IAC/INTERACTIVECORP (NASDAQ:IAC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Indenture
On December4, 2017, 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 $450 million aggregate principal amount of 5.000% senior notes due 2027 (the “Notes”) by way of private offering of the Notes by Match.
The information set forth under Item 2.03 is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On December4, 2017, Match satisfied and discharged its obligations under the indenture, dated as of November16, 2015, between Match, as issuer, and Computershare Trust Company, N.A., as trustee (the “Trustee”), by irrevocably depositing with the Trustee funds sufficient to redeem in full approximately $445.2 million aggregate principal amount of its 6.750% Senior Notes due 2022 on December17, 2017.
Item 2.03 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 December4, 2017, Match issued $450 million in aggregate principal amount of Notes, with gross proceeds from the offering of approximately $445.6 million. The proceeds from the issuance of the Notes, together with cash on hand, were used to redeem Match’s existing senior notes due 2022, and to pay accrued interest and expenses associated with the redemption.
The Notes accrue interest at a rate of 5.000% per year from the date of issuance, until maturity or earlier redemption. Interest on the Notes is payable on June15 and December15 of each year, commencing on June15, 2018. The Notes mature on December15, 2027.
At any time prior to December15, 2022, 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.” At any time on or after December15, 2022, the Notes are redeemable at Match’s option, in whole or in part, at specified redemption prices, together with accrued and unpaid interest (if any) to the date of redemption. In addition, at any time prior to December15, 2020, 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 105.000% of the principal amount of the Notes, together with accrued and unpaid interest (if any) to the date of redemption. Lastly, Match will be required to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to the purchase date, upon the occurrence of specific kinds of change of control triggering events.
The Notes are unsecured unsubordinated 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, and as amended August14, 2017, among Match, as borrower, the lenders party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent and the other parties thereto.
