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. 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. 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. 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 Non-accelerated filer Smaller reporting company 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 7(a)(2)(B) of the Securities Act. 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) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) (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. (‘‘Match common stock’’) outstanding as of January 31, 2020 and not owned by IAC/InterActiveCorp or Match Group, Inc., or any of their wholly subsidiaries for their own account, (2) 3,235,913, the number of shares of Match common stock issuable in respect of outstanding awards of restricted stock units of Match Group, Inc. as of January 31, 2020, (3) 2,269,539, the maximum number of shares of Match common stock issuable in respect of outstanding awards of performance stock units of Match Group, Inc. as of January 31, 2020, (4) 1,500,000, which is an estimate of the number of shares of Match common stock issuable in respect of Match equity awards that may be granted from February 1, 2020 through the closing of the transactions described in the joint proxy statement/prospectus in compliance with the provisions of the transaction agreement described in the joint proxy statement/prospectus, and (5) 10,673,721, the number of shares of Match common stock issuable in respect of options to purchase shares of Match common stock that were issued by Match Group, Inc. and outstanding as of January 31, 2020, multiplied by (ii) the sum of (1) 1, the ratio at which a share of Match common stock will be exchanged into the right to receive a new share of New Match common stock in connection with the transactions described in this joint proxy statement/prospectus and subject to the terms of the transaction agreement and (2) the quotient of (x) $3.00 divided by (y) $75.80, the average of the high and low sales prices for Match common stock as reported on The Nasdaq Global Select Market on February 7, 2020 less $3.00.
(7) 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(c), Rule 457(f) and Rule 457(h) under the Securities Act. Such value equals the sum of (a) the product of (i) 61,678,908 (the sum of items (b)(i)(1) through (4) in footnote 6 above) multiplied by (ii) $78.80, the average of the high and low sales prices for Match common stock as reported on The Nasdaq Global Select Market on February 7, 2020, and (b) the product of (i) 10,673,721, the number of shares of Match common stock issuable in respect of options to purchase shares of Match common stock that were issued by Match Group, Inc. and outstanding as of January 31, 2020, multiplied by (ii) $15.81, the weighted average exercise price of such options as of January 31, 2020.
Pursuant to Rule 457(f)(i) and Rule 457(f)(ii), the registration fee is based upon the market value of the securities to be cancelled in the transaction, or if there is no market for such securities, the book value of such securities. Items A through B above (and the footnotes relating thereto) account for all of the shares of IAC common stock and IAC Class B common stock (other than shares held in the treasury of IAC or by wholly owned subsidiaries of IAC) that will be cancelled in the transactions described in the joint proxy statement/prospectus. Accordingly, the securities registered pursuant to this registration statement that are listed under Item C above and that are issuable in respect of securities of IAC/InterActiveCorp that will be cancelled in the transactions described in the joint proxy statement/prospectus do not affect the registration fee payable hereunder. PRELIMINARY—SUBJECT TO COMPLETION—DATED FEBRUARY 13, 2020
25APR200721064424 8NOV201801544196 JOINT PROXY STATEMENT/PROSPECTUS [—], 2020 IAC/InterActiveCorp, a Delaware corporation (which we refer to as ‘‘IAC’’), IAC Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of IAC (which we refer to as ‘‘New 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 (which we refer to as ‘‘Match’’), have entered into a Transaction Agreement dated as of December 19, 2019 (which we refer to as the ‘‘transaction agreement’’). IAC is currently the owner of [—]% of Match’s outstanding common stock and all of Match’s outstanding Class B common stock. The transaction agreement provides for the separation of the businesses of Match from the remaining businesses of
prior to the time registration statement becomes 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.’’ and which will own the businesses of Match and certain IAC financing subsidiaries (and which we refer to as ‘‘New Match’’), 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 r qualification under the securities laws of any such jurisdiction. (other than IAC) owning shares in New Match. If we complete the Separation: • New Match will have a single class of ‘‘one share, one vote’’ common stock. • IAC stockholders will receive, through a series of steps (which we refer to as the ‘‘Reclassification’’), in exchange for each outstanding share of IAC common stock, par value $0.001 (which we refer to as ‘‘IAC common stock’’), and each outstanding share of IAC Class B common stock, par value $0.001 (which we refer to as ‘‘IAC Class B common stock’’), that they hold: • One share of a class of common stock of New IAC having substantially the same powers, preferences and rights as the IAC common stock being exchanged (which we refer to as ‘‘New IAC common stock’’) or IAC Class B common stock being exchanged (which we refer to as ‘‘New IAC Class B common stock’’); and • A number of shares of a new class of common stock of IAC (which we refer to as ‘‘IAC Class M common stock’’ or ‘‘New Match common stock’’) equal to what we refer to as the ‘‘Reclassification Exchange Ratio.’’ The Reclassification Exchange Ratio will be calculated at the closing as follows, which is further described in this joint proxy statement/ prospectus: • the total number of shares of common stock, par value $0.001, of Match (which we refer to as ‘‘Match common stock’’) and Class B common stock, par value $0.001, of Match (which we refer to as ‘‘Match Class B common stock’’) owned by IAC immediately before the Separation, subject to specified adjustments relating to the allocation of certain assets and liabilities between New Match and New IAC, among other adjustments, • divided by the total number of shares of IAC common stock and IAC Class B common stock outstanding immediately before the Separation. • Match stockholders (other than IAC and its subsidiaries) will receive, through a merger, in exchange for each outstanding share of Match common stock that they hold, the right to receive one share of New Match common stock and, at the holder’s election, either (i) $3.00 in cash or (ii) a fraction of a share of New Match common stock with a value of $3.00, calculated based on the volume-weighted average trading price of shares of Match common stock for the ten consecutive NASDAQ trading days ending on the fifth NASDAQ trading day immediately before the date on which the Separation is completed, minus $3.00 (which we refer to as an ‘‘additional stock election’’). Holders of Match common stock who do not make an election will be treated as having made an additional stock election.
