IAC $1.15 Billion Exchangeable Senior Notes Offerings and Related Exchangeable Note Hedge and Warrant Transactions

Davis Polk advised the initial purchasers in connection with Rule 144A offerings by IAC FinanceCo 2, Inc. and IAC FinanceCo 3, Inc., wholly owned subsidiaries of IAC/InterActiveCorp (“IAC”), of $575 million aggregate principal amount of IAC FinanceCo 2’s 0.875% exchangeable senior notes due 2026 and $575 million aggregate principal amount of IAC FinanceCo 3’s 2.00% exchangeable senior notes due 2030, which include the exercise in full of the initial purchasers’ over-allotment options. Each series of notes is guaranteed on a senior unsecured basis by IAC.

In addition, Davis Polk advised the counterparties to the exchangeable note hedge and warrant transactions entered into in connection with the offering. Each of IAC FinanceCo 2, Inc. and IAC FinanceCo 3, Inc. is exempt from registration as an investment company under Section 3(c)(7) of the Investment Company Act of 1940 and ownership of the notes is limited to investors who are “qualified purchasers.”

Headquartered in New York City, IAC is a media and Internet company composed of widely known consumer brands. IAC operates Vimeo and Dotdash, among many others, and also has majority ownership of both Match Group, which includes Tinder, Match, PlentyOfFish and OkCupid, and ANGI Homeservices, which includes HomeAdvisor, Angie’s List and Handy.

The Davis Polk equity derivatives team included partners Mark M. Mendez and Mark J. DiFiore, counsel Justin Michael and associate Meaghan Kennedy. The corporate team included partner Richard D. Truesdell Jr., counsel Jeffrey S. Ramsay and associates Isabel Rivera and Roman Shapurko. The tax team included partner Michael Farber and associate Dao Fu. All members of the Davis Polk team are based in the New York office.