UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~ 19June 10, 2020

MATCH GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-37636	26-4278917
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8750 North Central Expressway, Suite 1400

Dallas, TX 75231

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 576-9352

__________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, par value $0.001

MTCH

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-22of of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 18.01. Other ~~Entry into a Material Definitive Agreement~~Events.

~~Indenture~~On June 10, 2020, IAC/InterActiveCorp (“IAC”) and Match Group, Inc. (“Match”) issued a joint press release announcing that the anticipated election deadline for record holders of shares of Match common stock (other than IAC, Match and their wholly owned subsidiaries) in connection with the previously announced proposed separation of the businesses of Match from the remaining businesses of IAC is 5:00 p.m. New York City time on June 18, 2020. Holders of Match common stock may elect to receive their consideration either entirely in stock or in a combination of stock and cash. The completion of the separation remains subject to the satisfaction of certain closing conditions, including the receipt of the requisite approvals from the stockholders of IAC and Match. A copy of the joint press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

On May 19, 2020, Match Group, Inc. (the “Company”) entered into an indenture, between the Company and Computershare Trust Company, N.A., as trustee (the “Indenture”), in connection with the issuance of $500 million aggregate principal amount of 4.625% senior notes due 2028 (the “Notes”) by way of a private offering of the Notes by the Company.***

~~The~~No ~~information set~~Offer ~~forth~~or ~~under~~Solicitation ~~Item~~/ ~~2.03~~Additional isInformation ~~incorporated~~and ~~herein~~Where byTo ~~reference.~~Find It

~~Item 1~~This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.02 No ~~Termination~~offer of securities shall be made except by means of a ~~Material~~prospectus ~~Definitive~~meeting ~~Agreement~~the requirements of Section 10 of the Securities Act of 1933, as amended.

OnThis ~~May~~communication 19is being made in respect of a proposed transaction involving IAC, ~~2020~~ IAC Holdings, Inc. (“New IAC”) and Match. In connection with the ~~Company~~proposed ~~satisfied~~transaction, on April 28, 2020, IAC and ~~discharged~~New ~~its~~IAC ~~obligations~~filed ~~under~~with the ~~indenture~~Securities and Exchange Commission (the “SEC”) an amendment to the joint registration statement on Form S-4 filed on February 13, ~~dated~~2020 as(the “Form S-4”) that includes a joint proxy statement of ~~June~~IAC 1,and ~~2016,~~Match. The ~~between~~Form S-4 was declared effective by the ~~Company~~SEC on April 30, as ~~issuer~~2020, and ~~Computershare~~IAC ~~Trust~~and ~~Company~~Match commenced mailing the joint proxy statement/prospectus to stockholders of IAC and stockholders of Match on or about May 4, N2020.~~A.,~~ asEach ~~trustee~~party (will file other documents regarding the ~~“Trustee”)~~proposed transaction with the SEC. IAC, byNew ~~irrevocably~~IAC ~~depositing~~and Match may file one or more other documents with the ~~Trustee funds~~SEC. This ~~sufficient~~communication tois ~~redeem~~not ina ~~full~~substitute for the ~~$400~~joint ~~million~~proxy ~~aggregate~~statement/prospectus ~~principal~~or ~~amount~~any ofother ~~its~~document ~~6.375%~~that ~~Senior~~may ~~Notes~~be ~~due~~filed ~~2024~~with onthe ~~June~~SEC ~~11, 2020~~in connection with the proposed transaction.

~~Item~~INVESTORS ~~2.03.~~AND ~~Creation~~SECURITY ofHOLDERS ~~a Direct~~OF ~~Financial~~IAC ~~Obligation~~AND orMATCH anARE ~~Obligation~~URGED ~~under~~TO anREAD ~~Off-Balance~~THE ~~Sheet~~DEFINITIVE ~~Arrangement~~JOINT ofPROXY aSTATEMENT/PROSPECTUS ~~Registrant~~AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

~~The~~Investors ~~information set~~and ~~forth~~security ~~under~~holders ~~Item~~will 1be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SEC’s website, www.01sec.gov. Copies isof ~~incorporated~~documents ~~herein~~filed with the SEC by ~~reference~~IAC (when they become available) may be obtained free of charge on IAC’s website at www.iac.com. Copies of documents filed with the SEC by Match (when they become available) may also be obtained free of charge on Match’s website at www.mtch.com.

