07/30/2024 | Press release | Distributed by Public on 07/30/2024 06:25
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Public Offering
Price(1)
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Underwriting
Discount
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Proceeds to Netflix, Inc.
(Before Expenses)
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Per 20 Note
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%
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%
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%
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20 Notes Total
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$
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$
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$
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Per 20 Note
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%
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%
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%
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20 Notes Total
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$
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$
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$
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Total
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$
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$
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$
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(1)
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Plus accrued interest, if any, from , 2024.
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Morgan Stanley
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Goldman Sachs & Co. LLC
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J.P. Morgan
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Wells Fargo Securities
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Page
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About this Prospectus Supplement
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S-iii
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Special Note About Forward-Looking Statements
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S-iv
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Summary
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S-1
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The Offering
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S-2
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Selected Consolidated Financial Information
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S-5
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Risk Factors
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S-7
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Use of Proceeds
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S-11
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Capitalization
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S-12
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Description of Notes
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S-13
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Certain U.S. Federal Income Tax Considerations
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S-28
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Underwriting
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S-29
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Legal Matters
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S-33
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Experts
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S-33
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Where You Can Find More Information
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S-34
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Incorporation by Reference
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S-35
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Page
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About this Prospectus
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1
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Prospectus Summary
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2
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Risk Factors
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3
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Forward-Looking Statements
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4
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Use of Proceeds
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5
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Description of Debt Securities
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6
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Certain U.S. Federal Income Tax Considerations
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13
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Plan of Distribution
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21
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Legal Matters
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23
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Experts
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23
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Where You Can Find More Information
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24
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Incorporation by Reference
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24
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Six Months Ended
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Year Ended
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June 30,
2024
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June 30,
2023
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December 31,
2023
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December 31,
2022
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December 31,
2021
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(Unaudited)
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(In thousands)
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Selected consolidated statements of operations information:
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Revenues
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$18,929,750
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$16,348,804
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$33,723,297
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$31,615,550
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$29,697,844
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Cost of revenues
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10,151,216
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9,477,095
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19,715,368
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19,168,285
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17,332,683
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Marketing
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1,298,424
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1,182,530
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2,657,883
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2,530,502
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2,545,146
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Technology and development
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1,413,727
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1,345,258
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2,675,758
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2,711,041
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2,273,885
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General and administrative
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831,012
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802,421
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1,720,285
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1,572,891
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1,351,621
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Operating income
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5,235,371
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3,541,500
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6,954,003
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5,632,831
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6,194,509
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Other income (expense)
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Interest expense
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(341,300)
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(349,051)
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(699,826)
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(706,212)
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(765,620)
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Interest and other income (expense)
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234,364
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(44,243)
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(48,772)
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337,310
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411,214
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Income before income taxes
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5,128,435
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3,148,206
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6,205,405
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5,263,929
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5,840,103
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Provision for income taxes
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(648,920)
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(355,476)
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(797,415)
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(772,005)
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(723,875)
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Net income
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4,479,515
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2,792,730
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5,407,990
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4,491,924
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5,116,228
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As of June 30,
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As of December 31,
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2024
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2023
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2023
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2022
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2021
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(Unaudited)
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(In thousands)
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Consolidated balance sheet data:
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Cash and cash equivalents
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$6,624,939
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$7,662,788
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$7,116,913
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$5,147,176
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$6,027,804
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Content assets, net
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31,927,355
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32,520,774
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31,658,056
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32,736,713
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30,919,539
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Property and equipment (net)
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1,510,958
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1,471,968
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1,491,444
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1,398,257
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1,323,453
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Total assets
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$49,098,895
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$50,817,473
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$48,731,992
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$48,594,768
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$44,584,663
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Total content liabilities
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6,420,219
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7,289,799
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7,044,643
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7,561,427
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7,387,180
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Total debt (ST and LT)
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13,980,065
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14,469,538
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14,543,261
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14,353,076
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15,392,895
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Other non-current liabilities
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2,637,397
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2,389,915
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2,561,434
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2,452,040
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2,459,164
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Total liabilities
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$26,986,202
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$27,985,258
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$28,143,679
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$27,817,367
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$28,735,415
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Total stockholders' equity
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$22,112,693
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$22,832,215
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$20,588,313
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$20,777,401
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$15,849,248
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make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on our existing senior notes and our other obligations, including the notes;
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•
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limit our ability to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions or other general business purposes;
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•
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increase our cost of borrowing;
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•
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limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;
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•
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require us to use a substantial portion of our cash flow from operations to make debt service payments and pay our other obligations when due;
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•
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limit our flexibility to plan for, or react to, changes in our business and industry;
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•
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place us at a competitive disadvantage compared to our less leveraged competitors; and
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•
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increase our vulnerability to the impact of adverse economic and industry conditions, including changes in interest rates and foreign exchange rates.
