yes, sir. Okay. Last page. This is another security with a maturity of 2025. This one in the December 2020-2020 timeframe is trading in the 80s, and Evercourt never showed that to you, correct?

Correct. You can put that down. And you would agree, I think you testified, that bond trading prices. are just one data point, correct? For solvency, right? Or value, solvency. It's in the eye of the ball. They're very often.

Correct. And the only information ever presented to you by the company's advisors or your adversaries at the QVC Inc. special committee were bond trading prices and the crawl slash Duffin-Felpholvenselfs, opinions, right? As well as, as I testified a minute ago,

the Moody's analysis of the various tranches of debt. Now, you testified in response to your counsel's questions that you never interviewed Duff and Phelps, correct? Correct. And you never asked to interview Duff and Phelps, correct? Correct. Now, and you never asked for the management operating the company in the 2020-2 time frame to be interviewed on the solvency issue, correct? Not to my knowledge. Okay. And did you hear Mr. Wofford's testimony in court?

I did not. Okay. Do you understand that he believed that the Duffin-Felps' solvency opinion was prepared in good faith? I, knowing Bill as well as I do, I'm not surprised to hear that. And Bill is Mr. Wofford, right? Correct. I'm sorry. And you believe that Mr. Wofford is a credible, competent executive of the company, correct? They certainly do. And as between Mr. Wofford and you, he's more knowledgeable.

about the company's financial position, right? By a lot. Okay. Now, let's pull up next PX151. Okay, for the record, this is a February 5th, 2026 letter from Catherine Jewel, the vice president and secretary to the board in connection with a board meeting to be held on February 6th, correct? Yeah. Let's go to the next page, please.

I have no reason to doubt it. Okay. Have you seen this before today? I'm sure I have because I believe I showed you this at the deposition. So the next page is the joint meeting of the Board of Directors and the Compensation Committee, February 6th of 2026. Let's turn to the next page, please. Next page is. Hold on.

Bear with us for a moment. There we go. Okay. So this page is entitled Executive Summary. It's continued. And it says in the first bullet point, the feedback received reflects a meaningful bid-ask. Just so I know where we're looking at. You're on page one of it or five.

Okay, if you go, there's a number two and a number six at the bottom in the middle. The right-hand base column, bait stamp at the bottom right. I got it. You got it? Good. And feel free to go back to the prior page to put this in common. context for you, sir. I'm not trying to trick you. So this is a deck to put this in context, explaining the status of the restructuring negotiations, right?

The data says the date of February 6th. Yes. And you were at this board meeting, sir, when this deck was presented, weren't you? Yes, I was. Okay. So this says the feedback received reflects a meaningful bid-ass spread both between the company and its lenders as well as among lender constituencies on several key issues, including treatment of intercompany loans and intercompany claims, which the disinterested directors are evaluating. Do you see that? We do. Okay. So let's go to the page.

I think it's the next page. So this says overview of creditor proposals. Keep going if you're not there. It's on the screen if that'll help you. Yeah, I got that. Okay. So this says the company. Mr. McLenn, if you wouldn't mind, can we just put these up on the screen because this is up on the screen?

No, I understand. But in the future, because this binder's a little bit. We'll put every document on the screen, sir. That's there for your convenience. If you prefer to look at the screen, I prefer. I think that is easier. Okay, so let's just look at the screen. And we'll blow it up a little more to help him.

I prefer to do that if you wouldn't mind. All right. Thank you. Okay, so there's a legend at the top left screen there. It says company proposal 101725. Do you see that? I do. Okay.

And that wasn't a proposal that the special committee of QVC Group had made, was it? No. Okay. This is the company at large as represented by Kirkland, Evercore, and Alex, right? Correct. Okay. And then it says QVC, Inc. R-C-F-A-H-G counter, January, 26th 2026. Do you see that? I do. And that refers to the revolving credit

facility lenders represented by Simpson Thatcher, right? Correct. Okay, going to the next column, we see QVC Inc notes a HG counter also of January 26, correct? I do. I see that. Yeah. And then the next one is the Linta bondholders also, but this one is from January 15th of 2026, correct? Correct. Okay. And And in each of the implementation proposals at that point, the company is talking about a prearranged bankruptcy, and then the QVC Inc note holders here are referencing pre-packaged Chapter 11s to be discussed, right? Correct. So you understood going into the intercompany settlement negotiations that the QVC ink lenders wanted to do pre-packaged bankruptcies, right?

They were proposing it. Okay. Now, going down to the very bottom, there's a line, a row, I should say, that says QVCG PREF recovery. Do you see that? It's on the screen, on the left? Yeah. Okay? And correlating it to the company, I believe that's, the company is proposing to give the preferred shareholders cash at emergence and the 62% stake in,

cornerstone, correct? Correct. And the revolving credit, revolving, um, um, credit facility lenders are proposing no cash to the preferred, correct? Right. And, um, the note holders are proposing a cash tip or some kind of TBD percent of equity and reorganize QVC or cornerstone. Do you see that? I do. Okay. So at this point in time, before anybody had completed investigation, both QVC Group and QVC Inc. The proposals from those creditors at QVC Inc. were no cash to the preferred or some kind of cash tip to the preferred. That was the state of play, right?

