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QUESTIONS AND ANSWERS ABOUT THE IAC ANNUAL MEETING

        The following section provides brief answers to certain questions that you may have regarding the IAC annual meeting. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section of this joint proxy statement/prospectus entitled "Where You Can Find More Information."

Q:    What are the proposals on which IAC stockholders are being asked to vote?

A:

IAC stockholders are being asked to vote on the following proposals:

•

To approve amendments to the IAC certificate of incorporation that would effect the Separation by reclassifying the IAC common stock and IAC Class B common stock. This joint proxy statement/prospectus refers to the foregoing proposal as the "Separation Proposal." If IAC's stockholders approve the Separation Proposal and IAC completes the Separation, the holders of IAC common shares outstanding immediately prior to the Separation would initially own all of the New IAC common shares outstanding immediately following the Separation and a percentage of the New Match common shares outstanding immediately following the Separation that is proportionate to IAC's existing ownership interest in Match, subject to certain adjustments. IAC will only implement the Separation Proposal if (i) each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the Separation Proposal if IAC and Match are not proceeding with the Separation);

•

To approve amendments to the IAC certificate of incorporation to provide, following the Separation, for (i) the classification of the board of directors of New Match, with directors serving staggered three-year terms of office, (ii) the removal of members of the board of directors of New Match from office by stockholders being permitted only for cause and with the affirmative vote of not less than a majority of the total voting power of shares of New Match capital stock outstanding and entitled to vote, subject to any rights of holders of preferred stock, (iii) the exclusive right of the board of directors of New Match to fill director vacancies, subject to any rights of holders of preferred stock, (iv) no officer or director of New Match who is also an officer or director of New IAC having liability to New Match or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to New IAC instead of New Match, or does not communicate information regarding a corporate opportunity to New Match that the officer or director has directed to New IAC, and (v) certain ministerial amendments to the IAC certificate of incorporation. This joint proxy statement/prospectus refers to the foregoing proposal as the "New Match Board Classification Proposal." IAC will only implement the New Match Board Classification Proposal if (i) each of the Separation Proposal, the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the New Match Board Classification Proposal if IAC and Match are not proceeding with the Separation);

•

To approve amendments to the IAC certificate of incorporation that will prohibit, following the Separation, action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock. This joint proxy statement/

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prospectus refers to the foregoing proposal as the "Prohibition of Stockholder Written Consent Proposal." IAC will only implement the Prohibition of Stockholder Written Consent Proposal if (i) each of the Separation Proposal, the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the Prohibition of Stockholder Written Consent Proposal if IAC and Match are not proceeding with the Separation);

•

To approve certain other amendments to the IAC certificate of incorporation as further described in this joint proxy statement/prospectus, including amendments to provide, following the Separation, for the renaming of New Match as "Match Group, Inc." and the elimination of all classes and series of authorized capital stock of New Match as of immediately prior to the completion of the Separation other than New Match $0.001 par value common stock and New Match $0.01 par value preferred stock. This joint proxy statement/prospectus refers to the foregoing proposal as the "Other New Match Charter Amendments Proposal." IAC will only implement the Other New Match Charter Amendments Proposal if (i) each of the Separation Proposal, the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the Other New Match Charter Amendments Proposal if IAC and Match are not proceeding with the Separation);



•

To approve the issuance of shares of IAC $0.001 par value Class M common stock in connection with the transactions contemplated by the Transaction Agreement, dated as of December 19, 2019 and amended as of April 28, 2020, by and among IAC, New IAC, New Match Merger Sub and Match (which, as so amended, we refer to as the "transaction agreement"). This joint proxy statement/prospectus refers to the foregoing proposal as the "IAC Class M Common Stock Issuance Proposal." Approval of the IAC Class M Common Stock Issuance Proposal is a condition to closing the transactions described in the transaction agreement;



•

To approve the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan (which will remain with New Match and be renamed the Match Group, Inc. 2020 Stock and Annual Incentive Plan). This joint proxy statement/prospectus refers to the foregoing proposal as the "IAC Incentive Plan Proposal." IAC will only implement the IAC Incentive Plan Proposal if (i) each of the Separation Proposal and the IAC Class M Common Stock Issuance Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the IAC Incentive Plan Proposal if IAC and Match are not proceeding with the Separation);



•

To approve one or more adjournments or postponements of the IAC annual meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. This joint proxy statement/prospectus refers to the foregoing proposal as the "IAC Adjournment Proposal";



•

To elect 11 members of the IAC board of directors, each to hold office until the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from the IAC board of directors, including in connection with the completion of the Separation);



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To ratify the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2020 fiscal year. This joint proxy statement/prospectus refers to the foregoing proposal as the "Accounting Firm Ratification Proposal";



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To hold an advisory vote on IAC's executive compensation. This joint proxy statement/prospectus refers to the foregoing proposal as the "Say on Pay Vote Proposal"; and

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To transact such other business as may properly come before the IAC annual meeting and any related adjournments or postponements.

Q:    How does the IAC Board of Directors recommend that I vote at the IAC annual meeting?

A:

The IAC board of directors has unanimously approved and unanimously recommends that all IAC stockholders vote:

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"FOR" the Separation Proposal;

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"FOR" the New Match Board Classification Proposal;

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"FOR" the Prohibition of Stockholder Written Consent Proposal;

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"FOR" the Other New Match Charter Amendments Proposal;

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"FOR" the IAC Class M Common Stock Issuance Proposal;

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"FOR" the IAC Incentive Plan Proposal;

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"FOR" the IAC Adjournment Proposal;

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"FOR" the election to the board of each of the nominees for director named in this joint proxy statement/prospectus;

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"FOR" the Accounting Firm Ratification Proposal; and

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"FOR" the Say on Pay Vote Proposal.

