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full their option to purchase additional shares of our common stock in this offering). IAC is not subject to any contractual
obligation to retain its controlling interest in us. except ... that IAC is subject to the lock-up agreement described in the section "Shares eligible for future sale.-
Pre-offering relationship with IAC
We have operated as a wholly-owned ... subsidiary of IAC since our incorporation. As a result, in the ordinary course of our business, IAC has provided us with
various services. including accounting. treasury. legal, tax, risk management
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EFTA01378056Set 10
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made with the SEC. including this registration statement. We and IAC will also agree to release each party and as respective affiliates.
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Table of Contents
successors, assigns, stockholders, directors ... property.
Investor rights agreement
We will enter into an investor rights agreement with IAC providing IAC, (i) specified registration and other rights relating to its shares of our common stock ... anti-dilution rights.
Registration rights. IAC will be entitled to request registrations under the Securities Act and, in connection with a distribution to IAC's shareholders.
registration with any applicable
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EFTA01378004Set 10
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Term Loan Facility:
(0 To reflect the note exchange and the related distribution to IAC. On October 16, 2015, we commenced a private exchange offer to eligible holders to
exchange ... million aggregate principal amount of outstanding 4.75% Senior Notes due 2022 issued by IAC. or the 2022 IAC Notes,
for up to $500 million aggregate principal amount ... received from the issuance of the Match Notes. The exchange offer and
distribution to IAC will be effected as follows: Match Group will close the exchange offer: Match Group will
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EFTA01378053Set 10
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trustee under the New Indenture or any holders of the Match
Notes
IAC subordinated loan facility
Pnor to this offering, we will enter into an uncommitted subordinated loan facility with ... IAC, or the IAC Subordinated Loan Facility, pursuant to which we may
make one or more requests to IAC to borrow funds from it. If IAC agrees to fulfill ... from us. such indebtedness will be incurred in
accordance with the terms of the IAC Subordinated Loan Facility. Any indebtedness outstanding under the IAC Subordinated Loan Facility will
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EFTA01378021Set 10
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cash equivalents primarily consist of AAA rated money market
funds. Domestically, we participate in IAC's centrally managed U.S. treasury management function in which IAC sweeps our domestic cash. Long ... with this offering.
We and certain of our domestic subsidiaries are also guarantors of IAC's 2013 Senior Notes ($500 million aggregate principal amount of 4.875% Senior Notes
due November ... Notes ($500 million aggregate principal amount of 4.75% Senior Notes due December 15, 2022). IAC's $300 million
revolving credit facility as amended and restated, which terminates on October
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directors or officers who are also officers, directors, employees or other affiliates of IAC or its affiliates (except that we and our
subsidiaries shall not be deemed affiliates of IAC ... affiliates for the purposes of the provision) or (ii) IAC itself, and which relate to the business of IAC or
may constitute a corporate opportunity for both IAC ... provision generally will provide that neither IAC nor our officers or directors who are also
officers or directors of IAC or its affiliates will be liable
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Mark Stein has served as Senior Vice President and Chief Strategy Officer of IAC since September 2015 and prior to that time, he served as both Senior Vice
President ... Corporate Development at IAC (since January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile
applications and media properties that comprise IAC's Search & Applications segment ... service in these roles, Mr. Stein
served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network, an IAC subsidiary that
builds
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EFTA01378039Set 10
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August 1998. Ms. De Rycker also has served as a director of IAC since September 2011 and
serves on the boards of directors of a number of private consumer internet ... investments and
other strategic transactions.
Joseph Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC ... Search &
Applications. overseeing the desktop software, mobile applications and media properties that comprise IAC's Search & Applications segment, since January
2012. From November 2009 to January 2012, Mr. Levin served
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EFTA01378098Set 10
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year for:
Interest S 2.609 $ 2.928 $ 7.017
Income tax payments. including amounts paid to IAC for Match Group. Inc's share of
IAC's consolidated tax liability ... Income tax refunds (1,372) (647) (3.826)
Note 13 —Related party transactions
Relationship with IAC prior to the Initial public offering
Match Group, Inc.'s combined statement of operations includes ... allocations of general and administrative oosts, including stock-based compensation expense,
related to IAC's accounting, treasury, legal, tax, corporate support and internal audit functions. These allocations were based
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