Item 1.01. Entry into a Material Definitive Agreement.
On
In addition, on
In addition, Match Merger Sub, as the surviving entity of the Match merger (as defined below), entered into the following agreements in connection with the completion of the Separation, reflecting the assumption by Match Merger Sub of Old Match's rights and obligations under each of the following debt agreements:
· the Supplemental Indenture (the "5.000% Notes Supplemental Indenture"), by and
among Old Match, Match Merger Sub and the Trustee, to that certain Indenture, dated as ofDecember 4, 2017 , by and between Old Match and the Trustee (the "5.000% Notes Indenture"), relating to the issuance of Old Match's 5.000% Senior Notes due 2027 (the "5.000% Notes");
· the Supplemental Indenture (the "4.625% Notes Supplemental Indenture"), by and
among Old Match, Match Merger Sub and the Trustee, to that certain Indenture,
dated as of
Item 1.02. Termination of a Material Definitive Agreement.
On
· Tax Sharing Agreement, dated as of
· Investor Rights Agreement, dated as of
· Services Agreement, dated as of
· Master Transaction Agreement, dated as of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The transactions described under the Introductory Note of this Current Report on Form 8-K, which is incorporated herein by reference, included the following steps (the "Transactions"):
· Prior to the completion of the Separation, Old IAC transferred to
$837,912,786 in cash and the IAC Businesses in certain internal restructuring transactions, including Old IAC's ownership interests in Care.com,IAC Group, LLC ,IAC Work, LLC and certain other assets and associated liabilities, which entities and assets are the entities and assets through which the IAC Businesses have historically been conducted (the "Restructuring Transactions").
· In exchange for the transfers referenced immediately above,
to Old IAC a total of 79,342,768 shares of common stock ofIAC Holdings ("New IAC Common Stock"), 5,789,499 shares of Class B common stock ofIAC Holdings ("New IAC Class B Common Stock") and 1,413,740 shares of Series A Cumulative Preferred Stock ofIAC Holdings ("New IAC Preferred Stock").
· All of the shares of New IAC Preferred Stock held by Old IAC were exchanged by
Old IAC withUSANi LLC ("USANi"), aDelaware limited liability company and a wholly owned subsidiary ofIAC Holdings , for all of the (i) outstanding notes of Old IAC held by USANi and (ii) outstanding shares of Series C Cumulative Preferred Stock, par value$0.01 per share, of Old IAC and Series D Cumulative Preferred Stock, par value$0.01 per share, of Old IAC held by USANi.
· Holders of Old IAC common stock, par value
Stock"), received, through a series of steps, in exchange for each outstanding
share of Old IAC Common Stock that they held:
o One share of New IAC Common Stock; and
o 2.1584 shares of Old IAC Class M common stock, par value
IAC Class M Common Stock"), as calculated pursuant to the definition of the
"Reclassification Exchange Ratio" in the Transaction Agreement.
· Holders of Old IAC Class B common stock, par value
Class B Common Stock"), received, through a series of steps, in exchange for
each outstanding share of Old IAC Class B Common Stock that they held:
o One share of New IAC Class B Common Stock; and
o 2.1584 shares of Old IAC Class M Common Stock, as calculated pursuant to the
definition of the "Reclassification Exchange Ratio" in the Transaction
Agreement (the series of steps by which Old IAC stockholders exchange Old IAC
Common Stock and Old IAC Class B Common Stock, the "Reclassification").
· The Company merged with and into Match Merger Sub, with Match Merger Sub
surviving the merger as an indirect wholly-owned subsidiary of New Match (the "Match merger").
· Holders of the Company's common stock, par value
Common Stock") (other than IAC and its subsidiaries), received, through the
Match merger, in exchange for each outstanding share of Company Common Stock
that they held:
o One share of Old IAC Class M Common Stock; and
o At the holder's election, either (i)
of Old IAC Class M Common Stock, which is equal to Old IAC Class M Common Stock
with a value of
price of shares of Company Common Stock for the ten consecutive Nasdaq trading
days ending on the fifth Nasdaq trading day immediately before
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 in Item 1.01 of this Current Report on Form 8-K with respect to the Match Loan, the 5.000% Notes Indenture, the 5.000% Notes Supplemental Indenture, the 4.625% Notes Indenture, the 4.625% Notes Supplemental Indenture, the 5.625% Notes Indenture, the 5.625% Notes Supplemental Indenture, the 4.125% Notes Indenture, the 4.125% Notes Supplemental Indenture, the Joinder and Reaffirmation Agreement and the Credit Agreement is incorporated by reference into this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the Transactions is incorporated by reference into this Item 3.03.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors
On
Removal of Officers
On
Assignment of Employment Agreements
On
On
On
Assumption of 2017 Stock and Annual Incentive Plan
On
Assumption of 2015 Stock and Annual Incentive Plan
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
As of the effective time of the Match merger, the Amended and Restated
Certificate of Incorporation of the Company and the Amended and Restated By-laws
of the Company ceased to be in effect by operation of law and the Certificate of
Formation of Match Merger Sub (the "Initial Certificate of Formation") and the
Limited Liability Agreement of Match Merger Sub (the "Initial LLC Agreement") as
in effect immediately prior to the Match merger and consistent with the terms of
the Transaction Agreement remained the organizational documents of Match Merger