For a discussion of the factors that the IAC board of directors considered in determining to recommend in favor of the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal, the Other New Match Charter Amendments Proposal, the IAC Class M Common Stock Issuance Proposal and the IAC Incentive Plan Proposal, see the section of this joint proxy statement entitled "The Separation—IAC's Reasons for the Separation; Recommendation of the IAC Board of Directors."

Q:

What votes are required to approve the proposals on which IAC stockholders are being asked to vote?

A:

The votes required for each proposal are as follows:

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Separation Proposal:  The Separation Proposal requires approval by:

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The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock entitled to vote on such matter, voting as a separate class;

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The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B common stock entitled to vote on such matter, voting as a separate class; and

•

The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

•

New Match Board Classification Proposal:  The New Match Board Classification Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

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Prohibition of Stockholder Written Consent Proposal:  The Prohibition of Stockholder Written Consent Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.



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Other New Match Charter Amendments Proposal:  The Other New Match Charter Amendments Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.



•

IAC Class M Common Stock Issuance Proposal:  The IAC Class M Common Stock Issuance Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).



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IAC Incentive Plan Proposal:  The IAC Incentive Plan Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).



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IAC Adjournment Proposal:  The IAC Adjournment Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).



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Election of Directors:  



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The election of each of Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC capital stock, voting together as a single class.



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The election of each of Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock, voting as a separate class.



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Accounting Firm Ratification Proposal:  The Accounting Firm Ratification Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).



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Say on Pay Vote Proposal:  The Say on Pay Vote Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present). The vote is advisory in nature and therefore not binding on IAC or the IAC board of directors.

Q:    Could other matters be decided at the IAC annual meeting?

A:

As of the date of this joint proxy statement/prospectus, we did not know of any matters to be raised at the IAC annual meeting, other than those referred to in this joint proxy statement/prospectus.

If other matters are properly presented at the IAC annual meeting for consideration, the three IAC officers who have been designated as proxies for the IAC annual meeting, Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, will have the discretion to vote on those matters for stockholders who have submitted their proxy.

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Q:    Who is entitled to vote at the IAC annual meeting?

A:

Holders of IAC common stock and IAC Class B common stock at the close of business on May 4, 2020, the record date for the IAC annual meeting established by the IAC board of directors, are entitled to receive notice of the IAC annual meeting and to vote their shares at the IAC annual meeting and any related adjournments or postponements.

At the close of business on April 15, 2020, the most recent date for which information was available prior to the filing of this joint proxy statement/prospectus, there were 79,240,210 shares of IAC common stock and 5,789,499 shares of IAC Class B common stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting. Holders of IAC common stock are entitled to one vote per share and holders of IAC Class B common stock are entitled to ten votes per share.

Q:

What is the difference between a stockholder of record and a stockholder who holds IAC shares in street name?

A:

If your IAC shares are registered in your name, you are a stockholder of record. If your IAC shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

You may examine a list of the stockholders of record at the close of business on May 4, 2020 for any purpose germane to the IAC annual meeting during normal business hours during the 10-day period preceding the date of the meeting at IAC's corporate headquarters, located at 555 West 18th Street, New York, New York 10011.

Q:    What shares are included on the enclosed proxy card?

A:

If you are a stockholder of record only, you will receive one proxy card from Broadridge for all IAC shares that you hold directly. If you hold IAC shares in street name through one or more banks, brokers and/or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your IAC shares. If you are a stockholder of record and hold additional IAC shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your IAC shares.

Q:    What are the quorum requirements for the IAC annual meeting?

A:

The presence at the IAC annual meeting, in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of IAC common stock and IAC Class B common stock at the IAC annual meeting constitutes a quorum. Stockholders who participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. When the holders of IAC common stock vote as a separate class, the presence at the IAC annual meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. When the holders of IAC Class B common stock vote as a separate class, the presence at the IAC annual meeting of holders of a majority of the total votes entitled to be cast by holders of IAC Class B common stock is required for a quorum to be met. Shares of IAC common stock and IAC Class B common stock represented by proxy will be treated as present at the IAC annual meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

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Q:    What do I need to do now to vote at the IAC annual meeting?

A:

The IAC board of directors is soliciting proxies for use at the IAC annual meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares, before the date of the IAC annual meeting, in any of three ways:

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Submitting a proxy online:  Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020;

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Submitting a proxy by telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card 1-800-690-6903. Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020; or

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Submitting a proxy by mail:  If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York, 11717.

You may also participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

For IAC shares held in street name, holders may submit a proxy online or by telephone before the date of the IAC annual meeting if their broker, bank and/or other holder of record makes these methods available. If you submit a proxy online or by telephone, DO NOT request and return a printed proxy card from IAC or from your broker, bank and/or other holder of record. If you hold your shares through a broker, bank and/or other holder of record, follow the voting instructions you receive from your broker, bank and/or other holder of record.

Q:

If I hold my IAC shares in street name, will my broker, bank or other holder of record vote these shares for me?

A:

If your shares of IAC common stock are held in street name, you must provide your broker, bank and/or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank and/or other holder of record depends on the type of item being considered for a vote.

