MATCH GROUP, INC. (NASDAQ:MTCH) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
Unregistered Sales of Equity Securities.
Under the terms of the Employee Matters Agreement dated as of November 24, 2015, by and between IAC/InterActiveCorp (“IAC”) and Match Group, Inc. (the “Company”), as amended effective as of April 13, 2016 (the “Employee Matters Agreement”), IAC may cause certain equity awards of the Company to be settled in shares of IAC common stock, par value $0.001 (“IAC Common Stock”) and cause the Company to reimburse IAC for the cost of such shares of IAC Common Stock by issuing shares of Company common stock, par value $0.001 (“Company Common Stock”) to IAC.
On August 9, 2017, 7,564,428 shares of Company Common Stock were issued to IAC following IAC’s election to cause the Company to settle certain recent exercises of Company equity awards related to the settlement of the Tinder equity plan in IAC Common Stock. Had IAC not exercised this right, substantially the same number of shares of Company Common Stock would have been issued directly to holders of the underlying Company equity awards.
The issuances of Company Common Stock described above did not involve any underwriters or public offerings and the Company believes that such issuances were exempt from the registration requirements of the Securities Act of 1933, as amended, to Section 4(a)(2) of such act.
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Item 7.01. |
Regulation FD Disclosure. |
In connection with the exercises of certain of the Company equity awards referenced above, the Company has made cash payments of $414.2 million to cover both withholding taxes paid on behalf of the exercising employees and the after-tax value of a portion of such exercised awards. The cash settlement of a portion of such exercised awards was negotiated among the Company and the exercising parties and was not an original term of the underlying awards. As a result of the net settlement of the exercised awards, including the settlement of a portion of such awards in cash, the number of Match Group common shares that would have been issued upon exercise of Company equity awards was reduced by approximately 22.0 million Match Group common shares. In addition, we expect a reduction in future corporate income taxes by virtue of the corporate income tax deduction we will recognize based on the intrinsic value of the awards exercised, although the timing of the realization of the cash benefit of the income tax deduction may be delayed because it is dependent upon the amount and timing of future taxable income and the timing of estimated tax payments.
About MATCH GROUP, INC. (NASDAQ:MTCH)
Match Group, Inc. is a provider of dating products. The Company operates in two segments: Dating and Non-dating. Its Dating segment provides dating products and the Company’s Non-dating segment provides various education services, including test preparation, academic tutoring and college counseling services. It operates The Princeton Review, which provides various educational test preparation, academic tutoring and college counseling services. The Princeton Review includes Tutor.com and The Princeton Review. The Company operates a portfolio of over 45 brands, including Match, OkCupid, PlentyOfFish, Tinder, Meetic, Twoo, OurTime, BlackPeopleMeet and FriendScout24, each designed to manage its users’ likelihood of finding a romantic connection. Through its portfolio of brands, it provides tailored products to meet the varying preferences of its users. It offers its dating products in approximately 38 languages across over 190 countries.
