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.
Contact Us
IAC Investor Relations
Mark
Schneider / Alexandra
Caffrey
(212) 314-7400
Corporate Communications
Isabelle Weisman
(212) 314-7361
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SOURCE IAC