NETFLIX, INC. (NASDAQ:NFLX) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Purchase Agreement
On April26, 2017, Netflix, Inc. (the Company) entered into a
purchase agreement (the Purchase Agreement) with Morgan Stanley
Co. International plc, as representative of the several initial
purchasers listed in Schedule 1 thereto (the Initial Purchasers),
relating to the sale by the Company of 1,300,000,000 aggregate
principal amount of its 3.625% Senior Notes due 2027 (the Notes),
which are being offered outside the United States to Regulation S
under the Securities Act of 1933, as amended (the Securities
Act), and in a private placement to qualified institutional
buyers to Rule 144A under the Securities Act (the Notes
Offering). The Company intends to use the net proceeds from the
Notes Offering for general corporate purposes, which may include
content acquisitions, capital expenditures, investments, working
capital and potential acquisitions and strategic transactions.
The Purchase Agreement contains customary representations,
warranties and covenants by the Company together with customary
closing conditions. Under the terms of the Purchase Agreement,
the Company has agreed to indemnify the Initial Purchasers
against certain liabilities. The Notes Offering is expected to
close on May2, 2017.
The description of the Purchase Agreement contained in this
Current Report on Form 8-K is qualified in its entirety by
reference to the complete text of the Purchase 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.
| Item8.01. | Other Events. |
On April24, 2017, the Company issued a press release announcing
that it proposes to offer 1billion aggregate principal amount of
its senior notes. A copy of the press release is attached as
Exhibit 99.1.
On April26, 2017, the Company issued a press release announcing
the pricing of its offering of 1.3 billion aggregate principal
amount of its 3.625% Senior Notes due 2027. A copy of the press
release is attached as Exhibit 99.2.
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| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 |
Purchase Agreement, dated as of April26, 2017, between the Company and Morgan Stanley Co. International plc, as representative of the Initial Purchasers listed in Schedule 1 thereto. |
|
| 99.1 |
Press release issued by Netflix, Inc. on April24, 2017, announcing that it proposes to offer 1billion senior notes. |
|
| 99.2 |
Press release issued by Netflix, Inc. on April26, 2017, announcing pricing of its 3.625% Senior Notes due 2027. |
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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 up +2.91 at 153.08 with 9,274,081 shares trading hands.