Non-Discretionary Items.    The approval of the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal, the Other New Match Charter Amendments Proposal, the IAC Class M Common Stock Issuance Proposal, the IAC Incentive Plan Proposal, the IAC Adjournment Proposal, the election of directors and the Say on Pay Vote Proposal are non-discretionary items and may NOT be voted on by your broker, bank and/or other holder of record absent specific voting instructions from you. If your bank, broker or other holder of record does not receive specific voting instructions from you, a "broker non-vote" will occur in the case of your shares of IAC common stock for these proposals.

Discretionary Items.    The approval of the Accounting Firm Ratification Proposal is a discretionary item. Generally, brokers, banks and other holders of record that do not receive voting instructions from you may vote on this proposal in their discretion.

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Q:

What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the IAC annual meeting?

A:

Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum.

Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of outstanding shares or the number of shares present at the annual meeting and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, an abstention will have the following effects with respect to the proposals submitted for consideration at the IAC annual meeting:

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An abstention with respect to the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal, the Other New Match Charter Amendments Proposal, the IAC Class M Common Stock Issuance Proposal, the IAC Incentive Plan Proposal, the IAC Adjournment Proposal, the Accounting Firm Ratification Proposal or the Say On Pay Vote Proposal will have the same effect as a vote "AGAINST" such proposal.



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An abstention with respect to the election of directors will have no effect on the election of directors.

Shares represented by broker non-votes are not treated as shares entitled to vote. Accordingly, a broker non-vote will have the following effects with respect to the proposals submitted for consideration at the IAC annual meeting:

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A broker non-vote with respect to the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal or the Other New Match Charter Amendments Proposal will have the same effect as a vote "AGAINST" such proposal.



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A broker non-vote with respect to the election of directors will have no effect on the election of directors, and a broker non-vote with respect to the IAC Class M Common Stock Issuance Proposal, the IAC Incentive Plan Proposal, the IAC Adjournment Proposal, the Accounting Firm Ratification Proposal or the Say On Pay Vote Proposal will have no effect on such proposal.

Q:    Can I change my vote or revoke my proxy?

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the IAC annual meeting by:

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submitting a later-dated proxy relating to the same shares online, by telephone or by mail before the date of the IAC annual meeting;

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delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

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participating in the IAC annual meeting and voting online at that time at www.virtualshareholdermeeting.com/IACI2020 (although virtual attendance at the IAC annual meeting will not, by itself, change your vote or revoke a proxy).

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To change your vote or revoke your proxy, follow the instructions provided on the proxy card to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. You may request a new proxy card by calling IAC's proxy solicitor, Georgeson, LLC, at 800-891-3214.

If you hold your IAC shares through a broker, bank or other holder of record, follow the instructions that you receive from your broker, bank or other holder of record if you wish to revoke your proxy.

Q:    Who can attend the IAC annual meeting?

A:

Only IAC stockholders and persons holding proxies from IAC stockholders may virtually attend the IAC annual meeting. To participate in the IAC annual meeting, go to www.virtualshareholdermeeting.com/IACI2020 and enter the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

Q:    What if I do not specify a choice for a matter when returning a proxy?

A:

If you do not give specific instructions, proxies that are signed and returned will be voted FOR all of the proposals to be voted on at the IAC annual meeting as listed in this joint proxy statement/prospectus.

Q:    How are proxies solicited and who bears the related costs?

A:

IAC bears all expenses incurred in connection with the solicitation of proxies for the IAC annual meeting. In addition to solicitations by mail, directors, officers and employees of IAC may solicit proxies from stockholders by telephone, letter, facsimile, email or in person.

In addition, IAC has retained Georgeson, LLC to distribute proxy solicitation materials to brokers, banks and other holders of record and to assist in the solicitation of proxies from IAC stockholders. The fee for such firm's services is estimated to be approximately $15,000, plus reimbursement for their reasonable out-of-pocket expenses.

Following the initial mailing of the proxy materials, IAC will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of IAC common stock and to request authority for the exercise of proxies. In such cases, IAC, upon the request of these holders, will reimburse these parties for their reasonable expenses.

Q:    Should I send in my stock certificates with my proxy?

A:

No, please do NOT return your stock certificate(s) with your proxy. You will be mailed customary transmittal materials, under separate cover following the closing, describing what to do with your certificated IAC shares (or shares held in book-entry form).

Q:    What should I do if I have questions about the IAC annual meeting?

A:

If you have any questions about the IAC annual meeting, the various proposals to be voted on at the IAC annual meeting and/or how to participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 and vote at that time or would like copies of any of the documents referred to in this joint proxy statement/prospectus, you should contact Georgeson, LLC at 800-891-3214 or IAC Investor Relations at 212-314-7400 or ir@iac.com.

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QUESTIONS AND ANSWERS ABOUT THE MATCH SPECIAL MEETING

        The following section provides brief answers to certain questions that you may have regarding the Match special meeting. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section of this joint proxy statement/prospectus entitled "Where You Can Find More Information."

Q:    What are the proposals on which Match stockholders are being asked to vote?

