Netflix, Inc.
100 Winchester Circle
Los Gatos, California 95032
(408) 540-3700
December 17, 2009
Via EDGAR
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: | Amanda Ravitz |
J. Nolan McWilliams |
Re: | Supplemental Letter With Respect to Netflix, Inc.’s Registration Statement on Form S-4 (File No. 333-163466) |
Dear Ladies and Gentlemen:
Netflix, Inc., a Delaware corporation (the “Issuer”), is registering the exchange offer (the “Exchange Offer”) of $200,000,000 principal amount of the Company’s 8.50% Senior Notes due 2017 (the “Original Notes”) issued in a private placement in November 2009 for $200,000,000 principal amount of registered 8.50% Senior Notes due 2017 (the “Exchange Notes”) pursuant to its Registration Statement on Form S-4 (the “Registration Statement”) in reliance on the staff of the Securities and Exchange Commission’s position enunciated inExxon Capital Holdings Corporation (available May 13, 1988),Morgan Stanley & Co. Incorporated(available June 5, 1991) andShearman & Sterling(available July 2, 1993). The Issuer represents as follows:
1. | The Issuer has not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the Exchange Notes and to the best of the Issuer’s information and belief, each person (including any broker-dealer) participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes. |
2. | The Issuer will make each person (including any broker-dealer) participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the Exchange Notes (a) could not rely on the staff position enunciated inExxon Capital Holdings Corporation(available May 13, 1988) or similar letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. |
Securities and Exchange Commission
December 17, 2009
Page 2
3. | The Issuer acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the securityholder information required by Item 507 of Regulation S-K under the Securities Act. |
4. | The Issuer will make each person (including any broker-dealer) participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act (as described inShearman & Sterling(available July 2, 1993)) in connection with any resale of such Exchange Notes. |
5. | The Issuer will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer the following additional provisions: |
(a) | Each exchange offeree (including any broker-dealer) acknowledges that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. |
(b) | If the exchange offeree is a broker-dealer holding Original Notes acquired for its own account as a result of market making activities or other trading activities, an acknowledgment that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in exchange for the Original Notes pursuant to the Exchange Offer; and a statement to the effect that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. |
Securities and Exchange Commission
December 17, 2009
Page 3
The Issuer will commence the Exchange Offer for the Original Notes when the Registration Statement is declared effective by the Securities and Exchange Commission. The Exchange Offer will remain in effect for a limited time and will be conducted by the Issuer in compliance with the Securities Exchange Act of 1934, as amended, and any applicable rules and regulations thereunder.
Very truly yours, | ||||
NETFLIX, INC. | ||||
By: | /s/ BARRY MCCARTHY | |||
Name: | Barry McCarthy | |||
Title: | Chief Financial Officer |