~~Issuance of~~Participants ~~Notes~~in the Solicitation

OnIAC ~~May~~and ~~19, 2020,~~Match ~~the~~and ~~Company~~their ~~issued~~respective ~~$500~~directors ~~million~~and inexecutive ~~aggregate~~officers ~~principal~~may ~~amount~~be ofdeemed ~~Notes,~~to ~~with~~be ~~gross~~participants ~~proceeds~~in ~~from~~ the ~~offering~~solicitation of ~~approximately $500~~proxies ~~million.~~from ~~The~~their ~~proceeds~~respective ~~from~~shareholders ~~the~~in ~~issuance~~favor of the ~~Notes~~proposed ~~were~~transaction ~~used~~under ~~to redeem its outstanding 6.375% senior notes due 2024 and for general corporate purposes.~~

~~The~~the ~~Notes accrue~~rules ~~interest~~of atthe aSEC. Information ~~rate~~about ofIAC’s ~~4.625%~~directors ~~per~~and ~~year~~executive ~~from~~officers is available in IAC’s Annual Report on Form 10-K for the ~~date~~year ofended ~~issuance~~December 31, ~~until~~2019, ~~maturity~~as oramended ~~earlier~~by ~~redemption.~~IAC’s ~~Interest~~Form 10-K/A filed with the SEC on April 29, 2020, and the ~~Notes~~ isjoint ~~payable~~proxy onstatement/prospectus. Information ~~June~~about 1Match’s directors and ~~December~~executive 1officers ofis ~~each~~available in Match’s Annual Report on Form 10-K for the year ended December 31, ~~commencing~~2019, as amended by Match’s Form 10-K/A filed with the SEC on ~~December~~April 129, 2020. Additional ~~The~~information ~~Notes~~regarding ~~mature~~participants onin ~~June~~the 1,proxy ~~2028~~solicitations and a description of their direct and indirect interests are included in the joint proxy statement/prospectus and other relevant documents to be filed with the SEC regarding the transaction when they become available.

At any time prior to June 1, 2023, the Company has the option to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption and a “makeForward-~~whole premium.”~~Looking The Notes are redeemable at the Company’s option, in whole or in part, at any time on or after June 1, 2023, at specified redemption prices, together with accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to June 1, 2023, the Company may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings at a redemption price equal to 104.625% of the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date of redemption. Under the terms of the Notes, certain change of control triggering events will require the Company to make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the purchase date.Statements

