Iac/Interactivecorp

As filed with the Securities and Exchange Commission on February 13, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IAC/INTERACTIVECORP (Exact Name of Registrant as Specified in its Charter) Delaware 5990 59-2712887 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 555 West 18th Street New York, New York 10011 (212) 314-7300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) IAC HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 7310 84-3727412 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 555 West 18th Street New York, New York 10011 (212) 314-7300 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Gregg Winiarski Executive Vice President, General Counsel and Secretary IAC/InterActiveCorp 555 West 18th Street New York, New York 10011 (212) 314-7300 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Jared F. Sine, Esq. Andrew J. Nussbaum, Esq. Jeffrey J. Rosen, Esq. Match Group, Inc. Jenna E. Levine, Esq. William D. Regner, Esq. 8750 North Central Expressway Wachtell, Lipton, Rosen & Katz Debevoise & Plimpton LLP Suite 1400 51 West 52nd Street 919 Third Avenue Dallas, Texas 75231 New York, New York 10019 New York, New York 10022 (214) 576-9352 (212) 403-1000 (212) 909-6000 Approximate Date of Commencement of Proposed Sale of the Securities to the Public: As soon as practicable after this Registration Statement is declared effective and upon completion of the transactions described in the enclosed joint proxy statement/prospectus. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. អ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. អ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act of 1934, as amended. (Check one): Large Accelerated filer ፤ Accelerated filer អ Non-accelerated filer អ Smaller reporting company អ Emerging growth company អ 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 7(a)(2)(B) of the Securities Act. អ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) អ Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) អ (Calculation of Registration Fee table appears on following pages) The co-Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the co-Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. CALCULATION OF REGISTRATION FEE Proposed Maximum Proposed Maximum Title of each Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of to be Registered Registered Security Price Registration Fee A. Common stock, par value $0.001 per share, of IAC Holdings, Inc. .................. 84,683,525(1) N/A $19,682,573,077(2) $2,554,798(3) B. Class B common stock, par value $0.001 per share, of IAC Holdings, Inc. ............ 5,789,499(4) N/A $ 1,138,331,392(5) $ 147,755(3) C. Class M common stock, par value $0.001 per share, of IAC/InterActiveCorp ........... 290,541,987(6) N/A $ 5,029,049,479(7) $ 652,771(3) Total .......................... $25,849,953,948 $ 3,355,324 (1) Represents the estimated maximum number of shares of common stock, par value $0.001 per share, of IAC Holdings, Inc. (‘‘New IAC common stock’’) that may be issued in connection with the transactions described in the joint proxy statement/prospectus forming a part of this registration statement (the ‘‘joint proxy statement/prospectus’’), calculated as the product of (a) the sum of (i) 78,970,141, the number of shares of common stock, par value $0.001 per share, of IAC/InterActiveCorp (‘‘IAC common stock’’) outstanding as of January 31, 2020, (ii) 198,364, the number of shares of IAC common stock issuable in respect of outstanding awards of restricted stock units of IAC/InterActiveCorp as of January 31, 2020, (iii) 141,172, the maximum number of shares of IAC common stock issuable in respect of outstanding awards of performance stock units of IAC/ InterActiveCorp as of January 31, 2020, (iv) 10,000, which is an estimate of the number of shares of IAC common stock issuable in respect of IAC equity awards that may be granted from February 1, 2020 through the closing of the transactions described in the joint proxy statement/prospectus, (v) 549,929, the number of shares of IAC common stock issuable upon the settlement of awards that were issued by IAC subsidiaries (including Match Group, Inc.) and (vi) 4,813,919, the number of shares of IAC common stock issuable in respect of options to purchase shares of IAC common stock that were issued by IAC/InterActiveCorp outstanding as of January 31, 2020, multiplied by (b) 1, the number of shares of New IAC common stock to be issued in connection with the reclassification of each share of IAC common stock in connection with the transactions described in the joint proxy statement/prospectus. (2) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the ‘‘Securities Act’’), and calculated pursuant to Rule 457(c), Rule 457(f) and Rule 457(h) under the Securities Act. Such value equals the sum of (a) the product of (i) 79,869,606 (the sum of items (a)(i) through (v) in footnote 1 above) multiplied by (ii) $242.53, the average of the high and low sales prices for IAC common stock as reported on The Nasdaq Global Select Market on February 7, 2020 and (b) the product of (i) 4,813,919, the number of shares of IAC common stock issuable in respect of options to purchase shares of IAC common stock that were issued by IAC/ InterActiveCorp or its subsidiaries and outstanding as of January 31, 2020, multiplied by (ii) $64.77, the weighted average exercise price of such options as of January 31, 2020. (3) Calculated in accordance with Section 6(b) of the Securities Act at a rate equal to $129.80 per $1,000,000 of the proposed maximum aggregate offering price. (4) Represents the estimated maximum number of shares of Class B common stock, par value $0.001 per share, of IAC Holdings, Inc. (‘‘New IAC Class B common stock’’) that may be issued in connection with the transactions described in the joint proxy statement/prospectus, calculated as the product of (a) 5,789,499, the number of shares of Class B common stock, par value $0.001 per share, of IAC/InterActiveCorp (‘‘IAC Class B common stock’’) outstanding as of January 31, 2020, multiplied by (b) 1, the number of shares of New IAC Class B common stock to be issued in connection with the reclassification of each share of IAC Class B common stock in connection with the transactions described in the joint proxy statement/prospectus. (5) Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and calculated pursuant to Rule 457(f) under the Securities Act. Such value equals the product of (a) 5,789,499, the number of shares of IAC Class B common stock outstanding as of January 31, 2020, multiplied by (b) $98.31, the book value of a share of IAC Class B common stock on December 31, 2019. (6) Represents the estimated maximum number of shares of Class M common stock, par value $0.001 per share, of IAC/InterActiveCorp (‘‘New Match common stock’’) that may be issued in connection with the transactions described in the joint proxy statement/prospectus, calculated as the sum of (a) the product of (i) 90,473,024, the sum of (1) items (a)(i) through (vi) in footnote 1 above, and (2) item (a) in footnote 4 above multiplied by (ii) 2.38, the estimated maximum Reclassification Exchange Ratio (as defined in the joint proxy statement/prospectus) and (b) the product of (i) the sum of (1) 54,673,456, the aggregate number of shares of common stock, par value $0.001 per share, of Match Group, Inc.

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