IAC/INTERACTIVECORP (NASDAQ:IAC) Files An 8-K Entry into a Material Definitive Agreement

IAC/INTERACTIVECORP (NASDAQ:IAC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Indenture

On February15, 2019, Match Group,Inc. (“Match”), a majority-owned, publicly traded subsidiary of IAC/InterActiveCorp (the “Company”), entered into an indenture, between Match and Computershare Trust Company, N.A., as trustee (the “Indenture”), in connection with the issuance of $350million aggregate principal amount of 5.625% senior notes due 2029 (the “Notes”) by way of a private offering of the Notes by Match.

The information set forth under Item 1.01 is incorporated herein by reference.

Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated herein by reference.

Issuance of Notes

On February15, 2019, Match issued $350 million in aggregate principal amount of Notes, with gross proceeds from the offering of approximately $350 million. The proceeds from the issuance of the Notes will be used to repay borrowings under Match’s existing revolving credit facility, to pay expenses associated with this offering and for general corporate purposes.

The Notes accrue interest at a rate of 5.625% per year from the date of issuance, until maturity or earlier redemption. Interest on the Notes is payable on February15 and August15 of each year, commencing on August15, 2019. The Notes mature on February15, 2029.

At any time prior to February15, 2024, Match has the option to redeem the Notes, in whole or in part, at a redemption price equal to 50% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption and a “make-whole premium.” The Notes are redeemable at Match’s option, in whole or in part, at any time on or after February15, 2024, at specified redemption prices, together with accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to February15, 2022, Match may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 105.625% of the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date of redemption. Under the terms of the Notes, certain change of control triggering events will require the Company to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date.

The Notes are unsubordinated unsecured obligations of Match, rank equally in right of payment with all of Match’s existing and future unsecured and unsubordinated debt and are structurally subordinated to the debt of Match’s subsidiaries. The Notes are effectively subordinated to Match’s secured debt, including debt under that certain credit agreement, dated as of October7, 2015, as amended and restated on November16, 2015, as amended December16, 2015, as amended December8, 2016, as amended August14, 2017, and as amended December7, 2018, among Match, as borrower, the lenders party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the extent of the value of the assets securing such debt.

The Indenture contains certain covenants that restrict the ability of Match and its restricted subsidiaries to, among other things: (i)create liens on certain assets and (ii)consolidate, merge, sell or otherwise dispose of all or substantially all of Match’s assets. At any time when the Notes are rated investment grade by both Moody’s and Standard& Poor’s and no default or event of default (both as defined in the Indenture) has occurred and is continuing under the Indenture, Match and its subsidiaries will not be subject to the covenant requiring future note guarantors.

If an event of default (as defined in the Indenture) occurs and is continuing (other than specified events of bankruptcy or insolvency with respect to Match or a significant subsidiary), the trustee under the Indenture or the