~~The~~Certain ~~Notes are~~statements ~~general~~and ~~unsubordinated~~information ~~unsecured~~in ~~obligations~~this report may be deemed to be “forward-looking statements” within the meaning of the ~~Company,~~Federal ~~rank~~Private ~~senior~~Securities inLitigation ~~right~~Reform Act of ~~payment~~1995. Forward-looking statements may include, but are not limited to, ~~all~~statements ofrelating ~~the~~to ~~Company~~IAC’s ~~existing~~ and ~~future~~Match’s ~~obligations~~anticipated ~~that~~financial ~~are~~performance, byobjectives, ~~their~~plans ~~terms~~and strategies, ~~expressly~~and ~~subordinated~~all instatements ~~right~~(other than statements of ~~payment~~historical tofacts) ~~the~~that ~~Notes~~address activities, ~~rank~~events ~~equally in~~or ~~right~~developments ofthat ~~payment~~IAC ~~with~~and ~~all~~Match ofintend, ~~the~~expect, ~~Company’s~~project, ~~existing~~believe ~~and~~or anticipate will or may occur in the future. ~~obligations~~These ~~that~~statements are ~~not~~often socharacterized ~~subordinated,~~by ~~including~~terminology ~~(i) any~~such ~~indebtedness~~as ~~outstanding~~“believe,” ~~under~~“hope,” ~~that~~“may,” ~~certain~~“anticipate,” ~~credit~~“should,” ~~agreement~~“intend,” ~~dated~~“plan,” as“will,” of“expect,” ~~October~~“estimate,” 7“project,” ~~2015~~“positioned,” as“strategy” ~~amended~~and similar expressions, and ~~restated~~are based on ~~November 16,~~assumptions ~~2015,~~and asassessments ~~amended~~made ~~December~~by ~~16,~~IAC’s ~~2015,~~and asMatch’s ~~amended~~management ~~December~~in 8,light ~~2016,~~of astheir ~~amended~~experience ~~August~~and ~~14,~~their ~~2017,~~perception asof ~~amended~~historical ~~December~~trends, 7current conditions, ~~2018~~expected future developments, and asother ~~amended~~factors ~~February~~they ~~13,~~believe ~~2020,~~to ~~among~~be appropriate. IAC and Match undertake no duty to update or revise any such statements, whether as ~~borrower,~~a ~~the~~result ~~lenders~~of ~~party~~new ~~thereto~~information, Jfuture events or otherwise.P. ~~Morgan~~Forward-looking ~~Chase~~statements ~~Bank,~~are Nnot guarantees of future performance.~~A.,~~ asWhether ~~administrative agent~~actual results will conform to expectations and predictions is subject to known and unknown risks and uncertainties, including: risks and uncertainties discussed in the joint proxy statement/prospectus and other ~~parties~~reports ~~thereto,~~that toIAC ~~the~~and ~~extent~~Match ofhave filed with the ~~value~~SEC; ofcompetition; Match’s ability to maintain user rates on its higher-monetizing dating products; the ~~assets~~companies’ ~~securing~~ability ~~such~~to ~~debt,~~attract users to their products and services through cost-effective marketing and related efforts; changes in the companies’ relationship with (iior policies implemented by) Google; foreign currency exchange rate fluctuations; the ~~Company~~companies’s ~~existing senior~~ability ~~notes~~to ~~due~~distribute ~~2027,~~their products through third parties and offset related fees; the integrity and scalability of the companies’ systems and infrastructure (~~iii~~and those of third parties) and the ~~Company~~companies’s ~~existing~~ability ~~senior~~to ~~notes~~adapt ~~due~~their ~~2029~~systems and ~~(iv)~~infrastructure to changes in a timely and cost-effective manner; the ~~Company~~companies’s ~~existing~~ability ~~senior~~to ~~notes due~~protect ~~2030.~~their ~~The~~systems ~~Notes~~from ~~will~~cyberattacks beand ~~structurally~~to ~~subordinated~~protect personal and confidential user information; risks relating to ~~all~~certain ~~existing~~of the companies’ international operations and ~~future~~acquisitions; ~~obligations~~the impact of the outbreak of the COVID-19 coronavirus, or any subsequent or similar epidemic or pandemic; the risks inherent in separating Match from IAC, including ~~indebtedness~~uncertainties related to, among other things, the costs and expected benefits of the ~~Company’s non-guarantor~~proposed ~~subsidiaries~~transaction, ~~including~~the ~~their~~calculation ~~guarantees~~of, and factors that may impact the calculation of, the ~~Company’s~~exchange ~~credit~~ratio ~~facilities.~~at ~~The~~which ~~Notes~~shares of IAC capital stock will be ~~effectively subordinated~~converted into the right to receive new shares of the ~~Company’s~~post-separation ~~secured~~Match ~~indebtedness~~Group ~~and~~in connection with the ~~secured~~transaction, ~~indebtedness~~the expected timing of the transaction or whether it will be completed, whether the conditions to the transaction can be satisfied or any event, change or other circumstance occurs that could give rise to the termination of the ~~Company’s~~transaction ~~subsidiaries that~~agreement ~~guarantee~~(including the ~~Notes~~failure into receive any required approvals from the ~~future~~stockholders of IAC and Match or any required regulatory approvals), inany ~~each~~litigation ~~case~~arising out of or relating to the ~~extent~~proposed transaction, the expected tax treatment of the ~~value~~transaction, and the impact of the ~~assets~~transaction ~~securing~~on ~~such~~the ~~indebtedness~~businesses of IAC and Match; and other circumstances beyond IAC’s and Match’s control. You should not place undue reliance on these forward-looking statements. For more details on factors that could affect these expectations, ~~including the~~please ~~Company~~see IAC’s ~~credit~~and ~~facilities~~Match’s filings with the SEC, including the joint proxy statement/prospectus.

The Indenture contains certain covenants that restrict the ability of the Company and its restricted subsidiaries to, among other things: (i) create liens on certain assets and (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s assets. At any time when the Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default (both as defined in the Indenture) has occurred and is continuing under the Indenture, the Company and its subsidiaries will not be subject to the covenant requiring future note guarantors.

If an event of default (as defined in the Indenture) occurs and is continuing (other than specified events of bankruptcy or insolvency with respect to the Company or a significant subsidiary), the trustee under the Indenture or the holders of at least 25% in principal amount of the outstanding Notes have the ability to declare all the outstanding Notes to be due and payable immediately. If an event of default relating to specified events of bankruptcy or insolvency with respect to the Company occurs, all of the outstanding Notes become immediately due and payable without any declaration or other act on the part of the trustee under the Indenture or any holders of the Notes.

The foregoing summary of the Indenture is qualified in its entirety by reference to the Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
ExhibitNumber		Description
4.1	Indenture, dated as of May 19, 2020, between Match Group, Inc. and Computershare Trust Company, N.A., as trustee.
99.1		Joint Press Release, dated June 10, 2020.
104	~~Inline XBRL for the cover page of this Current Report on Form 8-K~~	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

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

MATCH GROUP, INC. By: /s/ Gary Swidler ~~Name:~~ Gary Swidler ~~Title:~~Chief Operating Officer and Chief Financial Officer

Date: June ~~May 19~~10, 2020

INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Indenture, dated as of May 19, 2020 between Match Group, Inc. and Computershare Trust Company, N.A., as trustee.
104	Inline XBRL for the cover page of this Current Report on Form 8-K

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