een filed with the U.S. Securities and Exchange Commission. These securities may not be sold nor offers to buy accepted The Separation will be effected through a series of transactions that are intended to be generally tax-free for U.S. federal income tax purposes to holders of IAC common stock and Match common stock, except with respect to cash received. ale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration o ale of these securities in any jurisdiction which such offer, IAC will hold an annual meeting of its stockholders on [—], 2020 (which we refer to as the ‘‘IAC annual meeting’’) and Match will hold a special meeting of its stockholders on [—], 2020 (which we refer to as the ‘‘Match special meeting’’) in order to obtain the stockholder approvals required to complete the Separation and to obtain the other stockholder approvals that are described in this joint proxy statement/prospectus. The IAC board of directors unanimously recommends that the IAC stockholders vote ‘‘FOR’’ each of the proposals to be considered at the IAC annual meeting. The Match board of directors, following the unanimous recommendation of a committee consisting entirely of independent and disinterested members of the Match board of directors, unanimously (by directors present at the meeting) recommends that Match stockholders vote ‘‘FOR’’ each of the proposals to be considered at the Match special meeting. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the IAC annual meeting or Match special meeting, as applicable, in person please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at such meeting. The obligations of the parties to complete the Separation are subject to the satisfaction or waiver of a number of conditions specified in the transaction agreement. More information about IAC, Match, New IAC, New Match, the IAC annual meeting, the Match special meeting and the Separation is contained in this joint proxy statement/prospectus. Before voting, we urge you to read carefully and in its entirety this joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference herein. In particular, we urge you to read carefully the section entitled ‘‘Risk Factors’’ beginning on page 21 of this joint proxy statement/prospectus. [SIGNATURE] [SIGNATURE] Barry Diller [—] Chairman and Senior Executive Chief Executive Officer IAC/InterActiveCorp Match Group, Inc. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this joint proxy statement/prospectus or the securities to be issued under this joint proxy statement/ prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense. This joint proxy statement/prospectus is dated [—], 2020 and is first being mailed to the stockholders of IAC and effective. This document shall not constitute an offer to sell or the solicitation of any buy nor there be s Information contained herein is subject to completion or amendment. A registration statement relating these securities has b stockholders of Match on or about [—], 2020. IAC/INTERACTIVECORP 555 West 18th Street New York, New York 10011 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF IAC/INTERACTIVECORP TO BE HELD ON [—], 2020 To the Stockholders of IAC/InterActiveCorp: IAC/InterActiveCorp (which we refer to as ‘‘IAC’’) is making this joint proxy statement/prospectus available to holders of IAC’s common stock and Class B common stock in connection with the solicitation of proxies by the board of directors of IAC for use at the annual meeting of IAC stockholders to be held at [—] local time on [—], 2020 at [—] (which we refer to as the ‘‘IAC annual meeting’’). At the IAC annual meeting, IAC stockholders will consider, among other things, the separation of the businesses of Match Group, Inc. (which we refer to as ‘‘Match’’) 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.’’ and which will own the businesses of Match and certain IAC financing subsidiaries (and which we refer to as ‘‘New Match’’), and (2) IAC Holdings, Inc., a Delaware corporation and currently a direct wholly owned subsidiary of IAC (which we refer to as ‘‘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. In particular, IAC will ask its stockholders: 1. To approve amendments to the IAC certificate of incorporation that will effect the Separation by: • Reclassifying each share of IAC $0.001 par value common stock into a number of shares of IAC $0.001 par value Class M common stock (the ‘‘IAC Class M common stock’’) equal to the Reclassification Exchange Ratio (as defined in this joint proxy statement/prospectus) and one share of IAC series 1 mandatorily exchangeable preferred stock that will automatically exchange into one share of New IAC $0.001 par value common stock immediately following the reclassification; and • Reclassifying each share of IAC $0.001 par value Class B common stock 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 $0.001 par value Class B common stock immediately following the reclassification; This joint proxy statement/prospectus refers to the foregoing proposal as the ‘‘Separation Proposal’’; 2. 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’’; 3. 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/prospectus refers to the foregoing proposal as the ‘‘Prohibition of Stockholder Written Consent Proposal’’; 4. 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 (at which time the IAC Class M common stock would be renamed New Match 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’’; 5. To approve the issuance of shares of IAC Class M common stock in connection with the transactions contemplated by the Transaction Agreement, dated as of December 19, 2019, by and among IAC, New IAC, Valentine Merger Sub LLC and Match (which we refer to as the ‘‘transaction agreement’’). This joint proxy statement/prospectus refers to the foregoing proposal as the ‘‘IAC Class M Stock Issuance Proposal’’; 6. 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’’; 7. To approve the adjournment of the IAC annual meeting, if necessary or appropriate, 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’’; 8. 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); 9. 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’’; 10. 