Angies List,Inc. (NASDAQ:ANGI) Files An 8-K Entry into a Material Definitive Agreement

on the Angies List businesses (in the case of the obligation of
the IAC parties to complete the transactions) and HomeAdvisor
businesses (in the case of the obligations of Angies List to
complete the transactions), and (4) the receipt of opinions
from each partys legal counsel with respect to the federal
income tax treatment of certain aspects of the transaction.
Angies Lists obligation to complete the Merger is further
conditioned on the Contribution and the issuance of NewCo Class
B common stock to IAC having been completed in accordance with
the Contribution Agreement (as defined below).

The Merger Agreement further provides certain termination
rights for Angies List and IAC, including if (1) the Merger has
not been consummated on or prior to February 1, 2018 (the
End Date), (2) Angies List stockholders fail to approve
the Merger, (3) an injunction or legal prohibition against the
transactions contemplated by the Merger Agreement becomes final
and non-appealable, or (4) an IAC party or Angies List breaches
the Merger Agreement in a manner that cannot be cured by the
End Date or is not cured within 20 business days of receipt of
notice. In certain circumstances, Angies List has the right to
terminate the Merger Agreement to enter into a definitive
agreement providing for a Superior Proposal after compliance
with the procedures specified in the Merger Agreement,
including the right of IAC to propose changes to the Merger
Agreement to the Angies List board of directors. If the Merger
Agreement (1) is terminated by Angies List to enter into
another agreement providing for a Superior Proposal or (2) is
terminated by IAC because the board of directors of Angies List
changes its recommendation in favor of the Merger, a
termination fee of $20 million will be payable by Angies List
to IAC. The termination fee will also be payable by Angies List
to IAC if the Merger Agreement is terminated based on a failure
of the Angies List stockholders to approve the Merger or the
failure of the Merger to have occurred before the End Date or
if IAC terminates the Merger Agreement based on an uncured
material breach of covenants or other obligations by Angies
List and, in each case, both (a) an alternative proposal to
acquire at least 50% of Angies List common stock or assets is
publicly disclosed or has been privately made to the Angies
List board of directors and not withdrawn by the date specified
in the Merger Agreement in relation to the termination of the
Merger Agreement and (b) within nine months of such
termination, Angies List enters into a definitive agreement
providing for a transaction involving the acquisition of at
least 50% of Angies List common stock or assets or consummates
such a transaction.

The Merger Agreement provides that the initial board of
directors of NewCo will consist of ten directors, with six
directors designated by IAC, two independent directors
designated by IAC and two directors selected by Angies List
from the Angies List board of directors (to include Angie R.
Hicks and Thomas R. Evans, if they continue to be able and
willing to serve). The Chairman of the NewCo board will be Joey
Levin, the current Chief Executive Officer of IAC, and the
Chief Executive Officer of NewCo will be Chris Terrill, the
current Chief Executive Officer of HomeAdvisor, Inc.

The summary of the Merger Agreement in this Current Report on
Form 8-K is qualified by reference to the full text of the
Merger Agreement, which is included as Exhibit 2.1 to this
Current Report on Form 8-K and incorporated herein by
reference.

The Merger Agreement has been attached as an exhibit to this
report to provide investors and security holders with
information regarding its terms. It is not intended to provide
any other financial information about Angies List, IAC, NewCo,
Merger Sub, or their respective subsidiaries and affiliates.
The representations, warranties and covenants contained in the
Merger Agreement were made only for purposes of that agreement
and as of specific dates, are solely for the benefit of the
parties to the Merger Agreement, may be subject to limitations
agreed upon by the parties, including being qualified by
confidential disclosures made for the purposes of allocating
contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts, and may be
subject to standards of materiality applicable to the parties
that differ from those applicable to investors. Investors
should not rely on the representations, warranties or covenants
or any description thereof as characterizations of the actual
state of factors or conditions of Angies List, IAC, NewCo,
Merger Sub, their respective subsidiaries and affiliates, or
the HomeAdvisor businesses. In addition, such representations
and warranties (1) will not survive the Effective Time, unless
otherwise specified in the Merger Agreement, and (2) were made
only as of the date of the Merger Agreement or such other date
as is specified in the Merger Agreement. Moreover, information
concerning the subject matter of the representations,
warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not
be fully reflected in public disclosures by Angies List, IAC,
NewCo or their respective subsidiaries and affiliates. The
Merger Agreement should not be read alone, but should instead
be read in conjunction with the other information regarding
Angies List, IAC, NewCo, or their respective subsidiaries and
affiliates, the Merger Agreement and the transactions
contemplated therein that will be contained in, or incorporated
by reference into, the registration statement on Form S-4 that
will include a proxy statement of Angies List and a prospectus
of NewCo, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K
and other filings that each of Angies List, IAC and NewCo make
with the SEC.

