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MARTIN LIPTON | RALPH M. LEVENE | 51 WEST 52ND STREET | JEANNEMARIE O’BRIEN | IAN BOCZKO | |||
HERBERT M. WACHTELL | RICHARD G. MASON | NEW YORK, N.Y. 10019-6150 | WAYNE M. CARLIN | MATTHEW M. GUEST | |||
PAUL VIZCARRONDO, JR. | MICHAEL J. SEGAL |
| TELEPHONE: | (212) 403 -1000 | STEPHEN R. DiPRIMA | DAVID E. KAHAN | |
PETER C. HEIN | DAVID M. SILK |
| FACSIMILE: | (212) 403 -2000 | NICHOLAS G. DEMMO | DAVID K. LAM | |
HAROLD S. NOVIKOFF | ROBIN PANOVKA |
| IGOR KIRMAN | BENJAMIN M. ROTH | |||
MEYER G. KOPLOW | DAVID A. KATZ | GEORGE A. KATZ (1965-1989) | JONATHAN M. MOSES | JOSHUA A. FELTMAN | |||
THEODORE N. MIRVIS | ILENE KNABLE GOTTS | JAMES H. FOGELSON (1967-1991) | T. EIKO STANGE | ELAINE P. GOLIN | |||
EDWARD D. HERLIHY | DAVID M. MURPHY | LEONARD M. ROSEN (1965-2014) | DAVID A. SCHWARTZ | EMIL A. KLEINHAUS | |||
DANIEL A. NEFF | JEFFREY M. WINTNER | JOHN F. LYNCH | KARESSA L. CAIN | ||||
ANDREW R. BROWNSTEIN | TREVOR S. NORWITZ | OF COUNSEL | WILLIAM SAVITT | RONALD C. CHEN | |||
MICHAEL H. BYOWITZ | BEN M. GERMANA |
| ERIC M. ROSOF | GORDON S. MOODIE | |||
PAUL K. ROWE | ANDREW J. NUSSBAUM | WILLIAM T. ALLEN | DAVID S. NEILL | MARTIN J.E. ARMS | DONGJU SONG | ||
MARC WOLINSKY | RACHELLE SILVERBERG | PETER C. CANELLOS | BERNARD W. NUSSBAUM | GREGORY E. OSTLING | BRADLEY R. WILSON | ||
DAVID GRUENSTEIN | STEVEN A. COHEN | DAVID M. EINHORN | LAWRENCE B. PEDOWITZ | DAVID B. ANDERS | GRAHAM W. MELI | ||
STEVEN A. ROSENBLUM STEPHANIE J. SELIGMAN JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH GEORGE T. CONWAY III | DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON JOSEPH D. LARSON LAWRENCE S. MAKOW | KENNETH B. FORREST THEODORE GEWERTZ MAURA R. GROSSMAN RICHARD D. KATCHER DOUGLAS K. MAYER ROBERT B. MAZUR PHILIP MINDLIN ROBERT M. MORGENTHAU | ERIC S. ROBINSON PATRICIA A. ROBINSON* ERIC M. ROTH MICHAEL W. SCHWARTZ ELLIOTT V. STEIN WARREN R. STERN PATRICIA A. VLAHAKIS AMY R. WOLF | ANDREA K. WAHLQUIST ADAM J. SHAPIRO NELSON O. FITTS JOSHUA M. HOLMES DAVID E. SHAPIRO DAMIAN G. DIDDEN ANTE VUCIC | GREGORY E. PESSIN CARRIE M. REILLY MARK F. VEBLEN VICTOR GOLDFELD EDWARD J. LEE BRANDON C. PRICE KEVIN S. SCHWARTZ | ||
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| LOUIS J. BARASH | MARK A. KOENIG |
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| DIANNA CHEN | J. AUSTIN LYONS |
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| ANDREW J.H. CHEUNG | ALICIA C. McCARTHY |
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| PAMELA EHRENKRANZ | SABASTIAN V. NILES |
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| KATHRYN GETTLES-ATWA | AMANDA N. PERSAUD |
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| ADAM M. GOGOLAK | JEFFREY A. WATIKER |
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November 2, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549
Attn: Barbara C. Jacobs, Assistant Director, Office of Information Technologies and Services
Gabriel Eckstein, Staff Attorney, Division of Corporation Finance
Re: Match Group, Inc.
