The new plan “is intended to protect Netflix and its stockholders” from a takeover effort that the board believes would not “enable all stockholders to realize the long-term value of their investment in Netflix,” the company says this morning. But it adds that the effort would not interfere with a business deal that’s approved by the board. The terms appear to be specifically designed to block corporate raider Carl Icahn, who disclosed last week that he owns stock and options equal to 9.98% of Netflix. It would essentially enable the company to flood the market with shares to dilute any additional purchases he makes. Specifically, Netflix would give those owning stock as of November 2 a collection of rights equal to the number of shares they already own. Each right would give the owner the ability to buy one one-thousandth of a share of a new series of preferred stock at an exercise price of $350 per right. These new rights would become exercisable once an individual (say, Icahn) owns at least 10%, or an institutional investor acquires 20%, of Netflix’s stock without the board’s approval. The rights will expire on November 2, 2015 if they haven’t been redeemed.
Related:
Carl Icahn Calls Netflix Defense An Example Of “Poor Corporate Governance”
Does Carl Icahn Know What To Do To Shake Up Netflix?
Netflix already had several weapons in its arsenal to prevent Icahn from waging a hostile effort to buy the company, or launching a proxy fight to take control of its board. The company’s staggered elections mean that only a third of the directors are replaced each year. Netflix doesn’t allow shareholders to call a special election to pick new directors. Netflix also already has a poison pill that would enable the board to issue up to 10M preferred shares. What’s more, corporate law in Delaware, where Netflix is incorporated, bars companies from combining with a holder of more than 15% of its stock unless the holder has had the shares for at least three years — unless the board approves the transaction.


Good for Netflix for taking the steps to protect themselves. But don’t think this is the end. Carl Icahn is intent on buying his son Brett an entertainment company to run and will not stop until he does.
Was thinking the same exact thing. First Daddy went shopping at Lion’s Gate, now this. Odious.
As poorly as any company may be doing, Icahn brings nothing good and will spell the end.
It won’t matter if Neflix tries to protect itself from Carl Icahn. They need to protect themselves from their own blunders. Been a customer for over 7 years, and lately have been reducing my service from 4 blue ray dvds and streaming to 2 blue ray movies because: 1) they send non blue ray movies lower in my queue on weekends, and 2) failure to send my number 1 queue dvd for over two months. My next reduction is to totally cancel the service. When movies show up on HBO or Showtime before I get a requested movie it is time to end the service.
Has Carl Icahn ever actually improved a company with one of his bear-hug investments? Or is he just a greenmailer?
A very poor explanation of the poison pill. A right to buy a new, undefined series of pref’d stock at $350,000 per pref’d share isn’t much poison at all (where’s the dilution in that)?
What you described is only the initial prerequisite for a so-called “flip-over” pill. Once the “rights” are triggered (at the 10% threshold), the rights are active and unredeemable by Netflix’s board after some short grace period. After that, nothing happens until Icahn acquires 50% or more of the company and wants to do a “take out” merger or sale, that will effectively squeeze out the remaining minority shareholders. In such a transactions, those “rights” (which are not exercisable by the entity that triggered them) convert into an option to buy the acquiring company’s stock at a 50% discount. The dilution that occurs is actually on the acquirer’s entity.
Netflix’s pill also has a “flip-in” provision, which is actually much more potent. These “rights” would also be triggered at some threshold (10% probably), and they will entitle the NFLX shareholders (to the exclusion of the rights triggerer, Icahn) to purchase NFLX shares at a 50% discount. That is the direct dilution of NFLX stock that you were probably trying to get at.
It’s always amazed me how both Hollywood and the Investment Community sees nothing wrong with killing the Golden Goose…