SEC Filings

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) September 14, 2009

BLOCKBUSTER INC.

(Exact Name of Registrant as Specified in Its Charter)

(214) 854-3000

(Registrant’s telephone number, including area code)

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:

Item 7.01 Regulation FD Disclosure

On September 14, 2009, Blockbuster Inc. (the “Company”) announced its intention to implement a proposed amendment of its credit agreement and an extension of its Term Loan B Facility (“Term Loan B”).

The amendment to our credit agreement is expected to, among other things: (i) extend the final maturity of a portion of our Term Loan B from lenders electing to extend from August 20, 2011 to May 31, 2012; (ii) increase the applicable margin for the interest rate with respect to the extended Term Loan B; (iii) permit the divestiture of non-core international assets and planned store closures; (iv) permit the issuance of senior secured notes and the grant of security interests in the collateral for the senior secured notes; (v) add prepayment requirements with respect to the extended Term Loan B in connection with certain asset sales; (vi) amend certain financial maintenance covenants; and (vii) reduce the quarterly mandatory amortization payments of the extended Term Loan B as compared to the non-extended Term Loan B.

A lender under the Term Loan B that does not consent to the amendment will continue to be a lender under the Term Loan B but will not be subject to the extension of the maturity, lower mandatory amortization payments and the increased interest rates and the prepayment requirements in connection with certain asset sales as provided in the amendment.

The Company is furnishing additional materials herewith to disclose this information pursuant to Regulation FD.

In accordance with general instruction B.2 to Form 8-K, the information in this Form 8-K under Item 7.01 (Regulation FD Disclosure), including the materials furnished as an exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

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.

EXHIBIT INDEX

We continue to focus on portfolio optimization opportunities by closing unprofitable stores and refocusing efforts to improve 4-wall profitability # stores Annual loss aversion Lease Termination Costs 2009 Normal Closures 280-300 $10 - 2009 Accelerated Closures 300-385 13 ($39) 2010 Normal Store Closures 100-125 3 - 2010 Accelerated Store Closures 130-150 4 (21) Total Stores Closures 810-960 $30 ($60) Revenue Transfer¹ $20-$30 Total Annual EBITDA Impact $50-$60 Stores w/additional lease mitigation/termination efforts 275-300 Stores that may be converted to outlets 250-300 Total store closures and other actions 1,335-1,560 Domestic Store Portfolio Overview Store Portfolio Indicators for LTM period ending July 5, 2009 Stores By-Mail Digital Vending Note: Store financial figures reflect inclusion of allocated chain-wide adjustments; excludes allocation of field management costs 1 Assumes 25% of closed store revenue is transferred to existing stores Measures to Address Underperformers 2009 & 2010 store closures will also produce a 1-time net working capital benefit of $26M 80% 30% (10%) Core Profitable non-core Unprofitable Percentage of Store EBITDA Percentage of Stores 35% 47% 18% Avg. Store Revenue:         Avg. Store Gross Profit:   Avg. Store EBITDA:            Total Core Exhibit 99.1 These materials are not to be printed, downloaded or distributed. These materials are only available to QIBs and non-US persons $756K $932K $414K $520K $69K $158K

Strictly Private and Confidential: These materials are not to be printed, downloaded or distributed Continuing Transformation to a Multi-Channel Brand Blockbuster’s mission is to become the preferred choice for convenient access to media entertainment - Anytime, Anywhere Future State Smaller overall store base (average store lease is 2.5 years) Fewer large stores, more smaller urban locations Delivering broader customer experience 3,750 company-operated stores 606 franchised stores Heavy focus on film Competitors:  Hollywood, Movie Gallery Major market presence Profitability enhanced by product distribution synergies with stores 497 current units 2,500 units by year end, 10,000 by mid- 2010 License model Competitors:  Redbox Presence in nearly every connected device High-quality entertainment experience Large digital library including new releases Emerging digital platform Embedded in millions of living rooms through Samsung, TiVo and others Competitors:  Apple, Amazon.com, Comcast, TimeWarner 1.6M subscribers Moderate multi-channel integration Profitable Competitors:  Netflix Growing subscriber base Highly profitable Present State Channels Capital Intensity High -Moderate Low Minimal Moderate Exhibit 99.2