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 11. To transact such other business as may properly come before the IAC annual meeting and any related adjournments or postponements. Adoption of the Separation Proposal, which is a condition to the completion of the Separation, requires (i) 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; (ii) 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 (iii) 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. Adoption of each of the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal and the Other New Match Charter Amendments Proposal requires 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. Adoption of each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal, which are each separately a condition to the completion of the Separation, requires 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. Assuming that a quorum is present, 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 is required to approve each of the IAC Adjournment Proposal, the Accounting Firm Ratification Proposal, and (on an advisory (non-binding) basis) the Say on Pay Vote Proposal. 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; and 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. The IAC board of directors has set [—], 2020 as the record date for the IAC annual meeting. This means that holders of record of IAC common stock and IAC Class B common stock at the close of business on that date 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. Only stockholders and persons holding proxies from stockholders may attend the IAC annual meeting. Seating is limited, however, and admission to the IAC annual meeting will be on a first-come, first-served basis. If your shares are registered in your name, you should bring a form of photo identification to the IAC annual meeting. If your shares are held in the name of a broker, bank or other holder of record, you will need to bring a proxy or letter from that broker, bank or other holder of record that confirms you are the beneficial owner of those shares, together with a form of photo identification. Cameras, recording devices and other electronic devices will not be permitted at the IAC annual meeting. THE IAC BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE TRANSACTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE ‘‘FOR’’ EACH PROPOSAL. The above matters are more fully described in the accompanying joint proxy statement/prospectus.
By order of the Board of Directors,
/s/ [SIGNATURE] Gregg Winiarski Executive Vice President, General Counsel and Secretary [—], 2020 MATCH GROUP, INC. 8750 North Central Expressway Suite 1400 Dallas, Texas 75231 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF MATCH GROUP, INC. TO BE HELD ON [—], 2020 To the Stockholders of Match Group, Inc.: Match Group, Inc. (which we refer to as ‘‘Match’’) is making this joint proxy statement/prospectus available to holders of Match’s capital stock (which we refer to collectively as ‘‘Match stockholders’’) in connection with the solicitation of proxies by the board of directors of Match for use at the special meeting of Match stockholders to be held at [—] local time on [—], 2020 at [—] (which we refer to as the ‘‘Match special meeting’’). At the Match special meeting, Match stockholders will consider, among other things, the separation of the businesses of Match from the remaining businesses of IAC/InterActiveCorp (which we refer to as ‘‘IAC’’) through a series of transactions that will result in the pre-transaction stockholders of Match (other than IAC) owning shares in IAC, which will be renamed ‘‘Match Group, Inc.’’ and will own the businesses of Match and certain IAC financing subsidiaries (which we refer to as ‘‘New Match’’). The businesses of IAC, other than Match and certain IAC financing subsidiaries, will be transferred to IAC Holdings, Inc., a Delaware corporation and currently a direct wholly owned subsidiary of IAC, which will be renamed ‘‘IAC/InterActiveCorp’’ (which we refer to as ‘‘New IAC’’). In particular, Match will ask its stockholders: 1. To adopt the Transaction Agreement (which we refer to as the ‘‘transaction agreement’’), dated as of December 19, 2019, by and among IAC, New IAC, Valentine Merger Sub LLC and Match (which we refer to as the ‘‘Transaction Proposal’’); 2. To cast an advisory (non-binding) vote on a proposal to, following the separation of the businesses of Match from the remaining businesses of IAC pursuant to the transaction agreement (which we refer to as the ‘‘Separation’’), classify the board of directors of IAC, which will be renamed ‘‘Match Group, Inc.’’ 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 (which we refer to as the ‘‘New Match Board Classification Advisory Vote Proposal’’); 3. 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 (which we refer to as the ‘‘Prohibition of Stockholder Written Consent Advisory Vote Proposal’’); and 4. 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 (which we refer to as the ‘‘Match Adjournment Proposal’’). Adoption of the Transaction Proposal, which is a condition to the completion of the transactions contemplated by the transaction agreement, requires both (i) 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, and (ii) 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 Securities Exchange Act of 1934, as amended (which we refer to as 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. Assuming a quorum is present, 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, is required to approve, on an advisory (non-binding) basis, the New Match Board Classification Advisory Vote Proposal and the Prohibition of Shareholder Written Consent Advisory Vote Proposal and to approve the Match Adjournment Proposal. Match will transact no other business at the Match special meeting, except for business properly brought before the Match special meeting or any adjournment or postponement of the Match special meeting. The Match board of directors has set [—], 2020 as the record date for the Match special meeting. This means that holders of record of Match capital stock at the close of business on that date are entitled to receive notice of the Match special meeting and to vote their shares at the Match special meeting and any related adjournments or postponements. Only Match stockholders and persons holding proxies from Match stockholders may attend the Match special meeting. Seating is limited, however, and admission to the Match special meeting will be on a first-come, first-served basis. All attendees will need to bring an admission ticket or other proof of stock ownership as well as a valid picture identification to gain admission to the Match special meeting. For additional information see the section of this joint proxy statement/prospectus entitled ‘‘Questions and Answers about the Match Special Meeting.’’ THE MATCH BOARD OF DIRECTORS, FOLLOWING THE UNANIMOUS RECOMMENDATION OF THE SEPARATION COMMITTEE OF THE MATCH BOARD OF DIRECTORS, APPROVED BY UNANIMOUS VOTE OF DIRECTORS PRESENT THE TRANSACTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE ‘‘FOR’’ EACH PROPOSAL. The above matters are more fully described in the accompanying joint proxy statement/prospectus.