The Contribution Agreement

The Merger Agreement provides for IAC and NewCo to enter into a
contribution agreement (the Contribution Agreement)
immediately prior to the closing of the transactions, whereby
IAC will separate IACs HomeAdvisor business from

IACs other businesses and cause the HomeAdvisor business
including its assets and liabilities to be transferred to NewCo
prior to the Effective Time. In exchange for the HomeAdvisor
business and cash to fund the aggregate Cash Consideration
payable in the Merger, NewCo will issue to IAC shares of Class
B common stock of NewCo.

The summary of the Contribution Agreement included in this
Current Report on Form 8-K is qualified in its entirety by
reference to the full text of the Contribution Agreement
attached as Exhibit F to the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Investor Rights Agreement

The Merger Agreement provides for IAC and NewCo to enter into
an investor rights agreement (the Investor Rights
Agreement) immediately prior to the closing of the
transactions, which will provide IAC with customary demand and
piggyback registration rights relating to shares of NewCo
common stock as well as certain anti-dilution protections with
respect to stock in NewCo. The Investor Rights Agreement
further will provide that IAC will retain the right to nominate
a certain number of NewCo directors corresponding to its degree
of economic and voting interest in NewCo. Additionally, until
and excluding the annual meeting of NewCo stockholders to be
held in 2020, the two NewCo directors selected from the Angies
List board of directors will, if able and willing, continue to
serve on the NewCo board, and IAC will not effect any squeeze
out transaction under Section 253 of the Delaware General
Corporation Law without obtaining the prior approval of a
committee of independent directors of NewCo, and certain other
provisions related to the foregoing shall continue in effect
during such period.

The summary of the Investor Rights Agreement included in this
Current Report on Form 8-K is qualified in its entirety by
reference to the full text of the Investor Rights Agreement
attached as Exhibit E to the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Tax Sharing Agreement

The Merger Agreement provides for IAC and NewCo to enter into a
tax sharing agreement (the Tax Sharing Agreement)
immediately prior to the closing of the transactions, which
provides that, with respect to any consolidated or combined tax
return including both IAC and NewCo entities, NewCo will
generally be responsible for the taxes that NewCo and its
subsidiaries would have owed on a standalone basis. The Tax
Sharing Agreement further provides that NewCo will generally be
responsible for adjustments to the historic tax liabilities of
the HomeAdvisor entities. The Tax Sharing Agreement also
requires NewCo to take any action reasonably requested by IAC
to consummate a tax-free distribution of NewCos stock by IAC to
its stockholders (a Distribution), and contains
customary covenants and indemnification provisions that apply
in the event of a Distribution (including limitations on
certain actions by NewCo during the two-year period following a
Distribution).

The summary of the Tax Sharing Agreement included in this
Current Report on Form 8-K is qualified in its entirety by
reference to the full text of the Tax Sharing Agreement
attached as Exhibit J to the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Employee Matters Agreement

