NFLX Netflix Inc

Purchase Agreements

On October 22, 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 $1.0 billion aggregate principal amount of its 4.875% Senior Notes due 2030 (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 €1.1 billion aggregate principal amount of its 3.625% Senior Notes due 2030 (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 October 25, 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 June 15, 2030. The Dollar Notes bear interest at a rate of 4.875% per annum and the Euro Notes bear interest at a rate of 3.625% 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 June 15, 2020.

The Company may redeem either series of Notes, in whole or in part, at any time prior to March 15, 2030 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. On and after March 15, 2030, the Company may redeem the Notes at 100% of the principal amount plus 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.

Each Indenture contains covenants that, among other things, restrict the ability of the Company and its domestic restricted subsidiaries to:

These covenants are subject to a number of other limitations and exceptions set forth in the applicable Indenture.

Each 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, 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 applicable Indenture will become due and payable immediately without further action or notice. If any other event of default under the applicable Indenture occurs or is continuing, the applicable Trustee or holders of at least 25% in aggregate principal amount of the applicable series of outstanding Notes under the applicable Indenture may declare all the Notes of such series to be due and payable immediately.

The description of the Notes and each Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of (i) the Indentures which are filed as Exhibits 4.1 and 4.3 hereto and are incorporated herein by reference and (ii) the Form of 4.875% Senior Note due 2030 and the Form of 3.625% Senior Note due 2030, which are filed as Exhibits 4.2 and 4.4, respectively, hereto and are incorporated herein by reference.