Sub as the surviving entity of the Match merger. On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 3.1 Certificate of Formation ofValentine Merger Sub LLC . 3.2 Certificate of Amendment of Certificate of Formation of ValentineMerger Sub LLC . 3.3 Limited Liability Company Agreement ofValentine Merger Sub LLC . 3.4 Amended & Restated Limited Liability Company Agreement of MatchGroup Holdings II, LLC . 4.1 Demand Promissory Note, dated as ofJune 30, 2020 , by IAC/InterActiveCorp (incorporated by reference to Exhibit 4.1 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 4.2 Indenture, datedDecember 4, 2017 , betweenMatch Group, Inc. andComputershare Trust Company, N.A. , as Trustee (incorporated by reference to Exhibit 4.1 to Old Match's Current Report on Form 8-K, filed onDecember 4, 2017 ). 4.3 Supplemental Indenture, dated as ofJune 30, 2020 , by and amongMatch Group, Inc. ,Match Group Holdings II, LLC andComputershare Trust Company, N.A. , as Trustee, relating to the 5.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 4.4 Indenture, datedMay 19, 2020 , betweenMatch Group, Inc. andComputershare Trust Company, N.A. , as Trustee (incorporated by reference to Exhibit 4.1 to Old Match's Current Report on Form 8-K, filed onMay 20, 2020 ). 4.5 Supplemental Indenture, dated as ofJune 30, 2020 , by and amongMatch Group, Inc. ,Match Group Holdings II, LLC andComputershare Trust Company, N.A. , as Trustee, relating to the 4.625% Senior Notes due 2028 (incorporated by reference to Exhibit 4.11 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 4.6 Indenture, dated as ofFebruary 15, 2019 , betweenMatch Group, Inc. andComputershare Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.1 to Old Match's Current Report on Form 8-K, filed onFebruary 15, 2019 ). 4.7 Supplemental Indenture, dated as ofJune 30, 2020 , by and amongMatch Group, Inc. ,Match Group Holdings II, LLC andComputershare Trust Company, N.A. , as Trustee, relating to the issuance of the 5.625% Senior Notes due 2029 (incorporated by reference to Exhibit 4.13 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 4.8 Indenture, datedFebruary 11, 2020 , betweenMatch Group, Inc. andComputershare Trust Company, N.A. , as Trustee (incorporated by reference to Exhibit 4.1 to Old Match's Current Report on Form 8-K, filed onFebruary 11, 2020 ). 4.9 Supplemental Indenture, dated as ofJune 30, 2020 , by and amongMatch Group, Inc. ,Match Group Holdings II, LLC andComputershare Trust Company, N.A. , as Trustee, relating to the issuance of the 4.125% Senior Notes due 2030 (incorporated by reference to Exhibit 4.15 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 10.1 Amended and Restated Employee Matters Agreement, dated as ofJune 30, 2020 , by and among IAC/InterActiveCorp,Match Group, Inc. andIAC Holdings, Inc (incorporated by reference to Exhibit 10.2 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 10.2 Assignment of Employment Agreement amongSharmistha Dubey ,Match Group, Inc. andValentine Merger Sub LLC , dated as ofJune 30, 2020 (incorporated by reference to Exhibit 10.14 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 10.3 Assignment of Employment Agreement amongGary Swidler ,Match Group, Inc. andValentine Merger Sub LLC , dated as ofJune 30, 2020 (incorporated by reference to Exhibit 10.17 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 10.4 Assignment of Employment Agreement amongJared Sine ,Match Group, Inc. andValentine Merger Sub LLC , dated as ofJune 30, 2020 (incorporated by reference to Exhibit 10.19 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 10.5 Amended and Restated Credit Agreement, dated as ofNovember 16, 2015 , amongMatch Group, Inc. , as borrower, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.11 to Old Match's Annual Report on Form 10-K, filed onMarch 28, 2016 ). 10.6 Amendment No. 3, dated as ofDecember 8, 2016 , to the Credit Agreement dated as ofOctober 7, 2015 , as amended and restated as ofNovember 16, 2015 , as further amended as ofDecember 16, 2015 , amongMatch Group, Inc. , as borrower, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match's Current Report on Form 8-K, filed onDecember 8, 2016 ). 10.7 Amendment No. 4, dated as ofAugust 14, 2017 , to the Credit Agreement dated as ofOctober 7, 2015 , as amended and restated as ofNovember 16, 2015 , as further amended as ofDecember 16, 2015 , as further amended as ofDecember 8, 2016 , amongMatch Group, Inc. , as borrower, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match's Current Report on Form 8-K, filed onAugust 17, 2017 ). 10.8 Amendment No. 5 dated as ofDecember 7, 2018 to the Credit Agreement dated as ofOctober 7, 2015 , as amended and restated as ofNovember 16, 2015 , as further amended as ofDecember 16, 2015 , as further amended as ofDecember 8, 2016 , and as further amended as ofAugust 14, 2017 , amongMatch Group, Inc. , as borrower, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match's Current Report on Form 8-K, filed onDecember 13, 2018 ). 10.9 Amendment No. 6 dated as ofFebruary 13, 2020 to the Credit Agreement dated as ofOctober 7, 2015 , as amended and restated as ofNovember 16, 2015 , as further amended as ofDecember 16, 2015 , as further amended as ofDecember 8, 2016 , as further amended as ofAugust 14, 2017 and as further amended as ofDecember 7, 2018 , amongMatch Group, Inc. , as borrower, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match's Current Report on Form 8-K, filed onFebruary 20, 2020 ). 10.10 Joinder and Reaffirmation Agreement, dated asJune 30, 2020 , by and amongMatch Group, Inc. ,Match Group Holdings II, LLC ,JPMorgan Chase Bank, N.A ., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as ofNovember 16, 2015 , amongMatch Group, Inc. , as borrower, the lenders party thereto,JPMorgan Chase Bank, N.A ., as administrative agent, and the other parties thereto, as amended (incorporated by reference to Exhibit 10.25 to New Match's Current Report on Form 8-K, filed onJuly 2, 2020 ). 104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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