In a yes, sir. Okay. So that was my question. Okay. No, I asked him a yes or no question, and the answer was yes, right? State of, I'm going to answer this question if you wouldn't mind. This was a straw man proposal that was circulated by the advisors. I'm referring to the creditors' proposals, not the QBC group proposal.

I understand. I want to ask you about those. Objection. Let him finish his answer. You can move to Strath. You can ask me however many questions you want to ask afterwards, but just let me give you a little perspective on this. This was a framework proposal that was put out there by the company at the same time that the company had disclosed the business plan to all of the advisors of the ad hoc group. The reason to do that was because the company was very interested in accelerating a process to get responses from the various ad hoc groups.

The ad hoc groups, obviously, as you can see from this, had very different views on a lot of different issues, whether it's preferred recovery, how to deal with cornerstone, what the ultimate liquidity levels ought to be. Now you can go on and answer, ask me whatever you'd like, sir. Move to strike is non-responsive. Jay. He asked him for the state of place. With the revolving credit facility and note holder lenders at QVC Inc. That's what he's described.

I'm going to overrule it. Go ahead. Okay. So isn't it the case, sir, that the proposal here from the subsidiary creditor groups as of February 6th of 2026 was to give the preferred either no cash or a cash tip, correct? Yes. Thank you. Okay. So let's go to the right-hand column there.

It says, I'm sorry, let's go to the next one on the – Take that down and the one on the far right for Linta. There's a Linta recovery, L-I-L-L-C notes recovery. It's the column above that, please. The whole row, I should say. The whole row. So the next one is the L-I-L-C notes recovery. You understand that that refers to Linta?

Yes, sir. Okay. And so the company is proposing that the Linta creditors get cash. the stake in Cornerstone and miscellaneous other investments. Did I read that correctly? Let's see. Hang on one second. So you're looking at the last column with the ones?

On the left. On the left. Yes, on the left. As opposed to the right. Yes. Okay. And then the revolving credit facility lenders and the note holders are offering Linta creditors no cash at all, correct?

Correct. Okay, we can take that down. So you understood as an independent director of QBC Group that the subsidiary creditors had no right to dictate what your constituencies would receive in a plan of reorganization, correct? It was a data point. No, I'm asking you a different question. You had no, they had no right to dictate to you

what you were to give to your stakeholders, correct? Right. But their position was of interest. interest to us. Now, you saw that there were references in that document to giving the preferred a cash tip or potentially equity in Cornerstone from the creditor constituencies at QVC Inc., correct? Yes. And I guess I don't remember whether Lenton was in the

You didn't ask your counsel to go to those creditors to negotiate directly with them to see if you could get at least a cash tip or something more for the preferred, did you? We did not. Okay. Let's go next to PX152. This is a QVC group special committee restructuring update of February 12th of 2026. Do you see that? You do. This was prepared by Cobre and Kim for your benefit, correct?

Correct. Okay. And this was in preparation for your benefit. you do commence negotiations with the QVC Inc. Special Committee, correct? You can flip the page, but I presume you're correct. Okay. And this is six days after you had the board meeting where you understood that the QVC Inc. creditors wanted to give the preferred little or nothing as their negotiating position, correct? You say six days, yes.

Okay. Now, let's go. to page two. So the heading on this page, if I read it correctly, is importance of a consensual resolution to intercompany claims, correct? Correct. Okay. And so this was prepared by Cobury and Kim, right? Correct. And they're telling you it's important to get a consensual resolution of the intercompany claims, right? I would characterize the header as a little bit different. I would say not that they were saying it was important, but there was a position that it was there was importance associated with a consensual resolution. I do not think that Cobury and Kim in that context was putting their finger on the scale in one way or another.

Okay. So someone had communicated at some point that it was important to have a consensual resolution to the intercompany claim, right? Yes, sir. All right, let's turn to page 7. So before I get into this, isn't it the case that one of the reasons that it was important to have an intercompany settlement was so that the creditors could have a prepackaged plan? Well, as you recall, in the original presentations in October, they were talking about a prearranged plan. I would say in my experience as a restructuring professional, having, as a director, having done a number of these to the extent that advisors, debtors, lenders can reach a conclusion where they can do a prepack, generally speaking, it is a better, faster way of emerging from,

bankruptcy and the QVC Inc creditors wanted a prepack correct it was important to them it seemed to be that case yes okay and you understood as you entered these negotiations that if you did not agree to the intercompany settlement that that could jeopardize consummating a prepackaged plan of reorganization correct as well as many other things okay so let's now go to page seven So page seven has the heading of Topco cash position overview. Do you see that? I do.

And it says here, Topco, $200 million. Do you see that? I do. And that's a reference to the fact that Topco has $200 million, and that $200 million was going to be distributed under a plant, right? Correct. Okay. It says here, Gocks are less than $15 million, correct?

Correct. And it says the potential recovery prefers. Do you see that? I do. Okay. And that's redacted here as privileged. Do you see that? Yeah.

