Match Group Completes Exchange Offer and Consent Solicitation for IAC 4.75% Senior Notes Due 2022 and Closes $800 Million Term Loan Facility; IAC Terminates Tender Offer and Consent Solicitation for its 4.875% Senior Notes due 2018

Nov 16, 2015, 16:16 ET from IAC

NEW YORK, Nov. 16, 2015 /PRNewswire/ -- IAC/InterActiveCorp ("IAC") and Match Group, Inc. ("Match Group"), a wholly-owned subsidiary of IAC, announced today that Match Group has successfully completed its previously announced offer to exchange (the "Exchange Offer") any and all of the outstanding 4.75% Senior Notes due 2022 issued by IAC ("IAC 2022 Notes") (CUSIP No. 44919PAC6) for new 6.75% Senior Notes due 2022 issued by Match ("New Match Notes").  In conjunction with the Exchange Offer, Match Group solicited consents (the "Exchange Consent Solicitation") from Eligible Holders of IAC 2022 Notes to certain proposed amendments to the indenture under which the IAC 2022 Notes were issued that will eliminate substantially all restrictive covenants and certain events of default and other provisions of the indenture.  In connection therewith, IAC announced that proposed amendments to the indenture governing the IAC 2022 Notes have become effective.

IAC also announced that it has terminated its previously announced offer to purchase for cash (the "Tender Offer") a portion of its outstanding 4.875% Senior Notes due 2018 (the "IAC 2018 Notes") (CUSIP Nos. 44919PAD4, 44919PAF9 and U44268AB3) and the related solicitation of consents (the "Tender Consent Solicitation") from registered holders of the IAC 2018 Notes to proposed amendments that would have eliminated substantially all restrictive covenants and certain events of default and other provisions under the indenture governing the IAC 2018 Notes.  In connection therewith, IAC announced that proposed amendments to the indenture governing the IAC 2018 Notes will not become effective.

At the expiration of the Exchange Offer and the Tender Offer at 11:59 p.m., New York City time, on November 13, 2015, Global Bondholder Services Corporation, the information agent for the offers, advised IAC and Match Group that approximately $445.3 million, or 89.1%, of the outstanding IAC 2022 Notes were validly tendered.  Match Group accepted for exchange all IAC 2022 Notes validly tendered according to the terms of the Exchange Offer and issued approximately $445.2 million in aggregate principal amount of its New Match Notes.  As tenders of IAC 2022 Notes in excess of $400 million were received, no tenders of IAC 2018 Notes will be accepted for purchase and all such tendered IAC 2018 Notes will be returned to holders.

Following the completion of the Exchange Offer, Match Group entered into an incremental assumption agreement and amendment no. 1, dated as of November 16, 2015, amending and restating the Credit Agreement, dated as of October 7, 2015, among Match Group, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto to provide for an $800.0 million term loan facility and certain other amendments.  Immediately before Match Group's entry into the incremental assumption agreement, Match Group was designated as an "unrestricted subsidiary" under (i) IAC's Amended and Restated Credit Agreement dated as of October 7, 2015 among IAC, certain lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and (ii) the indentures governing the IAC 2018 Notes and the IAC 2022 Notes.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the IAC 2018 Notes, the IAC 2022 Notes or the New Match Notes. This press release also is not a solicitation of consents to the proposed amendments to the indentures governing the IAC 2018 Notes or the IAC 2022 Notes.  The Exchange Offer, Exchange Consent Solicitation, Tender Offer and Tender Consent Solicitation were made solely by means of the offer to purchase and consent solicitation statement and the offering memorandum and consent solicitation statement.  Such offers and consent solicitations were not made to holders of IAC 2018 Notes or IAC 2022 Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

The New Match Notes have not been registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws.  The New Match Notes may not be offered or sold within the United States, absent registration or an applicable exemption from registration requirements.

About IAC

IAC (NASDAQ: IACI) is a leading media and Internet company. It is organized into four segments: Match Group, which includes dating and education businesses with brands such as Match, OkCupid, Tinder and The Princeton Review; Search & Applications, which includes brands such as About.com, Ask.com, Dictionary.com and Investopedia; Media, which consists of businesses such as Vimeo, Electus, The Daily Beast and CollegeHumor; and eCommerce, which includes HomeAdvisor and ShoeBuy. IAC's brands and products are among the most recognized in the world reaching users in over 200 countries. IAC is headquartered in New York City and has offices worldwide.

About Match Group

Match Group is the world's leading provider of dating products. We operate a portfolio of over 45 brands, including Match, OkCupid, Tinder, Meetic, Twoo, Plentyoffish, OurTime, BlackPeopleMeet and FriendScout24, each designed to increase our users' likelihood of finding a romantic connection. Through our portfolio of trusted brands, we provide tailored products to meet the varying preferences of our users. We currently offer our dating products in 38 languages across more than 190 countries. In addition to our dating business, we also operate The Princeton Review, which provides a variety of test preparation, academic tutoring and college counseling services.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

This press release contains "forward‑looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  The use of words such as "anticipates," "expects," "intends," "plans" and "believes," among others, generally identify forward-looking statements.  These forward-looking statements include statements relating to: future financial performance, business prospects and strategy, anticipated trends, prospects in the industries in which our businesses operate and other similar matters.  These forward‑looking statements are based on management's 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, including, among others: changes in senior management at IAC or its businesses, changes in our relationship with Google, adverse changes in economic conditions, adverse trends in the online advertising industry, our ability to convert visitors to our websites into users,  risks relating to acquisitions, technology changes, our ability to expand successfully into international markets and regulatory changes. Certain of these and other risks and uncertainties are discussed in IAC's filings with the Securities and Exchange Commission ("SEC").  Other unknown or unpredictable factors that could also adversely affect our business, financial condition and results of operations may arise from time to time.  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, which only reflect the views of our management as of the date of this press release.  We do not undertake to update these forward-looking statements.

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SOURCE IAC