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require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly, does not protect holders of the notes in the event that we experience significant adverse changes in our financial condition or results of operations;
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•
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limit our subsidiaries' ability to issue securities or otherwise incur indebtedness or other obligations (including content obligations), which would rank structurally senior to our equity interests in those subsidiaries and to the notes;
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•
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limit our ability to incur substantial secured indebtedness that would effectively rank senior to the notes to the extent of the value of the assets securing the indebtedness;
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•
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limit our ability to incur indebtedness or other obligations (including content obligations) that is equal in right of payment to the notes;
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•
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restrict our ability to repurchase or prepay our securities; or
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•
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restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock or other securities.
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propensity of existing holders to trade their positions in the notes;
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•
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time remaining to the maturity of the notes;
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•
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outstanding amount of each series of notes;
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•
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redemption of the notes; and
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•
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level, direction and volatility of market interest rates generally.
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on an actual basis; and
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on an as adjusted basis giving effect to the issuance of the notes offered hereby, but not the application of the net proceeds therefrom.
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As of
June 30, 2024
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Actual
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As
adjusted
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(in millions)
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Cash and cash equivalents
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$6,625
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$
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Long-term debt
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Revolving Credit Facility(1)
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$-
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$
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% Senior Notes offered hereby(2)
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-
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% Senior Notes offered hereby(2)
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-
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5.875% Senior Notes due 2025(3)
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800
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3.000% Senior Notes due 2025(3)(4)
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503
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3.625% Senior Notes due 2025(3)
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500
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4.375% Senior Notes due 2026
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1,000
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3.625% Senior Notes due 2027(4)
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1,394
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4.875% Senior Notes due 2028
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1,600
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5.875% Senior Notes due 2028
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1,900
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4.625% Senior Notes due 2029(4)
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1,178
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6.375% Senior Notes due 2029
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800
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3.875% Senior Notes due 2029(4)
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1,285
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5.375% Senior Notes due 2029
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900
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3.625% Senior Notes due 2030(4)
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1,178
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4.875% Senior Notes due 2030
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1,000
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Total debt
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$14,038
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$
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Total stockholders' equity
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$22,113
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$
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Total capitalization
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$36,151
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$
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(1)
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As of June 30, 2024, we had $3.0 billion of available borrowing capacity under our Revolving Credit Agreement.
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(2)
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Represents the aggregate principal amount of notes offered hereby.
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(3)
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Classified as short-term debt on the consolidated balance sheets included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
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(4)
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Debt is denominated in euros with 3.000% Senior Notes for €470 million, 3.625% Senior Notes for €1,300 million, 4.625% Senior Notes for €1,100 million, 3.875% Senior Notes for €1,200 million, and 3.625% Senior Notes for €1,100 million, and is remeasured into U.S. dollars at each balance sheet date. The amount in USD above is based on a EUR/USD exchange rate of approximately €1 to $1.07 as of June 30, 2024.
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our general unsecured obligations;
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•
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effectively subordinated in right of payment to any of our secured indebtedness to the extent of the assets securing that indebtedness, and structurally subordinated to all existing and any future indebtedness and other liabilities of our subsidiaries;
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•
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equal in right of payment with all of our existing and any future unsecured and unsubordinated indebtedness; and
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•
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senior in right of payment to any of our existing and future indebtedness that is subordinated to the notes.
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on a pro forma basis after giving effect to the issuance of the notes but not the anticipated use of proceeds therefrom, we would have had the equivalent of approximately $ billion of total indebtedness, some of which is denominated in currencies other than the U.S. dollar (and none of which is secured), which would rank equally with the notes offered hereby; and
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•
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our subsidiaries had approximately $5.3 billion of outstanding total liabilities (some of which is denominated in currencies other than the U.S. dollar), including trade payables and content liabilities, but excluding (1) intercompany liabilities and (2) obligations of a type not required to be reflected on a balance sheet of such subsidiaries, all of which will be structurally senior to the notes.