By order of the Board of Directors,
/s/ [SIGNATURE] Jared F. Sine Chief Legal Officer and Secretary [—], 2020 ADDITIONAL INFORMATION This joint proxy statement/prospectus incorporates by reference important business and financial information about IAC/InterActiveCorp (‘‘IAC’’) and Match Group, Inc. (‘‘Match’’) from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain copies of the documents incorporated by reference into this document through the U.S. Securities and Exchange Commission website at www.sec.gov or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:
IAC/InterActiveCorp Match Group, Inc. 555 West 18th Street 8750 North Central Expressway New York, New York 10011 Suite 1400 Telephone: (212) 314-7400 Dallas, Texas 75231 Attn: Investor Relations Telephone: (214) 576-9352 or Attn: Investor Relations Georgeson, LLC or 1290 Avenue of the Americas, 9th Floor MacKenzie Partners, Inc. New York, New York 10104 1407 Broadway, 27th Floor 800-891-3214 for stockholder, bank and broker New York, New York 10018 inquiries 800-322-2885 (Toll-Free) 212-929-5500 [email protected] Investors may also consult the websites of IAC or Match for more information concerning the transactions described in this joint proxy statement/prospectus. The website of IAC is www.iac.com and the website of Match is www.mtch.com. Information included on these websites is not incorporated by reference into this document. You should make any request for documents by [—], 2020 to ensure timely delivery of the documents prior to the IAC annual meeting and Match special meeting, as applicable. To find more information, see ‘‘Where You Can Find More Information.’’ ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS This joint proxy statement/prospectus, which forms part of a joint registration statement on Form S-4 (File No. 333-[—]) filed with the U.S. Securities and Exchange Commission (the ‘‘SEC’’) by IAC/InterActiveCorp (‘‘IAC’’) and IAC Holdings, Inc. (‘‘New IAC’’), constitutes a prospectus of New IAC and IAC, respectively, under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of New IAC common stock, New IAC Class B common stock and IAC Class M common stock to be issued to stockholders of IAC and Match Group, Inc. (‘‘Match’’), pursuant to the transaction agreement, as further described in this document. This joint proxy statement/prospectus also constitutes a proxy statement of each of IAC and Match under Section 14(a) of the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting for the annual meeting of IAC stockholders scheduled to be held on [—], 2020 and the special meeting of Match stockholders scheduled to be held on [—], 2020. You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with any other information regarding the transactions described in this document. This joint proxy statement/prospectus is dated [—], 2020, and you should assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate only as of such date. Neither the mailing of this joint proxy statement/prospectus to IAC stockholders or Match stockholders, nor the issuance by New IAC of New IAC common stock or New IAC Class B common stock or by IAC of IAC Class M common stock in connection with the transactions described in this joint proxy statement/prospectus, will create any implication to the contrary. This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which, or from any person to whom, it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding IAC and its affiliates (other than Match) has been provided by IAC and its affiliates; information contained in this proxy statement/prospectus regarding Match and its affiliates (other than IAC) has been provided by Match and its affiliates. You should not construe the contents of this joint proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this joint proxy statement/prospectus are qualified by the full copies of and complete text of such agreements, which are attached to this joint proxy statement/prospectus as annexes and/or filed as exhibits to the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and incorporated by reference into this joint proxy statement/prospectus. All such exhibits are available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov. See the section of this joint proxy statement/prospectus entitled ‘‘Where You Can Find More Information.’’ CERTAIN DEFINITIONS Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to: • ‘‘DGCL’’ refers to the General Corporation Law of the State of Delaware, as amended; • ‘‘IAC’’ refers to IAC/InterActiveCorp, a Delaware corporation; • ‘‘IAC board of directors’’ refers to the board of directors of IAC; • ‘‘IAC capital stock’’ refers to IAC common stock and IAC Class B common stock; • ‘‘IAC Class B common stock’’ refers to the shares of Class B common stock, par value $0.001 per share, of IAC; • ‘‘IAC Class M common stock’’ refers to the shares of Class M common stock, par value $0.001 per share, of IAC as contemplated by the amendments to the IAC certificate of incorporation proposed to be approved by IAC stockholders pursuant to the transaction agreement; • ‘‘IAC common stock’’ refers to the shares of common stock, par value $0.001 per share, of IAC; • ‘‘IAC group’’ refers to IAC and each person that is a subsidiary of IAC prior to the closing (other than any member of the Match group); • ‘‘IAC Series 1 mandatorily exchangeable preferred stock’’ refers to the Series 1 mandatorily exchangeable preferred stock, par value $0.01 per share, of IAC as contemplated by the amendments to the IAC certificate of incorporation proposed to be approved by the IAC stockholders pursuant to the transaction agreement; • ‘‘IAC Series 2 mandatorily exchangeable preferred stock’’ refers to the Series 2 mandatorily exchangeable preferred stock, par value $0.01 per share, of IAC as contemplated by the amendments to the IAC certificate of incorporation proposed to be approved by the IAC stockholders pursuant to the transaction agreement; • ‘‘IAC VWAP’’ refers to the average, rounded to four decimal places, of the daily dollar-volume- weighted average price for IAC common stock, as reported by Bloomberg, L.P. through its ‘‘IAC Equity AQR’’ function for the time period 9:30 a.m. through 4:00 p.m. (or if such function or service ceases to exist, any substitute function or service mutually agreed between Match and IAC) for the ten consecutive NASDAQ trading days ending on the measurement date; • ‘‘Match’’ refers to Match Group, Inc., a Delaware corporation, as in existence prior to the Match merger; • ‘‘Match board of directors’’ refers to the board of directors of Match; • ‘‘Match capital stock’’ refers to Match common stock and Match Class B common stock. • ‘‘Match Class B common stock’’ refers to the shares of Class B common stock, par value $0.001 per share, of Match; • ‘‘Match Class C common stock’’ refers to the shares of Class C common stock, par value $0.001 per share, of Match; • ‘‘Match common stock’’ refers to the shares of common stock, par value $0.001 per share, of Match; • ‘‘Match entities’’ refers to (i) during the period prior to the closing, the members of the Match group and (ii) from and after the closing, the members of the New Match group; • ‘‘Match group’’ refers to Match and each person that is a subsidiary of Match prior to the closing; • ‘‘Match separation committee’’ refers to the separation committee of the Match board of directors; • ‘‘Match VWAP’’ refers to (i) the average, rounded to four decimal places, of the daily dollar- volume-weighted average price for Match common stock, as reported by Bloomberg, L.P. through its ‘‘MTCH Equity AQR’’ function for the time period 9:30 a.m. through 4:00 p.m. (or if such function or service ceases to exist, any substitute function or service mutually agreed between Match and IAC) for the ten consecutive NASDAQ trading days ending on the measurement date, less (ii) $3.00; • ‘‘measurement date’’ refers to the fifth NASDAQ trading day immediately preceding the closing date; • ‘‘New IAC’’ refers to IAC Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of IAC prior to the Separation; • ‘‘New IAC board of directors’’ refers to the board of directors of New IAC; • ‘‘New IAC Class B common stock’’ refers to shares of Class B common stock, par value $0.001 per share, of New IAC having substantially the same powers, preferences and rights as the IAC Class B common stock; • ‘‘New IAC common stock’’ refers to shares of common stock, par value $0.001 per share, of New IAC having substantially the same powers, preferences and rights as the IAC common stock; • ‘‘New IAC Distribution’’ refers to, collectively, the transfer by IAC (i) to New IAC of certain assets and liabilities of, or related to, the businesses of IAC (other than Match) and (ii) to holders of IAC common stock and IAC Class B common stock, as a result of the Reclassification and mandatory exchange of IAC Series 1 mandatorily exchangeable preferred stock and IAC Series 2 mandatorily exchangeable preferred stock, as applicable, of New IAC common stock and New IAC Class B common stock, respectively; • ‘‘New IAC group’’ refers to New IAC and each person that will be or is a subsidiary of New IAC after the completion of the Separation; • ‘‘New IAC voting preferred stock’’ refers to shares of preferred stock, par value $0.01 per share, of New IAC to be issued to USANi LLC as described in the transaction agreement; • ‘‘New Match’’ refers to IAC, as in existence from and after the Separation; • ‘‘New Match board of directors’’ refers to the board of directors of New Match; • ‘‘New Match common stock’’ refers to IAC Class M common stock following the Separation; • ‘‘New Match group’’ refers to New Match and each person that will be or is a subsidiary of New Match after the completion of the Separation; • ‘‘New Match Merger Sub’’ refers to Valentine Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IAC; • ‘‘Non-IAC Match stockholders’’ refers to the holders of shares of Match capital stock other than (i) IAC and its wholly owned subsidiaries or (ii) any wholly owned subsidiary of Match; • ‘‘Separation’’ refers to the separation of the businesses of Match from the remaining businesses of IAC pursuant to the transaction agreement; and • ‘‘transaction agreement’’ refers to the Transaction Agreement, dated as of December 19, 2019, by and among IAC, New IAC, New Match Merger Sub, and Match. TABLE OF CONTENTS