A:

Match stockholders are being asked to vote on the following proposals:

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To adopt the Transaction Agreement, dated as of December 19, 2019 and amended as of April 28, 2020, by and among IAC, New IAC, New Match Merger Sub and Match. This joint proxy statement/prospectus refers to this proposal as the "Transaction Proposal". Match will only implement the Transaction Proposal if (i) the Separation Proposal receives the required approval from IAC stockholders and (ii) each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders (and will not implement the Transaction Proposal if IAC and Match are not proceeding with the Separation);

•

To cast an advisory (non-binding) vote on a proposal to, following the Separation, classify the New Match board of directors and to allow New Match stockholders to vote on the election of the directors on a staggered three-year basis, rather than on an annual basis. This joint proxy statement/prospectus refers to the foregoing proposal as the "New Match Board Classification Advisory Vote Proposal";

•

To cast an advisory (non-binding) vote on a proposal to, following the Separation, prohibit action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock. This joint proxy statement/prospectus refers to this proposal as the "Prohibition of Stockholder Written Consent Advisory Vote Proposal"; and

•

To approve one or more adjournments or postponements of the Match special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Match special meeting to adopt the Transaction Proposal. This joint proxy statement/prospectus refers to this proposal as the "Match Adjournment Proposal."

Q:    How does the Match board of directors recommend that I vote at the Match special meeting?

A:

The Match board of directors, following the unanimous recommendation of the separation committee of the Match board of directors (which we refer to as the "Match separation committee"), unanimously (by directors present at the meeting) recommends that Match stockholders vote:

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"FOR" the Transaction Proposal;

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"FOR" the New Match Board Classification Advisory Vote Proposal;

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"FOR" the Prohibition of Stockholder Written Consent Advisory Vote Proposal; and

•

"FOR" the Match Adjournment Proposal.

For a discussion of the factors that the Match separation committee and the Match board of directors considered in determining to recommend in favor of the Transaction Proposal, the New Match Board Classification Advisory Vote Proposal, the Prohibition of Stockholder Written Consent Advisory Vote Proposal and the Match Adjournment Proposal, see the section of this joint

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proxy statement/prospectus entitled "The Separation—Match's Reasons for the Separation"; "Recommendation of the Match Separation Committee"; "Recommendation of the Match Board of Directors."

Q:    What votes are required to approve the proposals on which Match stockholders are being asked to vote?

A:

The votes required for each proposal are as follows:

•

Transaction Proposal:  The Transaction Proposal requires approval by

•

The affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal, voting together as a single class (which we refer to as the "Match stockholder approval"); and

•

The affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal (other than any shares of Match capital stock owned, directly or indirectly, by IAC and its subsidiaries, the members of the IAC board of directors, any person that IAC has determined to be an "officer" of IAC within the meaning of Rule 16a-1(f) of the Exchange Act, the members of the Match board of directors, any person that Match has determined to be an "officer" of Match within the meaning of Rule 16a-1(f) of the Exchange Act and the immediate family members of any of the foregoing), voting together as a single class (which we refer to as the "Match disinterested stockholder approval").

As a result of IAC's agreeing in the transaction agreement to vote its Match capital stock in favor of the Transaction Proposal, the Match stockholder approval is expected to be satisfied. However, approval of the Transaction Proposal also requires the Match disinterested stockholder approval.

•

New Match Board Classification Advisory Vote Proposal:  Approval of the New Match Board Classification Advisory Vote Proposal, on an advisory (non-binding) basis, requires the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock present in person or represented by proxy and entitled to vote on the matter, voting together as a single class (provided that a quorum is present).



•

Prohibition of Stockholder Written Consent Advisory Vote Proposal:  Approval of the Prohibition of Stockholder Written Consent Advisory Vote Proposal, on an advisory (non-binding) basis, requires the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock present in person or represented by proxy and entitled to vote on the matter, voting together as a single class (provided that a quorum is present).



•

Match Adjournment Proposal:  The Match Adjournment Proposal, if it is necessary or appropriate to adjourn or postpone the Match special meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Match special meeting to adopt the Transaction Proposal, must be approved by the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock present in person or represented by proxy and entitled to vote on the matter, voting together as a single class (provided that a quorum is present).

Q:    What is the effect of an advisory (non-binding) vote?

A:

The vote on each of the New Match Board Classification Advisory Vote Proposal and the Prohibition of Stockholder Written Consent Advisory Vote Proposal is separate and apart from the vote to approve the Transaction Proposal at the Match special meeting. Approval by Match's stockholders of the New Match Board Classification Advisory Vote Proposal and the Prohibition of Stockholder Written Consent Advisory Vote Proposal are not conditions to the completion of the

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Separation. The votes received by Match's stockholders with respect to the New Match Board Classification Advisory Vote Proposal and the Prohibition of Stockholder Written Consent Advisory Vote Proposal are advisory and will not be binding on Match or the Match board of directors (or New Match or the New Match board of directors following the Separation), regardless of whether the Transaction Proposal is approved. If IAC's stockholders approve the New Match Board Classification Proposal and the Prohibition of Stockholder Written Consent Advisory Proposal, such amendments will only be effective upon completion of the Separation and be implemented in the New Match charter.

Q:    Could other matters be decided at the Match special meeting?

A:

As of the date of this joint proxy statement/prospectus, there are no other matters that the Match board of directors intends to present at the Match special meeting.

If other matters are properly presented at the Match special meeting for consideration, proxyholders will have the discretion to vote on those matters for stockholders who have submitted their proxies.

Q:    Who is entitled to vote at the Match special meeting?

A:

Only holders of record of shares of Match common stock and Match Class B common stock as of the close of business on the record date of May 4, 2020 are entitled to receive notice of, and to vote at, the Match special meeting.

As of the close of business on April 15, 2020, the most recent date for which information was available prior to the filing of this joint proxy statement/prospectus, there were 74,169,098 shares of Match common stock and 209,919,402 shares of Match Class B common stock expected to be outstanding and entitled to vote as of the record date for the Match special meeting. Holders of Match common stock are entitled to one vote per share and holders of Match Class B common stock are entitled to ten votes per share.

