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 May 19, 2020, Match Group issued $500
million in aggregate principal amount of Notes, with gross proceeds from the offering of approximately $500 million. The proceeds
from the issuance of the Notes were used to redeem its outstanding 6.375% senior notes due 2024 and for general corporate purposes.
The Notes accrue interest at a rate of
4.625% per year from the date of issuance, until maturity or earlier redemption. Interest on the Notes is payable on June 1 and
December 1 of each year, commencing on December 1, 2020. The Notes mature on June 1, 2028.
At any time prior to June 1, 2023, Match
Group has the option to redeem the Notes, in whole or in part, at a redemption price equal to 100% 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.”
The Notes are redeemable at Match Group’s option, in whole or in part, at any time on or after June 1, 2023, at specified
redemption prices, together with accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior
to June 1, 2023, Match Group 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 104.625% of the principal amount of the Notes, together with accrued and unpaid
interest, if any, to the date of redemption. Under the terms of the Notes, certain change of control triggering events will require
Match Group to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued
and unpaid interest to the purchase date.
The Notes are general unsubordinated unsecured
obligations of Match Group, rank senior in right of payment to all of Match Group’s existing and future obligations that
are, by their terms, expressly subordinated in right of payment to the Notes, rank equally in right of payment with all of Match
Group’s existing and future obligations that are not so subordinated, including (i) any indebtedness outstanding under that
certain credit agreement, dated as of October 7, 2015, as amended and restated on November 16, 2015, as amended December 16, 2015,
as amended December 8, 2016, as amended August 14, 2017, as amended December 7, 2018, and as amended February 13, 2020, among
Match Group, as borrower, the lenders party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, and the other parties
thereto, to the extent of the value of the assets securing such debt, (ii) Match Group’s existing senior notes due 2027,
(iii) Match Group’s existing senior notes due 2029 and (iv) Match Group’s existing senior notes due 2030. The Notes
will be structurally subordinated to all existing and future obligations, including indebtedness, of Match Group’s non-guarantor
subsidiaries, including their guarantees of Match Group’s credit facilities. The Notes will be effectively subordinated
to Match Group’s secured indebtedness and the secured indebtedness of any of Match Group’s subsidiaries that guarantee
the Notes in the future, in each case to the extent of the value of the assets securing such indebtedness, including Match Group’s
credit facilities.
The Indenture contains certain covenants
that restrict the ability of Match Group and its restricted subsidiaries to, among other things: (i) create liens on certain assets
and (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of Match Group’s assets. At any time
when the Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default
(both as defined in the Indenture) has occurred and is continuing under the Indenture, Match Group and its subsidiaries will not
be subject to the covenant requiring future note guarantors.
If an event of default (as defined in
the Indenture) occurs and is continuing (other than specified events of bankruptcy or insolvency with respect to Match Group or
a significant subsidiary), the trustee under the Indenture or the holders of at least 25% in principal amount of the outstanding
Notes have the ability to declare all the outstanding Notes to be due and payable immediately. If an event of default relating
to specified events of bankruptcy or insolvency with respect to Match Group occurs, all of the outstanding Notes become immediately
due and payable without any declaration or other act on the part of the trustee under the Indenture or any holders of the Notes.
The foregoing summary of the Indenture
is qualified in its entirety by reference to the Indenture, which was filed as Exhibit 4.1 to Match Group’s Current Report
on Form 8-K, filed on May 20, 2020, and is incorporated into this Current Report on Form 8-K by reference.