Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 29, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-35727   77-0467272

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

100 Winchester Circle

Los Gatos, CA


(Address of principal executive offices)

(Zip Code)

(408) 540-3700

(Registrant’s telephone number, including area code)


(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01.

Entry into a Material Definitive Agreement

On March 29, 2019, Netflix, Inc. (the “Company”) entered into a First Amendment Agreement (the “Amendment”) with Morgan Stanley Senior Funding, Inc., as administrative agent (in such capacity, the “Administrative Agent”) and the lenders party thereto which amends that certain Revolving Credit Agreement (the “Revolving Credit Agreement”) among the Company, the Administrative Agent and the lenders party thereto.

The Amendment, among other things, provides for an extension of the maturity date of the loans from July 27, 2022 to March 29, 2024 and an increase in the size of the lender’s commitments from $500,000,000 to $750,000,000.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


ITEM 9.01.

Financial Statements and Exhibits









10.1    First Amendment Agreement, dated as of March 29, 2019, among Netflix, Inc., the Lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 29, 2019      

/s/ Spencer Neumann

      Spencer Neumann
      Chief Financial Officer