Page QUESTIONS AND ANSWERS ABOUT THE IAC ANNUAL MEETING ...... v QUESTIONS AND ANSWERS ABOUT THE MATCH SPECIAL MEETING ...... xiii QUESTIONS AND ANSWERS ABOUT THE SEPARATION ...... xix SUMMARY ...... 1 RISK FACTORS ...... 21 Risks Relating to the Separation ...... 21 Risks Relating to New IAC’s Business Following the Separation ...... 25 Risks Relating to New Match’s Business Following the Separation ...... 42 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ...... 63 THE PARTIES TO THE SEPARATION ...... 65 IAC...... 65 New IAC ...... 65 New Match Merger Sub ...... 66 Match ...... 66 RECENT DEVELOPMENTS ...... 67 THE IAC ANNUAL MEETING ...... 68 Date, Time and Place ...... 68 Purpose of the IAC Annual Meeting; IAC Proposals ...... 68 Recommendation of the IAC Board of Directors ...... 70 IAC Record Date; Stockholders Entitled to Vote ...... 70 Voting by Directors and Executive Officers of IAC ...... 71 Quorum; Abstentions and Broker Non-Votes ...... 71 Required Vote ...... 72 How to Vote...... 73 Voting of Proxies ...... 73 Revoking Your Proxy ...... 74 Attending the Annual Meeting ...... 74 Adjournments and Postponements ...... 74 Solicitation of Proxies ...... 75 IAC Stockholder List ...... 75 Other Business ...... 75 Assistance ...... 75 Proposal No. 1: Separation Proposal ...... 76 Proposal No. 2: New Match Board Classification Proposal ...... 77 Proposal No. 3: Prohibition of Stockholder Written Consent Proposal ...... 79 Proposal No. 4: Other New Match Charter Amendments Proposal ...... 80 Proposal No. 5: IAC Class M Common Stock Issuance Proposal ...... 81 Proposal No. 6: IAC Incentive Plan Proposal ...... 82 Proposal No. 7: IAC Adjournment Proposal ...... 86 Proposal No. 8: Election of Directors ...... 87 Proposal No. 9: Accounting Firm Ratification Proposal ...... 97 Proposal No. 10: Say on Pay Vote Proposal ...... 98 Additional Annual Meeting Materials ...... 99
i Page THE MATCH SPECIAL MEETING ...... 121 Date, Time and Place ...... 121 Purpose of the Match Special Meeting; Match Proposals ...... 121 Recommendation of the Match Separation Committee; Recommendation of the Match Board of Directors ...... 121 Match Record Date; Stockholders Entitled to Vote ...... 122 Voting by Directors and Executive Officers of Match ...... 122 Quorum; Abstentions and Broker Non-Votes ...... 122 Required Vote ...... 123 How to Vote...... 124 Voting of Proxies ...... 124 Revoking Your Proxy ...... 125 Attending the Special Meeting ...... 125 Adjournments and Postponements ...... 125 Solicitation of Proxies ...... 126 Match Stockholder List ...... 126 Other Business ...... 126 Assistance ...... 126 Proposal No. 1: Transaction Proposal ...... 127 Proposal No. 2: New Match Board Classification Advisory Vote Proposal ...... 128 Proposal No. 3: Prohibition of Stockholder Written Consent Advisory Vote Proposal ...... 130 Proposal No. 4: Match Adjournment Proposal ...... 131 THE SEPARATION ...... 132 Structure of the Separation ...... 132 Background of the Separation ...... 134 IAC’s Reasons for the Separation; Recommendation of the IAC Board of Directors ...... 148 Match’s Reasons for the Separation; Recommendation of the Match Separation Committee; Recommendation of the Match Board of Directors ...... 152 Opinion of Financial Advisor to the Match Separation Committee ...... 157 Certain Unaudited Prospective Financial Information of Match ...... 165 No Dissenters’ Rights ...... 168 Accounting Treatment ...... 168 Interests of IAC Directors and Officers in the Separation ...... 168 Interests of Match Directors and Officers in the Separation ...... 169 Listing of New IAC Common Stock and New Match Common Stock; Delisting and Deregistration of IAC Common Stock and Match Common Stock ...... 170 Regulatory Requirements Related to the Separation ...... 171 Post-Closing Governance and Management ...... 171 THE TRANSACTION AGREEMENT ...... 172 The Transactions ...... 172 Reclassification Exchange Ratio ...... 174 Closing of the Transactions ...... 178 Election and Exchange Procedures ...... 178 Election Procedures ...... 178 Letter of Transmittal ...... 179 Withholding ...... 179 Treatment of Fractional Shares ...... 179 Dividends and Distributions ...... 180 Treatment of IAC Equity Awards ...... 180
ii Page Treatment of Match Equity Awards ...... 181 New Match Post-Closing Governance and Management ...... 181 Representations and Warranties ...... 181 Conduct of Business ...... 183 Change of Recommendation ...... 185 Efforts to Hold the IAC Stockholder Meeting ...... 186 Efforts to Hold the Match Special Meeting ...... 187 Certain Employee Matters ...... 188 Financing Matters ...... 188 Match Loan; Debt Financing ...... 188 IAC Class M Equity Offering ...... 189 Directors’ and Officers’ Indemnification; Liability Insurance ...... 189 Release of Claims; Indemnification ...... 190 Non-Competition; Non-Solicitation of Employees ...... 190 Additional Covenants and Agreements ...... 191 Conditions to the Separation ...... 192 Termination of the Transaction Agreement ...... 194 Amendments, Waivers ...... 194 Dispute Resolution; Enforcement ...... 195 Ancillary Agreements ...... 195 Real Estate Transactions ...... 195 Tax Matters Agreement ...... 195 Employee Matters Agreement ...... 197 Transition Services Agreement ...... 198 INFORMATION ABOUT NEW IAC AFTER THE SEPARATION ...... 199 INFORMATION ABOUT NEW MATCH AFTER THE SEPARATION ...... 256 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SEPARATION .... 262 The Reclassification ...... 264 The New IAC Distribution ...... 264 The Match Merger ...... 266 Information Reporting and Backup Withholding ...... 267 IAC SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...... 268 MATCH SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...... 272 DESCRIPTION OF NEW IAC CAPITAL STOCK ...... 274 New IAC Authorized Capital Stock ...... 274 New IAC Common Stock ...... 274 New IAC Class B Common Stock ...... 274 New IAC Preferred Stock ...... 275 Effect of Delaware Anti-Takeover Statute ...... 275 Limitations on Liability, Indemnification of Officers and Directors and Insurance ...... 275 Action by Written Consent ...... 276 Listing ...... 276 Transfer Agent ...... 276