Okay. And this is how this document was produced when I took your deposition, correct? If you say so. Okay. So let's go next. Let's go to some other reasons. So you also believe it was important to do a prepackaged plan, a reorganization to minimize cash burn, correct?

Advisor cash burn and other cash burn, yes. Right. And you believe that a prepackaged plan will allow the company's executives to realize their vision for the business going forward, correct? I also believe, consistent with my fiduciary duties, and the stakeholders at the top-go level, that it was an effective way of locking down all of the issues that would create potential liability for them.

Okay, but one of the reasons you wanted to do a prepack was to allow the QVC Inc. executives to realize their vision for a plan, right? Yes or no? I believe that QVC should emerge from bankruptcy and be able to pursue what I, what it can believes to be its business plan. But QVC group was dissolving under the plan. So that consideration was totally irrelevant for QVC group, correct? It was, but they're not internally inconsistent. My views about overall enterprise evolution and development doesn't change how I exercise my fiduciary duties and business judgment with respect to maximizing whatever was possible

to the stakeholders of Topco. Okay, let's turn to page eight, please. Page eight has the legend professional fees. Do you see that? You do. And it says in the third bullet point down, to date, Topco is paid for each box's allocation of the shared professional fees

in addition to its own. Do you see that? Yeah. And then it says Topco will likely be refunded for portions of those fees that will be born by QVC Inc. and Linta. Do you see that? Yes. Okay. So do you know how much professional fees QVCG has funded for this restructuring process?

To date, I believe they've funded $91 million. And how much have they been refunded? Approximately $15 million. So the net is that QVC group has provided these other debtors with $75 million in cash from its balance sheet to consummate the restructuring that we're here for today, correct? In the abstract, that's correct. Okay. Now, if the plan is confirmed, there will be no box at QVCG for any of that cash to be refunded into, correct? There will be, well, there will be an agreed allocation and how,

ultimately there will be an agreed allocation of professional fees. How that ends up being distributed in the event of the evolution of what happens to QVC group will be determined. But you know it's not going to the preferred shareholders, right? I know it's not going to the preferred shareholders because I know that under no circumstances would Inc allow it to go to the preferred shareholders. Okay, let's go to page 11, please. Okay, we've already covered that. Let's go, let's move on. So I'd like you to go to the next exhibit, which is PX-3-6-8.

And turn to page seven. Okay. Oh, you're putting, I presume. We'll put it on the screen for you too. Somebody put it up there. Thanks. Is this the QVC Group Special Committee Restructuring Update? Yes. This is the same update we just saw on the prior exhibit of February 12th of 2026. This one, we'll go to the same page, page 7, Topco Cash Position Overview.

Do you see that? Yes. Okay. So again, this is six days after the board meeting where you were told that the QVC Inc. subsidiary creditors wanted to give the preferred nothing or a cash tip correct yes okay and this page which i didn't have for your deposition we got this unredacted over the weekend says potential recovery for preferred preferreds getting releases do you see that yes so six days after the first board meeting that you attended showing the status of the various creditor proposals

told that the only thing of the QVC group cash that the preferreds would receive was zero only releases, correct? Isn't that what this says? What this says is that the potential recovery for the preferred is that them getting releases, yes, sir. It doesn't say they're going to get a dollar in cash, right? Correct. It doesn't say they're going to get $10 million in cash, does it? It doesn't say they're going to get $100 million in cash, does it? It doesn't say they're getting any cash.

It says they're going to get nothing, right? It says that they're going to get releases. Right. They're going to get zero cash, sir, right? Zero cash, but getting releases. Okay, so even before you started this negotiation, sir, before you met with the other committee, before you exchanged any information with them, your objective, you were told that the potential for the preferreds was only a release and zero dollar recovery. Yes. as to what he's told, he's reading from the document.

If he wants to ask him about it, he can ask him or if he's actually told something. I'll rephrase the question one more time to make this perfectly clear. This deck, prepared by your counsel, tells you that the only potential recovery for preferred before the first negotiation was to get a release, right? Objection. It's not the document. It's not. It says potential recovery for preferred is a release, correct? That's what this says.

Correct. And this is before you had any negotiations with any other stakeholders, correct? The date of this is February 12th. So if I may for a minute, there were loads of iterative conversations that were going on between the time of the, Your Honor, if you wouldn't mind, I need to take a bio break if we can do that. You wouldn't mind Mr. Glenn? No, let's do that. Why don't we?

I mean, I don't know where you are in your... It's fine. I'll respect your need, so it's fine. No, no, but if you need a few minutes to finish whatever section you're in... Well, why don't you just finish the answer and then we can take a... So my question to you, and I'm going to say it again so we're clear. This is prepared by your counsel, correct? Correct.

And the potential recovery for Preferreds is the box there, right? Correct. And it says Preferreds getting released, correct? Correct. There's no reference here. to the preferred's getting $1 in cash, right? That is correct. Let's take our break.

Thank you. Okay. So it's five minutes to four. Why we come back at 4.10? At 4.10? I mean, I can... Okay, let's come back, five after four. Yeah, 10 minutes.

Thank you.