Q:    What is the difference between a stockholder of record and a stockholder who holds Match capital stock in street name?

A:

If your shares of Match capital stock are registered in your name, you are a stockholder of record. If your shares of Match capital stock are held in the name of your broker, bank or other holder of record, your shares are held in street name.

You may examine a list of the stockholders of record at the close of business on May 4, 2020 for any purpose germane to the Match special meeting during normal business hours during the 10-day period preceding the date of the meeting at our Dallas offices, located at 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231.

Q:    What shares are included on the enclosed proxy card?

A:

If you are a stockholder of record only, you will receive one proxy card from Broadridge for all Match capital stock that you hold directly. If you hold Match capital stock in street name through one or more banks, brokers or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your Match capital stock. If you are a stockholder of record and hold additional Match capital stock in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your Match capital stock.

Q:    What are the quorum requirements for the Match special meeting?

A:

The presence at the Match special meeting, in person or represented by proxy, of the holders of shares representing a majority of the voting power of all outstanding shares of Match capital stock

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entitled to vote at the Match special meeting will constitute a quorum at the meeting. Match stockholders who participate in the Match special meeting online at www.virtualshareholdermeeting.com/MTCH2020 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. The approval of the Transaction Proposal requires the Match disinterested stockholder approval. It is possible that there will be sufficient shares of Match capital stock present at the Match special meeting to constitute a quorum at the meeting, without there being sufficient shares of Match capital stock held by disinterested stockholders present to approve the Transaction Proposal.

Q:    What do I need to do now to vote at the Match special meeting?

A:

Match stockholders may submit proxies to instruct the designated proxies to vote their shares, before the date of the Match special meeting, in any of three ways:

•

Submitting a proxy online:  Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020;

•

Submitting a proxy by telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1-800-690-6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020; or

•

Submitting a proxy by mail:  If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

You may also participate in the Match special meeting online at www.virtualshareholdermeeting.com/MTCH2020 and vote your shares of Match capital stock online at that time, even if you have previously submitted your vote. To do so, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

For shares of Match capital stock held in street name, holders may submit a proxy online or by telephone before the date of the Match special meeting if their broker, bank or other holder of record makes these methods available. If you submit a proxy online or by telephone, DO NOT request and return a printed proxy card from Match or from your broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, follow the voting instructions you receive from your broker, bank or other holder of record.

Q:    If I hold my Match capital stock in street name, will my broker, bank or other holder of record vote these shares for me?

A:

If your shares of Match capital stock are held in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record depends on the type of proposal being considered for a vote. The proposals to be voted on at the Match special meeting are not considered discretionary items. Accordingly, the Transaction Proposal, the New Match Board Classification Advisory Vote Proposal, the Prohibition of Stockholder Written Consent Advisory Vote Proposal and the Match Adjournment Proposal may NOT be voted on by your broker, bank or other holder of record absent specific voting instructions from you. If your bank, broker or other holder of record does not receive specific voting instructions from you, a "broker non-vote" will occur in the case of your shares of Match capital stock for these proposals.

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Q:    What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Match special meeting?

A:

Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum.

Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of outstanding shares or the number of shares present at the annual meeting and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, an abstention with respect to the Transaction Proposal, the New Match Board Classification Advisory Vote Proposal, the Prohibition of Stockholder Written Consent Advisory Vote Proposal or the Match Adjournment Proposal will have the same effect as a vote "AGAINST" such proposal.

Shares represented by broker non-votes are not treated as shares entitled to vote. Accordingly, a broker non-vote:

•

with respect to the Transaction Proposal, the New Match Board Classification Advisory Vote Proposal or the Prohibition of Stockholder Written Consent Advisory Vote Proposal will have the same effect as a vote "AGAINST" such proposal.



•

with respect to the Match Adjournment Proposal will have no effect on such proposal.

Q:    Can I change my vote or revoke my proxy?

A:

Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Match special meeting by:

•

submitting a later-dated proxy relating to the same shares online, by telephone or by mail before the date of the Match special meeting;

•

delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

•

virtually attending the Match special meeting and voting online at that time at www.virtualshareholdermeeting.com/MTCH2020 (although virtual attendance at the Match special meeting will not, by itself, change your vote or revoke a proxy). See the question below for further details.

To change your vote or revoke your proxy, follow the instructions provided on the proxy card to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. You may request a new proxy card by calling Match's proxy solicitor, MacKenzie Partners, Inc., at 212-929-5500 or 800-322-2885 (Toll-Free).

If you hold your Match capital stock through a broker, bank or other holder of record, follow the instructions that you receive from your broker, bank or other holder of record if you wish to revoke your proxy.

Q:    Who can attend the Match special meeting?

A:

Only Match stockholders and persons holding proxies from Match stockholders may virtually attend the Match special meeting. To participate in the Match special meeting, go to www.virtualshareholdermeeting.com/MTCH2020 and enter the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

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Q:    What if I do not specify a choice for a matter when returning a proxy?

A:

If you do not give specific instructions, proxies that are signed and returned will be voted FOR all of the proposals to be voted on at the Match special meeting.

Q:    How are proxies solicited and who bears the related costs?

A:

Match bears all expenses incurred in connection with the solicitation of proxies for the Match special meeting. In addition to solicitations by mail, directors, officers and employees of Match may solicit proxies from stockholders by telephone, letter, facsimile, e-mail or in person.

In addition, Match has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies from Match stockholders. The fee for such firm's services is estimated not to exceed $35,000, plus reimbursement for its reasonable out-of-pocket expenses.

