NETFLIX, INC. (NASDAQ:NFLX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Indenture
On May2, 2017, Netflix, Inc. (the Company) entered into an
indenture (the Indenture), between the Company and Wells Fargo
Bank National Association, as trustee (the Trustee), to which the
Company issued 1,300,000,000 principal amount of its 3.625%
Senior Notes due 2027 (the Notes).
The Notes mature on May15, 2027, and bear interest at a rate of
3.625% per annum. Interest on the Notes is payable semi-annually
on May15 and November15 of each year, commencing on November15,
2017.
The Company may redeem the Notes, in whole or in part, at any
time prior to maturity at a price equal to 50% of the principal
amount thereof plus a make-whole premium and accrued and unpaid
interest, if any.
If the Company experiences specified change of control triggering
events, the Company must offer to repurchase the Notes at a
repurchase price equal to 101% of the principal amount of the
Notes repurchased, plus accrued and unpaid interest, if any, to
the applicable repurchase date.
The Indenture contains covenants that, among other things,
restrict the ability of the Company and its domestic restricted
subsidiaries to:
|
create certain liens and enter into sale and lease-back transactions; |
| create, assume, incur or guarantee certain indebtedness; and |
|
consolidate or merge with, or convey, transfer or lease all or substantially all of the Company and its subsidiaries assets, to another person. |
These covenants are subject to a number of other limitations and
exceptions set forth in the Indenture.
The Indenture provides for customary events of default,
including, but not limited to, failure to pay principal and
interest, failure to comply with covenants, agreements or
conditions, acceleration of specified other debt of the Company
and its significant subsidiaries and certain events of bankruptcy
or insolvency involving the Company and its significant
subsidiaries. In the case of an event of default arising from
specified events of bankruptcy or insolvency, all outstanding
Notes under the Indenture will become due and payable immediately
without further action or notice. If any other event of default
under the Indenture occurs or is continuing, the Trustee or
holders of at least 25% in aggregate principal amount of the then
outstanding Notes under the Indenture may declare all of such
Notes to be due and payable immediately.
The description of the Notes and the Indenture contained in this
Current Report on Form 8-K is qualified in its entirety by
reference to the complete text of the Indenture and form of Note
included in the Indenture, copies of which are filed as Exhibit
4.1 and Exhibit 4.2, respectively, and are incorporated herein by
reference.
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Registration Rights Agreement
In connection with the issuance of the Notes, the Company also
entered into a registration rights agreement, dated May2, 2017,
with Morgan Stanley Co. International plc, as representative of
the several initial purchasers listed in Schedule 1 thereto,
relating to the Notes (the Registration Rights Agreement). Under
the terms of the Registration Rights Agreement, if any of the
Notes are not freely transferable by holders thereof (other than
affiliates of the Company or holders that were affiliates of the
Company within the preceding three months) to Rule 144 under the
Securities Act of 1933, as amended, within 380 days after the
date of original issuance of the Notes, the Company is required
to use commercially reasonable efforts to file with the
Securities and Exchange Commission (the SEC) a registration
statement relating to an offer to exchange such Notes for an
issue of SEC-registered notes (the Exchange Notes) with terms
identical to such Notes (except that the Exchange Notes will not
be subject to restrictions on transfer or to any increase in
annual interest rate).
The description of the Registration Rights Agreement contained in
this Current Report on Form 8-K is qualified in its entirety by
reference to the complete text of the Registration Rights
Agreement, a copy of which is filed as Exhibit 10.1 and
incorporated herein by reference.
Item2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 above is incorporated
herein by reference.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 4.1 |
Indenture, dated as of May2, 2017, by and between the Company and Wells Fargo Bank National Association, as Trustee. |
|
| 4.2 | Form of Note (included in Exhibit 4.1) | |
| 10.1 |
Registration Rights Agreement, dated as of May2, 2017, by and between the Company and Morgan Stanley Co. International plc, as representative of the Initial Purchasers listed in Schedule 1 thereto. |
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About NETFLIX, INC. (NASDAQ:NFLX)
Netflix Inc is an Internet television network with over 86 million members in over 190 countries enjoying more than 125 million hours of television (TV) shows and movies per day, including original series, documentaries and feature films. Members can watch as much as they want, anytime, anywhere, on nearly any Internet-connected screen. Members can play, pause and resume watching, all without commercials or commitments. NETFLIX, INC. (NASDAQ:NFLX) Recent Trading Information
NETFLIX, INC. (NASDAQ:NFLX) closed its last trading session down -0.86 at 155.59 with 5,384,839 shares trading hands.