IAC/INTERACTIVECORP (Form: 8-K, Received: 07/01/2020 06:30:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2020

IAC/INTERACTIVECORP

(Exact name of registrant as specified in its charter)

Delaware	0-20570	59-2712887
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File No.)	Identification No.)

555 West 18th Street, New York, NY		10011
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 314-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)		(Trading Symbol(s))		(Name of each exchange on which registered)
Common Stock, par value $0.001		IAC		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01.

Other Events.

As previously announced, on June 9, 2020, IAC/InterActiveCorp (“IAC” or the “Company”) entered into agreements with certain institutional investors (the “Investors”) pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, an aggregate of 17,339,035 shares (“Shares”) of the Company’s Class M common stock, par value $0.001 per share (the “Class M common stock”), in a registered direct placement (the “Offering”) in connection with the pending separation (the “Separation”) of IAC and Match Group, Inc. (“Match”). The Company offered the Shares pursuant to a prospectus supplement dated June 9, 2020, and a shelf registration statement on Form S-3ASR (File No. 333-238046), including the base prospectus, dated May 6, 2020, as contained therein, that was originally filed with the Securities and Exchange Commission on May 6, 2020.

A copy of the opinion of Wachtell, Lipton, Rosen & Katz relating to the issuance of the Shares in the Offering is attached hereto as Exhibit 5.1.

No Offer or Solicitation / Additional Information and Where to Find It

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

This communication is being made in respect of a proposed transaction involving IAC, IAC Holdings, Inc. (“New IAC”) and Match. In connection with the proposed transaction, on April 28, 2020, IAC and New IAC filed with the Securities and Exchange Commission (the “SEC”) an amendment to the joint registration statement on Form S-4 filed on February 13, 2020 (the “Form S-4”) that includes a joint proxy statement of IAC and Match. The Form S-4 was declared effective by the SEC on April 30, 2020, and IAC and Match commenced mailing the joint proxy statement/prospectus to stockholders of IAC and stockholders of Match on or about May 4, 2020. Each party will file other documents regarding the proposed transaction with the SEC. IAC, New IAC and Match may file one or more other documents with the SEC. This communication is not a substitute for the joint proxy statement/prospectus or any other document that may be filed with the SEC in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS OF IAC AND MATCH ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.sec.gov. Copies of documents filed with the SEC by IAC (when they become available) may be obtained free of charge on IAC’s website at www.iac.com. Copies of documents filed with the SEC by Match (when they become available) may also be obtained free of charge on Match’s website at www.mtch.com.

Forward-Looking Statements

Certain statements and information in this communication may be deemed to be “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to IAC’s and Match Group’s anticipated financial performance, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that IAC and Match Group intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by IAC’s and Match Group’s management in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe to be appropriate. IAC and Match Group undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance. Whether actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: risks and uncertainties discussed in the joint proxy statement/prospectus and other reports that IAC and Match Group have filed with the SEC, competition, Match Group’s ability to maintain user rates on its higher monetizing dating products, the companies’ ability to attract users to their products and services through cost-effective marketing and related efforts, changes in the companies’ relationship with (or policies implemented by) Google, foreign currency exchange rate fluctuations, Match Group’s ability to distribute their products through third parties and offset related fees, the integrity and scalability of the companies’ systems and infrastructure (and those of third parties) and the companies’ ability to adapt their systems and infrastructure to changes in a timely and cost-effective manner, the companies’ ability to protect their systems from cyberattacks and to protect personal and confidential user information, risks relating to certain of the companies’ international operations and acquisitions, the impact of the outbreak of the COVID-19 coronavirus, or any subsequent or similar epidemic or pandemic, the risks inherent in separating Match Group from IAC, including uncertainties related to, among other things, the costs and expected benefits of the proposed transaction, the calculation of, and factors that may impact the calculation of, the exchange ratio at which shares of IAC capital stock will be converted into the right to receive new shares of the post-separation Match Group in connection with the transaction, the expected timing of the transaction or whether it will be completed, whether the conditions to the transaction can be satisfied or any event, change or other circumstance occurs that could give rise to the termination of the Transaction Agreement (including the failure to receive any required approvals from the stockholders of IAC and Match Group or any required regulatory approvals), any litigation arising out of or relating to the proposed transaction, the expected tax treatment of the transaction, and the impact of the transaction on the businesses of IAC and Match Group, and other circumstances beyond IAC’s and Match Group’s control. You should not place undue reliance on these forward-looking statements. For more details on factors that could affect these expectations, please see IAC’s and Match Group’s filings with the SEC, including the joint proxy statement/prospectus.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
5.1		Opinion of Wachtell, Lipton, Rosen & Katz, dated June 30, 2020, with respect to the Shares.
23.1		Consent of Wachtell, Lipton, Rosen & Katz, dated June 30, 2020 (included in Exhibit 5.1) with respect to the Shares.
104		Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IAC/INTERACTIVECORP