iii Page DESCRIPTION OF NEW MATCH CAPITAL STOCK ...... 277 New Match Authorized Capital Stock ...... 277 New Match Common Stock ...... 277 New Match Preferred Stock ...... 277 New Match Warrants ...... 277 Anti-Takeover Provisions in New Match’s Certificate of Incorporation and Bylaws ...... 278 Effect of Delaware Anti-Takeover Statute ...... 278 Limitations on Liability, Indemnification of Officers and Directors and Insurance ...... 279 Action by Written Consent ...... 279 Listing ...... 280 Transfer Agent ...... 280 COMPARISON OF RIGHTS OF HOLDERS OF IAC SECURITIES BEFORE THE SEPARATION WITH RIGHTS OF HOLDERS OF NEW IAC SECURITIES AND NEW MATCH SECURITIES AFTER THE SEPARATION ...... 281 COMPARISON OF RIGHTS OF HOLDERS OF MATCH SECURITIES BEFORE THE SEPARATION WITH RIGHTS OF HOLDERS OF NEW MATCH SECURITIES AFTER THE SEPARATION ...... 295 EXPERTS ...... 303 HOUSEHOLDING ...... 304 LEGAL MATTERS ...... 305 STOCKHOLDER PROPOSALS ...... 306 WHERE YOU CAN FIND MORE INFORMATION ...... 307 ANNEX A: Transaction Agreement ...... A-1 ANNEX B: Form of Transaction-Related Reclassification Charter Amendments ...... B-1 ANNEX C: Form of New Match Board Classification Charter Amendments ...... C-1 ANNEX D: Form of New Match Charter Amendments Prohibiting Stockholder Action by Written Consent ...... D-1 ANNEX E: Form of Additional Amendments to New Match Certificate of Incorporation ...... E-1 ANNEX F: IAC/InteractiveCorp 2020 Stock and Annual Incentive Plan ...... F-1 ANNEX G: Form of Transition Services Agreement ...... G-1 ANNEX H: Form of Employee Matters Agreement ...... H-1 ANNEX I: Form of Tax Matters Agreement ...... I-1 ANNEX J: Opinion of Goldman, Sachs & Co. LLC ...... J-1 ANNEX K: New IAC Unaudited Pro Forma Condensed Combined Financial Statements ...... K-1 ANNEX L: New Match Unaudited Pro Forma Condensed Consolidated Financial Statements . . L-1 ANNEX M: Combined Financial Statements of IAC Holdings, Inc. (New IAC) ...... M-1 ANNEX N: Audit Committee Charter of IAC/InteractiveCorp ...... N-1 ANNEX O: Compensation and Human Resources Committee Charter of IAC/InteractiveCorp . . O-1 ANNEX P: Nominating Committee Charter of IAC/InteractiveCorp ...... P-1
iv 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 number of New Match common shares 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/
v 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, by and among IAC, New IAC, New Match Merger Sub and Match (which 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 the adjournment of the IAC annual meeting, if necessary or appropriate, 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); • 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’’; • 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
vi • 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: •‘‘FOR’’ the Separation Proposal; •‘‘FOR’’ the New Match Board Classification Proposal; •‘‘FOR’’ the Prohibition of Stockholder Written Consent Proposal; •‘‘FOR’’ the Other New Match Charter Amendments Proposal; •‘‘FOR’’ the IAC Class M Common Stock Issuance Proposal; •‘‘FOR’’ the IAC Incentive Plan Proposal; •‘‘FOR’’ the IAC Adjournment Proposal; •‘‘FOR’’ the election to the board of each of the nominees for director named in this joint proxy statement/prospectus; •‘‘FOR’’ the Accounting Firm Ratification Proposal; and •‘‘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: • Separation Proposal: The Separation 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 common stock entitled to vote on such matter, voting as a separate class; • 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.
vii • 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. • 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). • 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). • 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). • Election of Directors: • 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. • 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. • 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). • 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.
viii 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 [—], 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 [—], 2020 (the last business day prior to the record date and the filing of this joint proxy statement/prospectus), there were [—] shares of IAC common stock and 5,789,499 shares of IAC Class B common stock outstanding. 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 [—], 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 [—].