Following the initial mailing of the proxy materials, Match will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match capital stock and to request authority for the exercise of proxies. In such cases, Match, upon the request of these holders, will reimburse these parties for their reasonable expenses.

Q:    Should I send in my stock certificates with my proxy?

A:

No, please do NOT return your stock certificate(s) with your proxy. You will be mailed a form of election and other customary transmittal materials, under separate cover, describing how you may exchange your shares of Match capital stock for the merger consideration and make a cash election or additional stock election. If your shares of Match capital stock are held in "street name" through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your "street name" shares of Match capital stock in exchange for merger consideration and make a cash election or additional stock election if and when the Separation is completed, as further described in this joint proxy statement/prospectus.

Q:    What should I do if I have questions about the Match special meeting?

A:

If you have any questions about the Match special meeting or the various proposals to be voted on at the Match special meeting, would like to obtain assistance with how to vote virtually or would like copies of any of the documents referred to in this joint proxy statement/prospectus, you should contact MacKenzie Partners, Inc. at 212-929-5500 (call collect) or 800-322-2885 (Toll-Free) or proxy@mackenziepartners.com or Match's Investor Relations department by sending an e-mail to IR@match.com.

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION

        The following section provides brief answers to certain questions that you may have regarding the transaction agreement and the Separation. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information about the parties to the transaction agreement is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled "Where You Can Find More Information."

Q:    What are IAC and Match proposing to do?

A:

IAC and Match are proposing that the businesses of Match be separated from the remaining businesses of IAC through a series of transactions (which we refer to as the "Separation") that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed "Match Group, Inc." (which we refer to as "New Match") and which will own the businesses of Match and certain IAC financing subsidiaries, and (2) New IAC, which will be renamed "IAC/InterActiveCorp" and which will own IAC's other businesses—and the pre-transaction stockholders of Match (other than IAC) owning shares in New Match.

Q:    Why are IAC and Match proposing the Separation?

A:

The IAC board of directors believes that the Separation should provide benefits to IAC and its stockholders, including, among others:

•

greater ability to focus on building the scale of New IAC's remaining businesses and pursuing strategic acquisitions and investments to drive long-term profitability and shareholder value;

•

position New IAC to enter the next chapter of its growth and development story by providing it with the capital needed to grow its remaining businesses and to pursue acquisition opportunities;

•

simplification in the corporate structure of IAC and its subsidiaries, including Match, resulting from the transaction is expected to have certain benefits that will be reflected in the New Match common stock to be received by IAC shareholders. These benefits include the potential elimination of a trading discount due to Match's controlled company status and the potential that New Match common stock (as opposed to Match common stock currently) will in the future be eligible to be included in one or more of the major stock indices as a result of New Match's single class structure;

•

separate equity currencies that more closely align with the performance of the underlying businesses will enable each company to pursue value enhancing M&A opportunities and provide each with a more effective tool for management compensation;

•

more efficient allocation of capital for both New IAC and New Match that will allow each company to pursue an optimal mix of return of capital to stockholders, reinvestment and acquisitions;

•

continued participation by IAC stockholders in New IAC's and New Match's future earnings or growth following the Separation; and

•

distinct investment identities allowing investors to evaluate the merits, strategy, performance and future prospects of New Match separately from New IAC.

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For a discussion of the factors that the IAC board of directors considered in determining to proceed with the Separation, please see the section of this joint proxy statement/prospectus entitled "The Separation—IAC's Reasons for the Separation; Recommendation of the IAC Board of Directors."

The Match separation committee believes that the Separation should provide benefits to Match and its stockholders, including, among others:

•

improved strategic flexibility on the part of New Match by creating a single class of "one share-one vote" common stock following the Separation, and no longer having a controlling stockholder;



•

increased trading liquidity for New Match common stock and the potential for future eligibility for inclusion in stock market indexes, such as the S&P 500 Index; and



•

in addition to receiving one share of New Match common stock, the Match stockholders' ability to attain immediate liquidity by choosing to receive the cash election amount, or the ability to achieve a greater share of the potential future value of New Match by choosing to receive the additional stock election amount (each as further described in the section entitled "The Transaction Agreement—Election and Exchange Procedures").

For a discussion of the factors that the Match separation committee and the Match board of directors considered in determining to proceed with the Separation, please see the section of this joint proxy statement/prospectus entitled "The Separation—Match's Reasons for the Separation; Recommendation of the Match Separation Committee; Recommendation of the Match Board of Directors."

Q:    How will the Separation be implemented?

A:

The Separation is structured to include the following steps (which we refer to as the "Transactions"):

•

Certain restructuring transactions (which we refer to as the "Restructuring Transactions") in connection with which, among other things, IAC's ownership interests in Match will be transferred directly to IAC, the ownership interests in the other businesses of IAC will be transferred to New IAC and cash will be contributed by IAC to New IAC as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Financing Matters—Match Loan; Debt Financing."

•

The reclassification (which we refer to as the "Reclassification") of each share of:

•

IAC common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio (as defined below in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Reclassification Exchange Ratio") and (ii) one share of IAC Series 1 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC common stock; and

•

IAC Class B common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and (ii) one share of IAC Series 2 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC Class B common stock.

