Match exchanges 89.1% of 4¾% notes; IAC drops tender for 4 7/8% notes

By Marisa Wong

Morgantown, W.Va., Nov. 16 – IAC/InterActiveCorp’s wholly owned subsidiary, Match Group, Inc., completed its previously announced offer to exchange any and all of the outstanding 4¾% senior notes due 2022 issued by IAC for new 6¾% senior notes due 2022 issued by Match.

As of 11:59 p.m. ET on Nov. 13, holders had tendered about $445.3 million, or 89.1%, of the outstanding 4¾% notes. Match accepted all tendered 4¾% notes and issued about $445.2 million of its new 6¾% notes in exchange, according to a press release.

In conjunction with the exchange offer, Match solicited consents from holders of the 4¾% notes to proposed amendments to the indenture governing those notes. IAC announced that the proposed amendments have become effective.

IAC also announced that it has terminated its previously announced offer to purchase for cash a portion of its outstanding 4 7/8% senior notes due 2018 and the related solicitation of consents to proposed amendments under the indenture governing the 4 7/8% notes. IAC said that the 4 7/8% notes have not been amended.

No tenders of the 4 7/8% notes were accepted, because tenders of the 4¾% notes exceeded $400 million. All of the tendered 4 7/8% notes will be returned to holders.

Offer details

IAC and Match announced on Oct. 16 that IAC was tendering for its 4 7/8% notes and subsidiary Match was offering to exchange IAC’s $500 million of 4¾% notes.

The maximum principal amount of 4 7/8% notes that would be accepted for purchase was $400 million less the principal amount of 4¾% notes accepted for exchange.

In the tender offer, IAC offered $1,035 per $1,000 principal amount of notes tendered by 5 p.m. ET on Oct. 29, the early tender date. This amount included an early tender payment of $50 per $1,000 principal amount. The company said it would also pay accrued interest.

In the exchange offer, holders were offered up to $500 million principal amount of new 6¾% notes.

For each $1,000 principal amount of 4¾% notes tendered by the early tender date, holders would be eligible to receive an equal amount of new notes. This included an early tender premium of $50. Holders were also to receive accrued interest in cash. Interest on the new notes will accrue from the settlement date.

As of the early deadline, IAC received tenders for $441 million, or 88%, of its 4 7/8% notes and subsidiary Match received tenders for $435 million, or 87%, of the 4¾% notes. The required consents were received to amend both series of notes as of the early deadline.

IAC previously said it would not accept any tenders of the 4 7/8% notes to the extent that Match accepts tenders of the 4¾% notes above $400 million. Therefore, the amendments in the consent solicitation would not become effective unless this cap were to be waived or amended.

In any case, the amendments were not to become effective for either series of notes until the securities were accepted for payment.

IAC said before it would retire at least $400 million of notes through the exchange offer, the tender offer or a redemption of the 4 7/8% notes.

Consent solicitations

Both companies solicited consents to proposed amendments that would eliminate substantially all of the restrictive covenants and some events of default and other provisions under the indentures governing the notes.

Holders could not deliver consents without tendering or exchanging their notes, as applicable.

Each consent solicitation was conditioned on the receipt of consents from the holders of at least a majority of the outstanding notes of that series.

The tender offer was subject to the receipt of enough funds to fund the offer. The tender offer and the exchange offer are both conditioned on the entry by Match into a term loan facility, which Match completed on Nov. 16. The exchange offer contained a condition that a minimum of $175 million of the new Match notes be issued.

Neither the tender offer nor the exchange offer was conditioned on any minimum amount of notes being tendered or the receipt of the needed consents.

Once the exchange offer closed, Match Group was designated an unrestricted subsidiary of IAC for purposes of the indentures governing the 4 7/8% notes and the 4¾% notes and the IAC credit agreement. As a result, Match will no longer be a guarantor of any debt of IAC.

The dealer managers for the tender offer are BofA Merrill Lynch (888 292-0070 or 980 388-4813) and J.P. Morgan Securities LLC (800 245-8812 or 212 270-1200). The dealer managers for the exchange offer are BofA Merrill Lynch, JPMorgan, Goldman Sachs & Co., BNP Paribas, Deutsche Bank Securities Inc., BMO Capital Markets Corp., Fifth Third Securities Inc., PNC Capital Markets LLC and SG Americas Securities LLC.

The information agent for both offers is Global Bondholder Services Corp. (866 794-2200 or 212 430-3774).

IAC is a media and internet company based in New York. Match provides dating products.

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