IAC Announces Early Results of Pending Offers for its 4.75% Senior Notes Due 2022 and 4.875% Senior Notes Due 2018

Oct 30, 2015, 09:19 ET from IAC

NEW YORK, Oct. 30, 2015 /PRNewswire/ -- IAC/InterActiveCorp ("IAC" or the "Company") today announced the early results of (1) the previously announced offer by Match Group, Inc. ("Match")  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") and (2) the previously announced offer by IAC 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).  

According to information received from Global Bondholder Services Corporation, the Information Agent for the Exchange Offer and the Tender Offer, as of 5:00 p.m., New York City time, on October 29, 2015 (the "Early Tender Date"), approximately $435 million in aggregate principal amount (or 87%) of the outstanding IAC 2022 Notes and approximately $441 million in aggregate principal amount (or 88%) of the outstanding IAC 2018 Notes had been validly tendered and not withdrawn.  

Holders may no longer withdraw any IAC 2022 Notes or IAC 2018 Notes previously or hereafter tendered, except in limited circumstances described in the offering memorandum and consent solicitation statement for the Exchange Offer and the offer to purchase and consent solicitation for the Tender Offer.

IAC also announced that Match has received the requisite consents in its solicitation of consents from holders of IAC 2022 Notes to proposed amendments that will eliminate substantially all of the restrictive covenants and certain events of default and other provisions under the indenture governing the IAC 2022 Notes. The proposed amendments will not become effective unless all validly tendered IAC 2022 Notes that are not validly withdrawn are accepted for exchange.  IAC further announced that it has received the requisite consents in its solicitation of consents from holders of IAC 2018 Notes to proposed amendments that will eliminate substantially all of the restrictive covenants and certain events of default and other provisions under the indenture governing the IAC 2018 Notes.  The proposed amendments will not become effective unless all validly tendered IAC 2018 Notes that are not validly withdrawn are accepted for payment. 

To the extent that in excess of $400 million in aggregate principal amount of the outstanding IAC 2022 Notes are accepted for exchange by Match in the Exchange Offer, IAC will not accept any IAC 2018 Notes for payment in the Tender Offer (and therefore the proposed amendments to the indenture governing the IAC 2018 Notes will not become effective) unless IAC waives or amends the maximum tender amount condition as described in the offer to purchase and consent solicitation statement for the Tender Offer.

The Exchange Offer and the Tender Offer will expire at 11:59 p.m., New York City time, on November 13, 2015 (the "Expiration Date"), unless extended or earlier terminated.  The settlement date for the Exchange Offer and the Tender Offer is expected to occur promptly after the Expiration Date.   

Questions concerning the offers may be directed to the lead Dealer Manager, BofA Merrill Lynch, Debt Advisory, at (980) 388-4813 (collect) or (888) 292-0070 (U.S. toll-free).  The Information Agent for the offers is Global Bondholder Services Corporation, which may be contacted at (866)794-2200 (toll-free) or (212) 430-3774 (banks and brokers).

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 Tender Offer, Exchange Offer and related consent solicitations are being made solely by means of the offer to purchase and consent solicitation statement and the offering memorandum and consent solicitation statement. The Tender Offer and Exchange Offer and related consent solicitations are not being 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 and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), 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.

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 the Company's 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 the Company's relationship with Google, adverse changes in economic conditions, adverse trends in the online advertising industry, the Company's ability to convert visitors to the Company's websites into users,  risks relating to acquisitions, technology changes, the Company's 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 the Company's 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 the Company's management as of the date of this press release.  The Company does not undertake to update these forward-looking statements.

Contact Us

IAC Investor Relations Mark Schneider / Alexandra Caffrey (212) 314-7400

Corporate Communications Isabelle Weisman (212) 314-7361

SOURCE IAC