•

The merger of Match with and into New Match Merger Sub (which we refer to as the "Match merger"), with New Match Merger Sub surviving the Match merger as an indirect wholly owned subsidiary of New Match and each share of Match common stock that is outstanding (excluding

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shares owned by IAC, Match, or any wholly owned subsidiary of IAC or Match) converting into the right to receive one share of New Match common stock and:

•

at the holder's election (as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Election and Exchange Procedures"), either (i) $3.00 in cash (which we refer to as a "cash election") or (ii) a fraction of a share of New Match common stock with a value of $3.00, calculated based on the Match VWAP (which we refer to as an "additional stock election"); or



•

in the event the holder fails to make a valid election, the same consideration it would receive had the holder made an additional stock election (which we refer to as a "non-election").



•

The effectiveness of certain amendments to the New Match certificate of incorporation (as set forth in the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal and the Other New Match Charter Amendments Proposal) and the implementation of the actions relating to the governance of New Match following the Separation are further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—New Match Post-Closing Governance and Management."

Q:    As an IAC stockholder, what will I own after the completion of the Separation?

A:

As a result of the Separation, the shares of IAC capital stock that you hold will be treated as follows:

•

IAC common stock:  Every share of IAC common stock that you own will be reclassified into a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and one share of IAC Series 1 Mandatorily Exchangeable Preferred Stock that will automatically exchange into one share of New IAC Common Stock immediately following the Reclassification;

•

IAC Class B common stock:  Every share of IAC Class B common stock that you own will be reclassified into a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and one share of IAC Series 2 Mandatorily Exchangeable Preferred Stock that will automatically exchange into one share of New IAC Class B common stock immediately following the Reclassification.

Q:    What is the Reclassification Exchange Ratio?

A:

The Reclassification Exchange Ratio is the number of shares of IAC Class M common stock that IAC stockholders will receive in connection with the Reclassification in respect of each share of IAC capital stock that they hold.

The Reclassification Exchange Ratio will equal the quotient obtained by dividing (A) the number of outstanding shares of Match capital stock owned by IAC, subject to certain specified adjustments related to the allocation of certain assets and liabilities between New IAC and New Match, among other adjustments, in connection with the Separation, by (B) the total number of outstanding shares of IAC capital stock. These adjustments will (i) increase the aggregate number of shares of IAC Class M common stock issued in the Reclassification to IAC's stockholders to reflect the agreed value of certain tax attributes of IAC and (ii) reduce the aggregate number of shares of IAC Class M common stock issued in the Reclassification to IAC's stockholders to reflect (1) the retention by New Match of approximately $1.7 billion principal amount of exchangeable notes issued by certain financing subsidiaries of IAC (the "exchangeable notes issuers") and related hedging instruments, (2) a portion of the cost of the New Match stock options to be received by IAC employees in respect of their existing IAC stock options, (3) the number of shares of IAC Class M common stock (or New Match common stock), if any, sold in

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the IAC Class M equity offering described below in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Financing Matters—IAC Class M Equity Offering" and (4) the number of shares of New Match common stock issued to non-IAC stockholders of Match in respect of additional stock elections and non-elections.

•

For more information, please see the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Reclassification Exchange Ratio."

Q:    As a Match stockholder, what will I own after the completion of the Separation?

A:

You will receive, through a merger, in exchange for each outstanding share of Match common stock that you hold:

•

one share of New Match common stock; and

•

at your election, either (i) $3.00 in cash (which we refer to as the "cash election amount") or (ii) a fraction of a share of New Match common stock with a value of $3.00, calculated based on the Match VWAP (which we refer to as the "additional stock election amount").

If you fail to make a valid election, you will be treated as having made an additional stock election.

Q:    How will Match stockholders make their elections to receive either only shares of New Match common stock or a mix of New Match common stock and cash in the Match merger?

A:

IAC and Match will make available to Match stockholders an election form, including appropriate and customary transmittal materials, to permit holders of record of shares of Match capital stock other than IAC, Match and their wholly owned subsidiaries (we refer to such holders as "non-IAC Match stockholders") to make an election. IAC and Match have agreed initially to make available and mail the form of election not less than twenty business days prior to the anticipated election deadline to non-IAC Match stockholders who are holders of record of shares of Match capital stock as of the business day prior to such mailing date (we refer to this deadline as the "election record date"). Following the mailing date, IAC and Match have agreed to use commercially reasonable efforts to make available a form of election to any person who becomes a holder of record of shares of Match capital stock during the period between the election record date and the election deadline. The election deadline is expected to be 5:00 p.m., New York City time, on the date that is the fifth business day preceding the date of the Match special meeting. The time period between the mailing date and the election deadline is referred to in this joint proxy statement/prospectus as the "election period."

During the election period, non-IAC Match stockholders may specify (i) the number of shares of Match capital stock owned by such holder with respect to which such holder desires to make a cash election and (ii) the number of shares of Match capital stock owned by such holder with respect to which such holder desires to make an additional stock election. At any time during the election period, each non-IAC Match stockholder may change or revoke such non-IAC Match stockholder's election by written notice to the exchange agent prior to the election deadline accompanied by a properly completed and signed revised form of election.

Any election will have been made properly only if the exchange agent receives, during the election period, a duly completed and signed form of election and any other documents as may reasonably be required by the exchange agent, together with (i) in the case of shares represented by a certificate, the surrender of such certificate for cancellation to the exchange agent, or (ii) in the case of shares held in book-entry form, the receipt of an "agent's message" or other required electronic communication by the exchange agent. If you own shares of Match capital stock in "street name" through a bank, broker or other nominee and you wish to make an election, you

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should seek instructions from the bank, broker or other nominee holding your shares concerning how to make a proper election.