The Merger Agreement provides for IAC and NewCo to enter into
an employee matters agreement (the Employee Matters
Agreement) immediately prior to the closing of the
transactions, which will provide that NewCo will retain all
liabilities associated with current and former employees of,
and employee benefit plans maintained by, the HomeAdvisor
business, Angies List and NewCo. The Employee Matters Agreement
also will provide that, among other things, (1) following the
Effective Time, NewCos employees will participate in IACs
employee benefit plans, the cost of which will be reimbursed by
NewCo, (2) HomeAdvisor equity awards held by current or former
HomeAdvisor employees will be converted into corresponding
awards with respect to NewCo Class A common stock and otherwise
retain the same terms and conditions as applied prior to the
conversion, (3) NewCo will reimburse IAC for the cost of any
IAC equity awards held by NewCo employees and former employees
(either in cash or by issuing additional shares of NewCo Class
B common stock), and (4) IAC may elect to cause stock-settled
equity awards in certain HomeAdvisor subsidiaries to be settled
in either shares of IAC common stock or in shares of NewCo
Class A common stock, and NewCo will reimburse IAC for the cost
of additional shares of IAC common stock so issued (either in
cash or by issuing additional shares of NewCo Class B common
stock).

The summary of the Employee Matters Agreement included in this
Current Report on Form 8-K is qualified in its entirety by
reference to the full text of the Employee Matters Agreement
attached as Exhibit G to the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Services Agreement

The Merger Agreement provides for IAC and NewCo to enter into a
customary services agreement (the Services Agreement)
immediately prior to the closing of the transactions, to which
IAC will provide certain of the services that it has
historically provided to the HomeAdvisor business to NewCo. The
scope and term of such services will be determined on a
service-by-service basis and the fees associated with the
provision of these services will be calculated based on NewCos
use of IACs human resources and facilities.

The summary of the Services Agreement included in this Current
Report on Form 8-K is qualified in its entirety by reference to
the full text of the Services Agreement attached as Exhibit I
to the Merger Agreement, which is included as Exhibit 2.1 to
this Current Report on Form 8-K and incorporated herein by
reference.

Intercompany Loan Agreement

The Merger Agreement provides for IAC and NewCo to enter into
one or more intercompany loan agreements (each, an
Intercompany Loan Agreement) immediately prior to the
closing of the transactions, to which IAC will provide the
funds necessary at the Effective Time to repay the outstanding
balance under Angies Lists existing credit agreement. NewCo and
its subsidiaries may also request further advances from IAC
following Effective Time to cover general corporate purposes
such as the provision of working capital, which IAC in its
discretion may agree to provide on the terms set forth in an
Intercompany Loan Agreement.

The summary of the Intercompany Loan Agreement included in this
Current Report on Form 8-K is qualified in its entirety by
reference to the full text of the Intercompany Loan Agreement
attached as Exhibit H to the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

* Schedules have been omitted to Item 601(b)(2) of Regulation
S-K. Angies List hereby undertakes to furnish supplementally
copies of any of the omitted schedules upon request by the U.S.
Securities and Exchange Commission.

Cautionary Statement Regarding Forward-Looking
Information

This communication may contain forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. The use of words such as anticipates, estimates,
expects, plans and believes, among others, generally identify
forward-looking statements. These forward-looking statements
include, among others, statements relating to: Angies Lists
and/or NewCos future financial performance, Angies Lists and/or
NewCos business prospects, strategy and anticipated trends in
the industries in which Angies Lists and/or NewCos businesses
operate, or will operate, and other similar matters. These
forward-looking statements are based on managements current
expectations and assumptions about future events, which are
inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. Actual results
could differ materially from those contained in these
forward-looking statements for a variety of reasons. As
forward-looking statements involve significant risks and
uncertainties, caution should be exercised against placing
undue reliance on such statements. In light of these risks and
uncertainties, these forward-looking statements may not prove
to be accurate. Accordingly, you should not place undue
reliance on these forward-looking statements.

