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IAC/InterActiveCorp: Match Group Commences Exchange Offer And Consent Solicitation

The following excerpt is from the company's SEC filing.

for IAC 4.75% Senior Notes Due 2022

NEW YORK

October

, 2015

IAC/InterActiveCorp (IAC) and Match Group, Inc. (Match Group), a wholly-owned subsidiary of IAC, today announced that Match Group has commenced, subject to the terms and conditions set forth in the confidential offering memorandum and consent solicitation statement dated October 16, 2015 (the Offering Memorandum) a private offer (the Exchange Offer) to Eligible Holders (as defined below) to exchange any and all of $500 million aggregate principal amount of outstanding 4.75% Senior Notes due 2022 issued by IAC (the IAC 2022 Notes) (CUSIP No. 44919PAC6) for up to $500 million aggregate principal amount of new 6.75% Senior Notes due 2022 issued by Match Group (the New Match Notes).

For each $1,000 principal amount of IAC 2022 Notes validly tendered at or prior to 5:00 p.m., New York City time, on October 29, 2015, unless extended (as it may be extended, the Early Tender Date) and not validly withdrawn, Eligible Holders of IAC 2022 Notes will be eligible to receive the total exchange consideration set out in the table below (the Total Exchange Consideration), which includes the early tender premium set out in such table (the Early Tender Premium), on the Early Settlement Date.

For each $1,000 principal amount of IAC 2022 Notes validly tendered after the Early Tender Date but prior to the Expiration Date and not validly withdrawn, Eligible Holders of IAC 2022 Notes will be eligible to receive only the exchange consideration set out in the table below (the Exchange Consideration), on the Final Settlement Date.

The following table sets forth the Exchange Consideration, Early Tender Premium and Total Exchange Consideration for the IAC 2022 Notes:

Principal Amount of New Match Notes(1)

Title of Series

CUSIP Number

Outstanding

Consideration

Early Tender

Premium

Total Exchange

Consideration(2)

4.75% Senior Notes due 2022

$500,000,000

(1) For each $1,000 principal amount of IAC 2022 Notes.

(2) Includes Early Tender Premium.

In addition to the Exchange Consideration or Total Exchange Consideration, as applicable, Match Group will pay in cash accrued and unpaid interest on the IAC 2022 Notes accepted in the

Exchange Offer from the latest interest payment date to, but not including, the earliest Settlement Date. Interest on the New Match Notes will accrue from (and including) the earliest Settlement Date to occur. The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on November 13, 2015, unless extended (as it may be extended, the Expiration Date).

In conjunction with the Exchange Offer, Match Group is also soliciting consents (the 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 (the Proposed Amendments). The Consent Solicitation is conditioned on the receipt of consents from holders of a majority of the aggregate principal amount of the IAC 2022 Notes outstanding (the Requisite Consents). The Exchange Offer is not conditioned on receipt of Requisite Consents in the Consent Solicitation.

Tenders of

IAC 2022 Notes may be validly withdrawn at any time on or prior to 5:00 p.m., New York City time, on October 29...


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