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. 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.
ix 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: • 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 [—]; • 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 [—]; 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. If you were a stockholder of record on [—], 2020 or if you have a legal proxy from your broker, bank or other holder of record identifying you as a beneficial owner of shares of IAC common stock as of that date, you may vote in person by attending the IAC annual meeting. 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.
x 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: • 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. • 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: • 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. • 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: • submitting a later-dated proxy relating to the same shares online, by telephone or by mail before the date of the IAC annual meeting; • delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or • attending the IAC annual meeting and voting in person (although attendance at the IAC annual meeting will not, by itself, revoke a proxy). 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 [—]. You may request a new proxy card by calling IAC’s proxy solicitor, Georgeson, LLC, at 800-891-3214.
xi 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: 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: What should I do if I have questions about the IAC annual meeting? A: If you have any questions about the IAC annual meeting and/or the various proposals to be voted on at the IAC annual meeting, would like to obtain directions to attend the IAC annual meeting and vote in person 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 [email protected].
xii 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: • To adopt the Transaction Agreement, dated as of December 19, 2019, 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: •‘‘FOR’’ the Transaction Proposal; •‘‘FOR’’ the New Match Board Classification Advisory Vote Proposal; •‘‘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
xiii Consent Advisory Vote Proposal and the Match Adjournment Proposal, 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: 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
xiv 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 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 [—], 2020 are entitled to receive notice of, and to vote at, the Match special meeting. As of the close of business on the record date, there were [—] shares of Match common stock and 209,919,402 shares of Match Class B common stock outstanding and entitled to vote at 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 [—], 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 [—].
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.
xv 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 entitled to vote at the Match special meeting will constitute a quorum at the meeting. 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 [—]. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [—]; • Submitting a proxy by telephone: Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card ([—]). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on [—]; 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 [—]. If you were a stockholder of record on [—], 2020 or if you have a legal proxy from your broker, bank or other holder of record identifying you as a beneficial owner of shares of Match capital stock as of that date, you may vote in person by attending the Match special meeting. All attendees will need to bring an admission ticket or other proof of stock ownership as well as a valid photo ID to gain admission to the Match special meeting. 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.
xvi 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 • attending the Match special meeting and voting in person (although attendance at the Match special meeting will not, by itself, revoke a proxy). All attendees will need to bring an admission ticket or other proof of stock ownership as well as a valid photo ID to gain admission to the Match special meeting. 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 [—]. 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, and what are the rules for admission at the meeting? A: Only stockholders and persons holding proxies from Match stockholders may attend the Match special meeting. Seating is limited, however, and admission to the Match special meeting will be on a first-come, first-served basis. All attendees will need to bring an admission ticket or other proof of stock ownership as well as a valid photo ID to gain admission to the Match special meeting. If you are a Match stockholder of record, you may bring the top half of your proxy card to serve as your admission ticket. If you hold your shares in street name, you may bring your voting
xvii instruction form (or a copy thereof) to serve as your admission ticket, or you will be required to present proof of ownership to be admitted into the Match special meeting. Acceptable proof of ownership includes a recent brokerage statement or a legal proxy or letter from your broker, bank or other holder of record evidencing your beneficial ownership of Match capital stock as of [—], 2020.
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 distribute proxy solicitation materials to brokers, banks and other holders of record and to assist in the solicitation of proxies from Match stockholders. The fee for such firm’s services is estimated not to exceed $[—], 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 [have been] mailed a form of election and other customary transmittal materials [prior to] the mailing of this joint proxy statement/prospectus, 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 directions to attend the Match special meeting and vote in person 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 [email protected] or Match’s Investor Relations department by sending an e-mail to [email protected].
xviii 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.
xix 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, the 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
xx 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 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 the IAC Class M equity
xxi 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
xxii 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
xxiii 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 New Match common stock on The Nasdaq Global Select Market or other nationally recognized stock exchange and has reserved the ticker symbols ‘‘[—]’’ and ‘‘[—],’’ 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 in the [second] quarter of 2020. 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 [email protected], or MacKenzie Partners, Inc. at 212-929-5500 (call collect) or 800-322-2885 (Toll-Free) or [email protected] or Match Investor Relations by sending an e-mail to [email protected]. 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.’’
xxiv SUMMARY The following is a summary of some of the information contained in this joint proxy statement/ prospectus. In addition to this summary, you should read the entire document carefully, including (1) the risks associated with the Separation and investing in the securities of New IAC and New Match as discussed under ‘‘Risk Factors,’’ (2) the unaudited pro forma condensed combined financial statements for New IAC, included as Annex K, and the unaudited pro forma condensed consolidated financial statements for New Match, included as Annex L and (3) the historical combined financial statements and related notes for New IAC included as Annex M and the historical consolidated financial statements and related notes for IAC and Match incorporated by reference, respectively, from IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and from IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019 and from Match’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Match’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019.
Information About the Companies IAC (see page 65) IAC/InterActiveCorp 555 West 18th Street New York, NY 10011 Phone: (212) 314-7300 IAC/InterActiveCorp (NASDAQ: IAC) is a Delaware corporation. IAC, initially a hybrid media/ electronic retailing company, was incorporated in 1986 in Delaware under the name Silver King Broadcasting Company, Inc. After several name changes (first to HSN, Inc., then to USA Networks, Inc., USA Interactive, InterActiveCorp, and finally, to IAC/InterActiveCorp) and the completion of a number of significant corporate transactions over the years, the Company transformed itself into a leading media and Internet company. IAC today operates Vimeo, Dotdash and Care.com, among many other businesses, and also has majority ownership of both Match Group, which includes Tinder , Match , Meetic