Item 8.01. Other Events.
As previously announced, on June 9, 2020, IAC/InterActiveCorp ("IAC" or the
"Company") entered into agreements with certain institutional investors (the
"Investors") pursuant to which the Company agreed to issue and sell, and the
Investors agreed to purchase, an aggregate of 17,339,035 shares ("Shares") of
the Company's Class M common stock, par value $0.001 per share (the "Class M
common stock"), in a registered direct placement (the "Offering") in connection
with the pending separation (the "Separation") of IAC and Match Group, Inc.
("Match"). The Company offered the Shares pursuant to a prospectus supplement
dated June 9, 2020, and a shelf registration statement on Form S-3ASR (File
No. 333-238046), including the base prospectus, dated May 6, 2020, as contained
therein, that was originally filed with the Securities and Exchange Commission
on May 6, 2020.
A copy of the opinion of Wachtell, Lipton, Rosen & Katz relating to the issuance
of the Shares in the Offering is attached hereto as Exhibit 5.1.
No Offer or Solicitation / Additional Information and Where to Find It
This communication is for informational purposes only and does not constitute an
offer to sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
This communication is being made in respect of a proposed transaction involving
IAC, IAC Holdings, Inc. ("New IAC") and Match. In connection with the proposed
transaction, on April 28, 2020, IAC and New IAC filed with the Securities and
Exchange Commission (the "SEC") an amendment to the joint registration statement
on Form S-4 filed on February 13, 2020 (the "Form S-4") that includes a joint
proxy statement of IAC and Match. The Form S-4 was declared effective by the SEC
on April 30, 2020, and IAC and Match commenced mailing the joint proxy
statement/prospectus to stockholders of IAC and stockholders of Match on or
about May 4, 2020. Each party will file other documents regarding the proposed
transaction with the SEC. IAC, New IAC and Match may file one or more other
documents with the SEC. This communication is not a substitute for the joint
proxy statement/prospectus or any other document that may be filed with the SEC
in connection with the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF IAC AND MATCH ARE URGED TO READ THE DEFINITIVE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain these materials (when they
are available) and other documents filed with the SEC free of charge at the
SEC's website, www.sec.gov. Copies of documents filed with the SEC by IAC (when
they become available) may be obtained free of charge on IAC's website at
www.iac.com. Copies of documents filed with the SEC by Match (when they become
available) may also be obtained free of charge on Match's website at
www.mtch.com.
Forward-Looking Statements
Certain statements and information in this communication may be deemed to be
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Forward-looking statements may
include, but are not limited to, statements relating to IAC's and Match Group's
anticipated financial performance, objectives, plans and strategies, and all
statements (other than statements of historical facts) that address activities,
events or developments that IAC and Match Group intend, expect, project, believe
or anticipate will or may occur in the future. These statements are often
characterized by terminology such as "believe," "hope," "may," "anticipate,"
"should," "intend," "plan," "will," "expect," "estimate," "project,"
"positioned," "strategy" and similar expressions, and are based on assumptions
and assessments made by IAC's and Match Group's management in light of their
experience and their perception of historical trends, current conditions,
expected future developments, and other factors they believe to be appropriate.
IAC and Match Group undertake no duty to update or revise any such statements,
whether as a result of new information, future events or otherwise.
Forward-looking statements are not guarantees of future performance. Whether
actual results will conform to expectations and predictions is subject to known
and unknown risks and uncertainties, including: risks and uncertainties
discussed in the joint proxy statement/prospectus and other reports that IAC and
Match Group have filed with the SEC, competition, Match Group's ability to
maintain user rates on its higher monetizing dating products, the companies'
ability to attract users to their products and services through cost-effective
marketing and related efforts, changes in the companies' relationship with (or
policies implemented by) Google, foreign currency exchange rate fluctuations,
Match Group's ability to distribute their products through third parties and
offset related fees, the integrity and scalability of the companies' systems and
infrastructure (and those of third parties) and the companies' ability to adapt
their systems and infrastructure to changes in a timely and cost-effective
manner, the companies' ability to protect their systems from cyberattacks and to
protect personal and confidential user information, risks relating to certain of
the companies' international operations and acquisitions, the impact of the
outbreak of the COVID-19 coronavirus, or any subsequent or similar epidemic or
pandemic, the risks inherent in separating Match Group from IAC, including
uncertainties related to, among other things, the costs and expected benefits of
the proposed transaction, the calculation of, and factors that may impact the
calculation of, the exchange ratio at which shares of IAC capital stock will be
converted into the right to receive new shares of the post-separation Match
Group in connection with the transaction, the expected timing of the transaction
or whether it will be completed, whether the conditions to the transaction can
be satisfied or any event, change or other circumstance occurs that could give
rise to the termination of the Transaction Agreement (including the failure to
receive any required approvals from the stockholders of IAC and Match Group or
any required regulatory approvals), any litigation arising out of or relating to
the proposed transaction, the expected tax treatment of the transaction, and the
impact of the transaction on the businesses of IAC and Match Group, and other
circumstances beyond IAC's and Match Group's control. You should not place undue
reliance on these forward-looking statements. For more details on factors that
could affect these expectations, please see IAC's and Match Group's filings with
the SEC, including the joint proxy statement/prospectus.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
5.1 Opinion of Wachtell, Lipton, Rosen & Katz, dated June 30, 2020,
with respect to the Shares.
23.1 Consent of Wachtell, Lipton, Rosen & Katz, dated June 30, 2020
(included in Exhibit 5.1) with respect to the Shares.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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