Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreements
On April 24, 2019, Netflix, Inc.
(the Company) entered into (i) a purchase agreement (the Dollar Note Purchase Agreement) with Morgan Stanley & Co. LLC, as representative of the several initial purchasers listed in Schedule 1 thereto (the
Dollar Note Initial Purchasers), relating to the sale by the Company of $900.0 million aggregate principal amount of its 5.375% Senior Notes due 2029 (the Dollar Notes) and (ii) a purchase agreement (the Euro
Note Purchase Agreement and together with the Dollar Note Purchase Agreement, the Purchase Agreements) with Morgan Stanley & Co. International plc, as representative of the several initial purchasers listed in Schedule 1
thereto (the Euro Note Initial Purchasers and together with the Dollar Note Initial Purchasers, the Initial Purchasers), relating to the sale by the Company of 1.2 billion aggregate principal amount of its 3.875%
Senior Notes due 2029 (the Euro Notes and together with the Dollar Notes, the Notes), in private placements to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
Securities Act), and outside the United States pursuant to Regulation S under the Securities Act (the Offering). The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include
content acquisitions, production and development, capital expenditures, investments, working capital and potential acquisitions and strategic transactions. The Purchase Agreements contain customary representations, warranties and covenants by the
Company together with customary closing conditions. Under the terms of the Purchase Agreements, the Company has agreed to indemnify the applicable Initial Purchasers against certain liabilities.
The description of the Purchase Agreements contained in this Current Report on Form
8-K
is qualified in its entirety
by reference to the complete text of the applicable Purchase Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and incorporated herein by reference.
Indentures
On April 29, 2019, the Company entered
into (i) an indenture, relating to the issuance of the Dollar Notes (the Dollar Note Indenture), and (ii) an indenture, relating to the issuance of the Euro Notes (the Euro Note Indenture and together with the
Dollar Note Indenture, the Indentures), in each case, by and between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee).
Each series of Notes matures on November 15, 2029. The Dollar Notes bear interest at a rate of 5.375% per annum and the Euro Notes bear interest at a
rate of 3.875% per annum. Interest on each series of Notes is payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2019.
The Company may redeem either series of Notes, in whole or in part, at any time prior to the applicable maturity at a price equal to 100% of the principal
amount of the Notes of to be redeemed plus a make-whole premium and accrued and unpaid interest, if any.
If the Company experiences a change
of control triggering event (as defined in the applicable Indenture), the Company must offer to repurchase each series of Notes at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid
interest, if any, to the applicable repurchase date.