Registration Statement on Form S-1
Filed October 16, 2015
File No. 333-207472
Dear Ms. Jacobs and Mr. Eckstein:
On behalf of Match Group, Inc. (“Match” or the “Company”), we are providing Match’s responses to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the letter dated October 29, 2015 (the “Comment Letter”) with respect to the above-captioned Registration Statement on Form S-1 filed by Match on October 16, 2015 (the “Registration Statement”).
Concurrently with this letter, Match is filing via the EDGAR system an amendment to the Registration Statement on Form S-1 (the “Amendment No. 1 to the Registration Statement”). Courtesy packets containing a copy of this letter and marked copies of Amendment No. 1 to the Registration Statement (showing changes to the Registration Statement) are being emailed to the Staff and also sent via Federal Express. Each of the pages referenced in Match’s responses below corresponds to the page numbers in those
courtesy marked copies.
Set forth below in bold are comments from the Comment Letter. Immediately below each of the Staff’s comments is Match’s response to that comment. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the Comment Letter and includes the captions used in the Comment Letter. In the responses below, references to “we,” “our,” “us,” and “the Company” refer to Match and its combined subsidiaries.
Prospectus summary
Business
Who we are, page 1
1. We note your response to prior comment 1. Please tell us why you now use the term “survey” to refer to the Research Now data instead of the term “study,” which you used in the September 25, 2015 submission and the response to comment 5. To the extent that these third-party reports were commissioned by you, it is unclear why you are not required to file a consent where you attribute the statements to Research Now and AppAnnie. In addition, state directly, where appropriate, that both the AppAnnie and Research Now reports were commissioned by you.
Response: In response to the Staff’s comment, the Company has changed the term “survey” to “study” where referring to the Research Now data.
Pursuant to the Staff’s comment, the Company has included as exhibit 23.5 Research Now’s consent to reference their name, information, data and statements from their databases and research reports in the Registration Statement and any subsequent amendments.
The Company has modified the disclosure throughout the Registration Statement to clarify that the study by Research Now was commissioned by the Company. The Company respectfully advises the Staff that the information provided by AppAnnie was not commissioned by the Company. The information provided by AppAnnie and included in the Registration Statement is available for a reasonable fee to any person requesting such information.
Unaudited pro forma combined financial statements
Unaudited pro forma combined balance sheet, page 47
2. Please revise footnote (b) on page 51 and elsewhere to clarify the nature of the cash contribution. Also provide clarifying disclosure wherever you disclose the number of share outstanding, such as on page 8. Finally, tell us what consideration you gave to disclosing this transaction in your related party disclosures beginning on page 121. Refer to Item 404 of Regulation S-K.
Response: In response to the Staff’s comment, the Company has modified the disclosure on pages 59, 87, 89, 142 and F-7, which includes the section of the Registration Statement containing related party disclosures. The Company further advises the Staff that the shares issued in respect of the cash contribution will be included in the number of shares outstanding.
Exhibit index, page II-6
3. We note that you did not file a copy of your credit agreement entered into on October 7, 2015. Please tell us why you do not believe that this agreement is material and therefore not required to be filed under Item 601(b) of Regulation S-K.
Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the credit agreement has been filed with Amendment No. 1 to the Registration Statement as Exhibit 10.6.
* * * * *
Please feel free to contact Kendall F. Handler (212 403-1170 or KFHandler@wlrk.com) or Ante Vucic (212-403-1370 or AVucic@WLRK.com) with any further comments or questions relating to the foregoing.
| Sincerely, |
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| /s/Kendall F. Handler |
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| Kendall F. Handler |
cc: Gregg J. Winiarski, Executive Vice President and General Counsel, IAC/InterActiveCorp