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accept for payment all notes or portions of notes properly tendered pursuant to the Change of Control Offer;
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•
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deposit with the trustee or a paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered; and
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•
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deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers' certificate stating the aggregate principal amount of notes or portions of notes being purchased, that all conditions precedent contained in the indenture to make a Change of Control Offer have been complied with and that the Change of Control Offer has been made in compliance with the indenture.
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•
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Liens existing as of the Issue Date;
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Liens granted after the Issue Date created in favor of the holders of such notes;
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Liens created in substitution of, or as replacements for, any Liens described in the preceding two bullet points; provided that based on a good faith determination of one of our Financial Officers, the Principal Property encumbered under any such substitute or replacement Lien is substantially similar in nature to the Principal Property encumbered by the otherwise permitted Lien which is being replaced; and
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•
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Permitted Liens.
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either (a) we are the Person formed by or surviving any such consolidation or merger (the Person formed by or surviving a consolidation or merger, the "continuing Person") or (b) the Person (if other than us) formed by such consolidation or into which we are merged or the Person which acquires by conveyance or transfer, or which leases, all or substantially all of our and our Subsidiaries' properties and assets (determined on a consolidated basis), taken as a whole (the "Successor Company"), is an entity organized under the laws of the United States of America, any state thereof or the District of Columbia;
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if we are not the continuing Person, the Successor Company expressly assumes our obligations with respect to the notes and the indenture pursuant to a supplemental indenture;
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•
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immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and
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if we are not the continuing Person, we have or the Successor Company has delivered to the trustee the certificates and opinions required under the indenture.
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Liens on any assets, created solely to secure obligations incurred to finance the refurbishment, improvement or construction (which term includes, for avoidance of doubt, development, creation and production) of such asset, which obligations are incurred no later than 12 months after completion of such refurbishment, improvement or construction, and all renewals, extensions, refinancings, replacements or refundings of such obligations;
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•
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(a) Liens given to secure the payment of the purchase price or other acquisition, installation or construction (which term includes, for avoidance of doubt, development, creation and production) costs incurred in connection with the acquisition (including acquisition through merger or consolidation) of any Principal Property, including Finance Lease transactions in connection with any such acquisition and including any purchase money Liens, and (b) Liens existing on any Principal Property at the time of acquisition (including acquisition through merger or consolidation) thereof or at the time of acquisition by us or any Domestic Restricted Subsidiary of any Person then owning such property whether or not such existing Liens were given to secure the payment of the purchase price of the property to which they attach; provided that with respect to clause (a), the Liens shall be given within 12 months after such acquisition and shall attach solely to the Principal Property acquired or purchased and any improvements then or thereafter placed thereon and any proceeds thereof, accessions thereto and insurance proceeds thereof;
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•
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Liens in favor of us or a Domestic Restricted Subsidiary;
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•
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Liens on any Principal Property in favor of the United States of America or any state thereof or any political subdivision thereof to secure progress or other payments or to secure Indebtedness incurred for the purpose of financing the cost of acquiring, constructing or improving such Principal Property;
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Liens imposed by law, such as carriers', warehousemen's and mechanic's Liens and other similar Liens arising in the ordinary course of business, Liens in connection with legal proceedings and Liens arising solely by virtue of any statutory, common law or contractual provision relating to banker's Liens, rights of set-off or similar rights and remedies as to securities accounts, deposit accounts or other funds maintained with a creditor depository institution;
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Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings;
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Liens to secure the performance of bids, trade or commercial contracts, government contracts, purchase, construction, sales and servicing contracts (including utility contracts), leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business, deposits as security for contested taxes, import or customs
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licenses and sublicenses of intellectual property of us and our Domestic Restricted Subsidiaries and leases and subleases of property granted to others not in any way interfering in any material respect with the business of us and our Subsidiaries;
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Liens upon specific items of inventory or other goods, documents of title and proceeds of any Person securing such Person's obligation in respect of letters of credit or banker's acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment, or storage of such inventory or other goods;
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•
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Liens on stock, partnership or other equity interests in any Joint Venture of us or any Domestic Restricted Subsidiaries or in any Domestic Restricted Subsidiary that owns an equity interest in a Joint Venture to secure Indebtedness contributed or advanced solely to that Joint Venture; provided that, in each case, the Indebtedness secured by such Lien is not secured by a Lien on any other property of us or any Domestic Restricted Subsidiary;
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•
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Liens and deposits securing netting services, business credit card programs, overdraft protection and other treasury, depository and cash management services or incurred in connection with any automated clearing-house transfers of funds or other fund transfer or payment processing services;
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Liens on, and consisting of, deposits made by us to discharge or defease the notes and the indenture or any other Indebtedness, including the Existing Senior Notes and Revolving Credit Agreement;
