8-KMaterial AgreementsSecurities & Listing

NETFLIX INC 8-K Report, Material Agreement (Nov 21, 2011)

Filed November 21, 2011For Securities:NFLX

Summary

Netflix, Inc. (NFLX) filed an 8-K on November 21, 2011, reporting a material definitive agreement to sell $200 million in aggregate principal amount of Zero Coupon Senior Convertible Notes due 2018 to Technology Crossover Ventures (TCV). This private placement is contingent upon Netflix raising at least $200 million from the sale of its common stock to non-affiliated third parties and other customary conditions. The Notes are convertible into Netflix common stock at an initial conversion price of approximately $85.80 per share. The agreement also grants TCV certain rights, including the ability to nominate one director to Netflix's Board of Directors, provided certain ownership thresholds are met. TCV will also receive customary information and registration rights. The filing indicates that the Notes are unsecured and subordinate to secured debt and liabilities of subsidiaries, and outlines events that could trigger acceleration of the Notes' maturity. This transaction represents a significant financing event for Netflix, aimed at bolstering its capital position.

Key Highlights

  • 1Netflix secures $200 million in financing through the sale of Zero Coupon Senior Convertible Notes due 2018 to Technology Crossover Ventures (TCV).
  • 2The TCV financing is contingent on Netflix successfully raising at least $200 million in gross proceeds from common stock sales to non-affiliated parties.
  • 3The convertible notes have an initial conversion price of approximately $85.80 per share, allowing TCV to convert into Netflix common stock.
  • 4TCV gains the right to nominate one director to Netflix's Board of Directors, subject to maintaining certain ownership levels.
  • 5The Notes are unsecured and subordinate to secured debt and subsidiary liabilities.
  • 6The agreement includes provisions for TCV to receive information and registration rights for the convertible shares.
  • 7Certain events, including default on other debt exceeding $25 million or bankruptcy, can lead to accelerated maturity of the Notes.

Frequently Asked Questions

This 8-K filing announces Netflix's entry into a material definitive agreement to issue $200 million in convertible notes to Technology Crossover Ventures (TCV). It details the terms of the notes, conditions for the sale, and associated rights granted to TCV.

The notes are Zero Coupon Senior Convertible Notes due 2018 with a principal amount of $200 million. They do not bear interest and are convertible into Netflix common stock at an initial rate equivalent to a conversion price of approximately $85.80 per share. The notes are unsecured and subordinate to secured debt and subsidiary liabilities. Holders can convert them at any time before maturity, and Netflix has conditional rights to force conversion under certain conditions.

The closing of the private placement of these notes is contingent upon Netflix raising at least $200 million in aggregate gross proceeds from the sale of its common stock to non-affiliated third parties, along with the satisfaction or waiver of other customary conditions.

TCV receives the right to nominate one director to Netflix's Board of Directors, provided they meet specific criteria and maintain a certain level of investment. TCV will also be granted customary information rights and registration rights for the shares issuable upon conversion of the notes.