In addition to factors previously disclosed in Angies Lists and
IACs reports filed with the SEC and those identified elsewhere
in this communication, the following factors, among others,
could cause actual results to differ materially from
forward-looking statements and historical performance: (1)the
occurrence of any event, change or other circumstances that
could give rise to right of one or both of the parties to
terminate the Merger Agreement; (2)the outcome of any legal
proceedings that may be instituted against Angies List,IAC,
NewCo or Merger Sub; (3)the failure to obtain the necessary
stockholder approval or to satisfy any of the other conditions
to the proposed transactions on a timely basis or at all;
(4)the possibility that the anticipated benefits of the
proposed transactions are not realized when expected or at all,
including as a result of the impact of, or problems arising
from, the integration of Angies List and the HomeAdvisor
business or as a result of changes in the economy and
competitive factors in the areas where Angies List and the
HomeAdvisor business do business;

(5)the possibility that the proposed transactions may be more
expensive to complete than anticipated, including as a result
of unexpected factors or events; (6)diversion of managements
attention from ongoing business operations and opportunities;
(7)potential adverse reactions or changes to business or
employee relationships, including those resulting from the
announcement or completion of the proposed transactions;
(8)changes in asset quality and credit risk; (9)the potential
liability for a failure to meet regulatory requirements;
(10)potential changes to tax legislation; (11) the potential
effect of the announcement of the proposed transactions or
consummation of the proposed transactions on relationships,
including with employees, customers and competitors; (12) the
ability to retain key personnel; and (13) changes in local,
national and international financial market, insurance rates
and interest rates. Forward looking statements speak only as of
the date they are made and Angies List,IAC and NewCo do not
intend, and undertake no obligation, to update any
forward-looking statement.

Important Additional Information

Investors and security holders are urged to carefully review
and consider each of Angies Lists,IACs and NewCospublic filings
with the SEC, including but not limited to, if applicable,
their Annual Reports on Form10-K, their proxy statements, their
Current Reports on Form8-K and their Quarterly Reports on
Form10-Q. The documents filed by Angies List with the SEC may
be obtained free of charge at Angies Lists website at
http://www.investor.angieslist.com or at the SECs
website at https://www.sec.gov. These documents may
also be obtained free of charge from Angies List by requesting
them in writing to Investor Relations, Angies List,Inc., 1030
East Washington Street,Indianapolis,Indiana 46202, or by
telephone at 1-888-888-5478.

The documents filed by IAC and NewCo with the SEC may be
obtained free of charge at IACs website at
http://www.iac.com or at the SECs website at
https://www.sec.gov. These documents may also be
obtained free of charge from IAC by requesting them in writing
to IAC Investor Relations, 555 West 18th Street, New York, NY
10011, or by telephone at 1-212-314-7400.

In connection with the proposed transaction, NewCo intends to
file a registration statement on FormS-4 with the SEC that will
include a proxy statement of Angies List and a prospectus of
NewCo, and each party will file other documents regarding the
proposed transaction with the SEC. Before making any
voting or investment decision, investors and security holders
of Angies List are urged to carefully read the entire
registration statement and proxy statement/prospectus, when
they become available, as well as any amendments or supplements
to these documents and any other relevant documents filed with
the SEC, because they will contain important information about
the proposed transaction. A definitive proxy
statement/prospectus will be sent to the stockholders of Angies
List seeking the required stockholder approval. Investors and
security holders will be able to obtain the registration
statement and the proxy statement/prospectus free of charge
from the SECs website or from Angies List or IAC as described
in the paragraphs above.

Participants in the Solicitation

Angies List,IAC, NewCo and certain of their directors and
executive officers may be deemed participants in the
solicitation of proxies from Angies Lists stockholders in
connection with the proposed transactions. Information about
the directors and executive officers of the Company is set
forth in its proxy statement for its 2017 annual meeting of
stockholders, which was filed with the SEC on April28, 2017,
its annual report on Form10-K for the fiscal year ended
December31, 2016, which was filed with the SEC on February21,
2017, and in subsequent documents filed with the SEC, each of
which can be obtained free of charge from the sources indicated
above. Information about the directors and executive officers
of Angies List is set forth in the definitive proxy statement
for IACs 2017 annual meeting of stockholders, as previously
filed with the SEC on May1, 2017. Angies List stockholders may
obtain additional information regarding the interests of such
participants by reading the registration statement and the
proxy statement/prospectus when they become available. Free
copies of these documents may be obtained as described in the
paragraphs above.

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: May 2, 2017

EXHIBIT INDEX

* Schedules have been omitted