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•
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Liens on insurance policies and the proceeds thereof incurred in connection with the financing of insurance premiums;
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easements, rights of way, covenants, restrictions, minor encroachments, protrusions, municipal and zoning and building ordinances and similar charges, encumbrances, title defects or other irregularities, governmental restrictions on the use of property or conduct of business, and other similar charges and encumbrances and Liens in favor of governmental authorities and public utilities, that do not materially interfere with the ordinary course of business of us and our Subsidiaries, taken as a whole;
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•
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Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens deemed to exist in connection with Investments in repurchase agreements;
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•
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Liens on (a) assets of a Content Project Subsidiary in connection with (x) Content Acquisition Transactions by such Subsidiary and other Content Acquisition Transactions with respect to Related Projects by one or more Content Project Subsidiaries, and (y) Content Disposition Transactions by such Subsidiary or other Content Disposition Transactions with respect to Related Projects by one or more Content Project Subsidiaries, and (b) assets in connection with such transactions, provided, in the case of us only, such Liens attach solely to the Content acquired in such transaction, the rights arising as a result of the disposition of such Content or rights therein (including receivables and other rights to payment arising from such transaction), other assets related to such Content or such rights and, in each case, the products and proceeds thereof; or
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any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the preceding bullet points, inclusive.
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default in the payment of the principal or any premium on a note when due (whether at maturity, upon acceleration, redemption or otherwise);
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default for 30 days in the payment of interest on a note when due;
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failure by us to observe or perform any other term of the indenture for a period of 90 days after we receive a notice of default stating we are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of the notes of the affected series; or
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certain events in bankruptcy, insolvency or reorganization with respect to us.
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we have paid or caused to be paid or deposited with the trustee an amount sufficient to pay all matured installments of interest on the series of debt securities and the principal of and premium, if any, on the series of debt securities that have become due otherwise than by acceleration (with interest on the principal and premium, if any, and, to the extent that a payment is enforceable under applicable law, upon overdue installments of interest, at the rate expressed in the series of debt securities to the date of such payment or deposit); and
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•
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any and all Events of Default under the indenture with respect to that series, other than the nonpayment of principal on the series of debt securities that shall have become due solely by such declaration of acceleration, has been remedied or waived as provided in the indenture.
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you must give the trustee written notice that an Event of Default has occurred and remains uncured;
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the holders of 25% in principal amount of all outstanding notes of the affected series must make a written request that the trustee take action because of the Event of Default, and provide indemnity satisfactory to the trustee against the costs, losses, liabilities, fees and expenses and other liabilities of taking that action and
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the trustee must have failed to take action for 60 days after receipt of the above notice and offer of indemnity and during such 60-day period, the trustee has not received a contrary instruction from holders of a majority in principal amount of all outstanding notes.
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we deposit in trust for your benefit and the benefit of all other beneficial owners of the debt securities of the same series a combination of money and U.S. government or U.S. government agency notes or bonds in an amount sufficient in the written opinion of a nationally recognized firm of independent public accountants that will generate enough cash to make interest, principal, any premium and any other payments on the debt securities of that series on their various due dates;
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•
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there is a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due. Under current U.S. federal tax law, the deposit and our legal release from the debt securities would be treated as though we took back your debt securities and gave you your share of the cash and debt securities or bonds deposited in trust. In that event, you could recognize gain or loss on the debt securities you give back to us;
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we deliver to the trustee a legal opinion of our counsel confirming the tax law change or ruling described above;
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we deliver to the trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent relating to the defeasance have been fulfilled; and
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no Default or Event of Default has occurred and is continuing on the date of the deposit.
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to register the transfer and exchange of debt securities;
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•
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to replace mutilated, destroyed, lost or stolen debt securities;
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to maintain paying agencies; and
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to hold money for payment in trust.
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we deposit in trust for your benefit and the benefit of all other beneficial owners of the debt securities of the same series a combination of money and U.S. government or U.S. government agency notes or bonds in an amount sufficient in the written opinion of a nationally recognized firm of independent public accountants that will generate enough cash to make interest, principal, any premium and any other payments on the debt securities of that series on their various due dates;
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we deliver to the trustee a legal opinion of our counsel confirming that under current U.S. federal income tax law we may make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and instead repaid the debt securities ourselves when due;
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we deliver to the trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent relating to the defeasance have been fulfilled; and
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no Default or Event of Default has occurred and is continuing on the date of the deposit.