If any election is revoked or not properly made with respect to any shares of Match capital stock, such election will be deemed to be not in effect, and the shares of Match capital stock covered by such election will, for purposes of election, be treated as having made an additional stock election, unless a proper election is thereafter made before the election deadline.

For more information, please see the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Election and Exchange Procedures."

Q:    What happens if I sell my shares of IAC capital stock or Match capital stock before completion of the Separation?

A:

The record date for the IAC annual meeting is earlier than both the date of the IAC annual meeting and the date that the Separation is expected to be completed, and the record date for the Match special meeting is earlier than both the date of the Match special meeting and the date that the Separation is expected to be completed. If you transfer your shares of IAC capital stock or Match capital stock after the applicable record date but before the applicable stockholder meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the applicable stockholder meeting but will transfer the right to receive shares and any cash amounts to which you would otherwise be entitled in connection with the Separation to the person to whom you transfer your shares. In order to receive the shares and any cash amounts which you are entitled to receive in connection with the Separation as a stockholder of IAC or Match, as applicable, you must hold your shares through the completion of the Separation.

Q:    Do I need to do anything with my IAC shares?

A:

Following the closing, IAC will mail to each holder of IAC common stock or IAC Class B common stock a letter of transmittal with instructions that explain how to return certificated shares (or shares held in book-entry form) of IAC common stock and IAC Class B common stock to enable the holder to receive uncertificated shares of New IAC common stock and IAC Class M common stock to which the holder is entitled in respect of its shares of IAC common stock in connection with the Separation, and uncertificated shares of New IAC Class B common stock and IAC Class M common stock to which the holder is entitled in respect of its shares of IAC Class B common stock in connection with the Separation. Holders of IAC common stock and IAC Class B common stock may deliver their certificates (or shares held in book-entry form) representing shares of IAC common stock and IAC Class B common stock, along with a properly executed letter of transmittal and any other required documents, to the exchange agent identified in the letter of transmittal. The certificates (or shares held in book-entry form) will be cancelled and each holder will receive the number of full shares of New IAC common stock, New IAC Class B common stock and New Match common stock to which that holder is entitled, subject to receipt of cash in lieu of any fractional shares arising from the Reclassification.

Q:    Do I need to do anything with my Match shares?

A:

If a holder of shares of Match common stock would like to make an election, it may do so in accordance with the information described above under the heading "How will Match stockholders make their elections to receive either only shares of New Match common stock or a mix of New Match common stock and cash in the Match merger?"

If a holder of shares of Match common stock does not wish to make an election or does not validly make an election as described above, Match will mail to each such holder a letter of transmittal following closing with instructions that explain how to return certificated shares (or

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shares held in book-entry form) of Match capital stock to enable the holder to receive uncertificated shares of New Match common stock to which is the holder is entitled in respect of its shares of Match capital stock in connection with the Separation.

Holders of Match capital stock may deliver their certificates (or shares held in book-entry form) representing shares of Match capital stock, along with a properly executed form of election or letter of transmittal, as applicable, and any other required documents, to the exchange agent identified in the form of election or letter of transmittal, as applicable. The certificates (or shares held in book-entry form) will be cancelled and each holder will receive the number of shares of New Match common stock and any applicable cash amounts to which that holder is entitled.

Q:    How will I receive my shares of New IAC and New Match?

A:

Following the Separation, New IAC common stock, New IAC Class B common stock and New Match common stock (i.e., IAC Class M common stock as renamed following the Separation) will be issued electronically by way of direct registration, or in "uncertificated" form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable stock certificates and the need to return a duly executed stock certificate to effect a transfer. Computershare Trust Company, N.A. will act as the registrar and transfer agent for New IAC common stock and New IAC Class B common stock after the Separation, and Computershare Trust Company, N.A. will act as the registrar and transfer agent for New Match common stock after the Separation.

Q:    What happens if the Separation is not completed?

A:

If the Separation is not completed, the transactions described in the transaction agreement will not be implemented, Match will as of such time remain a majority-owned subsidiary of IAC, and IAC and Match stockholders will continue to hold their shares in IAC and Match, respectively, and will not receive any shares of New IAC or New Match.

Q:    Will the New IAC securities and the New Match securities be listed on an exchange and publicly traded after the Separation?

A:

New IAC will apply to list the New IAC common stock and IAC will apply to list the New Match common stock on The Nasdaq Global Select Market or other nationally recognized stock exchange under the ticker symbols "IAC" and "MTCH," respectively. Trading in New IAC common stock and New Match common stock under these symbols is expected to begin on the first business day following the date that IAC completes the Separation. However, there can be no assurance that a viable and active trading market will develop. There is no plan to publicly list the New IAC Class B common stock.

Q:    Am I entitled to dissenters' rights or appraisal rights?

A:

No. You will not be entitled to dissenters' rights or appraisal rights in connection with the Separation. See "The Separation—No Dissenters' Rights."

Q:    When do IAC and Match expect to complete the Separation?

A:

The transaction is expected to close promptly following the date of the IAC annual meeting and the Match special meeting.

Q:    What should I do if I have questions?

A:

If you have any questions about the Separation, you should contact Georgeson, LLC at 800-891-3214 or IAC Investor Relations at 212-314-7400 or ir@iac.com, or MacKenzie Partners, Inc. at 212-929-5500 (call collect) or 800-322-2885 (Toll-Free) or proxy@mackenziepartners.com or Match Investor Relations by sending an e-mail to IR@match.com.

Q:    Where can I find more information about IAC and Match?

A:

You can find more information from various sources described under "Where You Can Find More Information."

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