	By:	/s/ Gregg Winiarski
	Name:	Gregg Winiarski
	Title:	Executive Vice President, General Counsel & Secretary

Date: June 30, 2020

Exhibit 5.1

[Letterhead of Wachtell, Lipton, Rosen & Katz]

June 30, 2020

IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011

Re: Class M Common Stock Offering

Ladies and Gentlemen:

We have acted as special outside counsel to IAC/InterActiveCorp, a Delaware corporation (“IAC”), in connection with the offer and sale of up to 17,339,035 shares of Class M common stock, par value $0.001 per share, of IAC (the “Shares”) pursuant to the automatic shelf Registration Statement on Form S-3 (File No. 333-238046) filed with the Securities and Exchange Commission (“Commission”) on May 6, 2020 (as supplemented by the Prospectus Supplement to such Registration Statement filed with the Commission on June 10, 2020, the “Registration Statement,” which term does not include any other document or agreement whether or not specifically referred to or incorporated by reference therein or attached as an exhibit or schedule thereto), relating to the offer and sale of the Shares under the Securities Act of 1933, as amended (including the rules and regulations thereunder, the “Act”), that became automatically effective under the Act pursuant to Rule 462(e) promulgated thereunder.

In rendering the opinion contained herein, we have examined and relied on (i) the Registration Statement, (ii) the Transaction Agreement, dated as of December 19, 2019, and amended as of April 28, 2020 and June 22, 2020, by and among IAC, IAC Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of IAC, Valentine Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IAC, and Match Group, Inc., a Delaware corporation (the “Transaction Agreement”), (iii) the Subscription Agreements, dated as of June 9, 2020 (“Subscription Agreements”), by and among IAC and the other parties signatory to each such Subscription Agreement, (iv) the certificate of incorporation and the bylaws of IAC as currently in effect, (v) certain amendments to the certificate of incorporation of IAC that have been filed with and accepted by the Secretary of State of the State of Delaware and which we have assumed will become effective in each case at the times set forth in such amendments (which we note would have the effect of changing the name of the Company to “Match Group, Inc.” and the name of the security represented by the Shares to common stock) and (vi) the form of the second amended and restated bylaws of IAC that have been adopted by the Board of Directors of the Company and which we have assumed will become effective at the Match Merger Effective Time (as defined in the Transaction Agreement). We have also examined and relied on the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments as we have deemed necessary or appropriate for the purposes of this opinion letter. As to questions of fact material to this opinion, with your approval, we have relied and will rely upon oral and written representations of IAC and certificates or comparable documents of public officials and of officers and representatives of IAC.

In making such examination and rendering the opinion set forth below, we have assumed without verification (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the authenticity of the originals of such documents submitted to us as certified copies; (d) the conformity to originals of all documents submitted to us as copies; (e) the authenticity of the originals of such documents; (f) that all documents submitted to us as certified copies are true and correct copies of such originals; (g) the legal capacity of all individuals executing any of the foregoing documents; and (h) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, records, documents, instruments and certificates we have reviewed.

In rendering the opinion set forth below, we have also assumed that the Shares will be duly authenticated by the transfer agent and registrar for the Shares and that the certificates, if any, evidencing the Shares to be issued will be manually signed by one of the authorized officers of the transfer agent and registrar for the Shares and registered by such transfer agent and registrar and will conform to the specimen certificate examined by us evidencing the Shares.

Based upon and subject to the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations set forth in this opinion letter, we are of the opinion that the Shares have been duly authorized and, upon issuance, payment and delivery of the Shares in the manner contemplated by the Subscription Agreements and the Registration Statement, will be validly issued and fully paid and non-assessable.

This opinion is subject to the effects of (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (b) general equitable principles (whether considered in a proceeding in equity or at law) and (c) an implied covenant of good faith and fair dealing. Furthermore, the manner in which any particular issue relating to this opinion would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved choose to exercise the wide discretionary authority generally available to it.

We are members of the Bar of the State of New York. We have not considered, and we express no opinion as to any law other than the General Corporation Law of the State of Delaware, as in effect on the date hereof.

This opinion letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing of copies of this opinion letter as Exhibit 5.1 to IAC’s Current Report on Form 8-K, which will be incorporated by reference in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act. We assume no obligation to advise IAC or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

	Very truly yours,

	/s/ Wachtell, Lipton, Rosen & Katz

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