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DTC notifies us that it is no longer willing or able to act as a depositary for such Global Note or ceases to be a clearing agency registered under the Exchange Act, and we have not appointed a successor depositary within 90 days of that notice or becoming aware that DTC is no longer so registered or willing or able to act as a depositary;
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an event of default has occurred and is continuing, and DTC requests the issuance of Certificated Notes; or
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we determine not to have the notes represented by Global Notes.
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upon deposit of the Global Notes, DTC will credit the accounts of the Participants designated by the underwriters with portions of the principal amount of the Global Notes; and
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ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).
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any aspect of DTC's records or any Participant's or Indirect Participant's records relating to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or
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any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.
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Underwriter
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Principal Amount
of 20 Notes
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Principal Amount
of 20 Notes
|
Morgan Stanley & Co. LLC
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$
|
| |
$
|
Goldman Sachs & Co. LLC
|
| | | | ||
J.P. Morgan Securities LLC
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| | | | ||
Wells Fargo Securities, LLC
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| | | | ||
Total
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| |
$
|
| |
$
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| |
Paid by
Us
|
|
Per 20 note
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| |
%
|
Per 20 note
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| |
%
|
Total
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$
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Annual Report on Form 10-K for the year ended December 31, 2023, including the information specifically incorporated by reference into the Form 10-K from our definitive proxy statement for our 2024 Annual Meeting of Stockholders;
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•
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Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024; and
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Current Reports on Form 8-K filed on April 18, 2024 (solely to the extent information is provided under Item 8.01 thereof), and June 7, 2024.
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Page
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About this Prospectus
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1
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Prospectus Summary
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2
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Risk Factors
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3
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Forward-Looking Statements
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4
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Use of Proceeds
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5
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Description of Debt Securities
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6
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Certain U.S. Federal Income Tax Considerations
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13
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Plan of Distribution
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21
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Legal Matters
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23
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Experts
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23
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Where You Can Find More Information
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24
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Incorporation by Reference
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24
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the title and ranking of the debt securities (including the terms of any subordination provisions);
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the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities, which may be sold at a discount below their stated principal amount;
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any limit upon the aggregate principal amount of the debt securities;
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the date or dates on which the principal of the securities of the series is payable;
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the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
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the right, if any, to defer payment of interest and the maximum length of any such deferral period;
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the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;
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the period or periods within which, the price or prices at which, and the terms and conditions upon which, we may redeem the debt securities, in whole or in part, at our option;
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any obligation we have to repurchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and the terms and conditions upon which securities of the series shall be repurchased, in whole or in part, pursuant to such obligation;
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the provisions, relating to conversion or exchange of any debt securities of the series into our common stock or other securities or property and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders' option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange;
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the denominations in which the debt securities will be issued, if other than denominations of $1,000, and any integral multiple thereof;
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whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
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the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
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the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made and, if other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
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the manner in which the amounts of payment of principal or premium or interest, if any, on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
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any provisions relating to any security provided for the debt securities;
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any addition to, deletion of, or change in the covenants or Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
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if there is more than one trustee or a different trustee, the identity of the trustee and, if not the trustee, the identity of each security registrar, paying agent or authenticating agent with respect to such debt securities;
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any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and
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whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees.
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we are the surviving corporation or the successor person (if other than us) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and
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immediately after giving effect to the transaction, no Default or Event of Default (as defined below), shall have occurred and be continuing.
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default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);
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default in the payment of principal of any security of that series at its maturity;
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default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 90 days after we receive written notice from the trustee, or we and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of us; and
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any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement.
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that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and
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the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.
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to cure any ambiguity, defect or inconsistency;
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to comply with covenants in the indenture described above under the heading "-Consolidation, Merger and Sale of Assets";
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to provide for uncertificated securities in addition to or in place of certificated securities;
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to add guarantees with respect to debt securities of any series or secure debt securities of any series;
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to surrender any of our rights or powers under the indenture;
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to add covenants or events of default for the benefit of the holders of debt securities of any series;
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to comply with the applicable procedures of the applicable depositary;
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to make any change that does not adversely affect the rights of any holder of debt securities;
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to provide for the issuance of, and establish the form and terms and conditions of debt securities of, any series as permitted by the indenture;
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to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or
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•
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to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.
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reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver;
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reduce the rate of or extend the time for payment of interest (including default interest) on any debt security;
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reduce the principal of, or premium on, or change the fixed maturity of any debt security, or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities;
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reduce the principal amount of discount securities payable upon acceleration of maturity;
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waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
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make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security;
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make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or
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•
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waive a redemption payment with respect to any debt security.
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we may omit to comply with the covenant described under the heading titled "-Consolidation, Merger and Sale of Assets" and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and
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any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series.
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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the written opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities;
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such deposit will not result in a breach or violation of, or constitute a default under the indenture or any other agreement to which we are a party;
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no Default or Event of Default with respect to the applicable series of debt securities shall have occurred or is continuing on the date of such deposit; and
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delivering to the trustee an opinion of counsel to the effect that under current U.S. federal income tax law, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.
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the average exchange rate in effect during the interest accrual period, or portion thereof, within such holder's taxable year (or with respect to an interest accrual period that spans more than one taxable year, at the average exchange rate for the partial period within the taxable year); or
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at such holder's election, at the spot rate of exchange on (i) the last day of the accrual period, or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (ii) the date of receipt, if such date is within five business days of the last day of the accrual period or taxable year.
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increased by any amounts includible in income by the holder as original issue discount ("OID") and market discount (each as described below); and
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reduced by any amortized premium and any payments other than payments of qualified stated interest (each as described below) made on such debt security.
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calculating the amount of OID allocable to each accrual period in the specified currency using the constant-yield method described above; and
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translating the amount of the specified currency so derived at the average exchange rate in effect during that accrual period (or, with respect to an interest accrual period that spans more than one taxable year, at the average exchange rate for each partial period), or, at the United States Holder's election (as described above under "Payments of Interest and Accruals"), at the spot rate of exchange on (i) the last day of the accrual period, or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (ii) on the date of receipt, if such date is within five business days of the last day of the accrual period.
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the Non-United States Holder does not, directly or indirectly, actually or constructively own 10% or more of the total combined voting power of all classes of our stock entitled to vote;
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the Non-United States Holder is not a "controlled foreign corporation" for U.S. federal income tax purposes that is related to us, actually or by attribution, through stock ownership;
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the Non-United States Holder is not a bank receiving the interest pursuant to a loan agreement entered into in the ordinary course of the Non-United States Holder's trade or business; and
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either (i) the Non-United States Holder certifies under penalties of perjury on IRS Form W-8BEN or W-8BEN-E, as applicable, or an applicable successor form that it is not a "U.S. person" (as defined in the Code), and provides its name, address and certain other required information or (ii) a securities clearing organization, bank or other financial institution that holds customers' securities in the ordinary course of its trade or business and holds the debt securities on behalf of the Non-United States Holder certifies under penalties of perjury that the certification referred to in clause (i) has been received from the Non-United States Holder or an intermediate financial institution and furnishes to us or the applicable paying agent a copy thereof.
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the gain is effectively connected with the Non-United States Holder's conduct of a trade or business within the United States (and, if a treaty applies, is attributable to a permanent establishment maintained by the Non-United States Holder in the United States), in which case the Non-United States Holder generally will be subject to U.S. federal income tax in the manner described below under "-Effectively Connected Income"; or
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the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of the sale or other disposition, and certain other conditions are met, in which case the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30% (unless a lower treaty rate applies) on the amount by which its U.S. source capital gains exceed its U.S. source capital losses.
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through underwriters;
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through dealers;
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through agents;
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directly to purchasers; or
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through a combination of any of these methods of sale.
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at a fixed price or prices that may be changed from time to time;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
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the name of the agent or any underwriters;
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the public offering or purchase price;
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any discounts and commissions to be allowed or paid to the agent or underwriters;
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all other items constituting underwriting compensation;
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any discounts and commissions to be allowed or paid to dealers; and
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any exchanges on which the securities will be listed.
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the purchase by an institution of the securities covered under that contract shall not at the time of delivery be prohibited under the laws of the jurisdiction to which that institution is subject; and
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if the securities are also being sold to underwriters acting as principals for their own account, the underwriters shall have purchased such securities not sold for delayed delivery.
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our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on January 26, 2024;
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the information incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2023 from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 18, 2024;
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our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, filed with the SEC on April 22, 2024, and June 30, 2024, filed with the SEC on July 19, 2024; and
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our Current Reports on Form 8-K filed with the SEC on April 18, 2024 (solely to the extent information is provided under Item 8.01 thereof), and June 7, 2024.
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