UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 22, 2019
IAC/INTERACTIVECORP
(Exact name of registrant as specified in charter)
Delaware | | 0-20570 | | 59-2712887 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
555 West 18th Street
New York, NY 10011
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 314-7300
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.001 | | IAC | | The Nasdaq Stock Market LLC
(Nasdaq Global Select Market) |
Item 7.01 Regulation FD Disclosure.
On May 22, 2019, IAC/InterActiveCorp (the “Company”) issued a press release announcing the pricing of the previously announced private offerings by (i) its wholly owned subsidiary, IAC FinanceCo 2, Inc. (“FinanceCo 2”) of $500 million aggregate principal amount of its exchangeable senior notes due 2026 (the “FinanceCo 2 Exchangeable Notes”) and (ii) its wholly owned subsidiary, IAC FinanceCo 3, Inc. (“FinanceCo 3”, and together with FinanceCo 2, the “Issuers”), of $500 million aggregate principal amount of its exchangeable senior notes due 2030 (the “FinanceCo 3 Exchangeable Notes”, and together with the FinanceCo 2 Exchangeable Notes, the “Notes”). The Issuers have granted to the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date the Issuers first issue the Notes, up to an additional $75 million aggregate principal amount of the FinanceCo 2 Exchangeable Notes, and up to an additional $75 million aggregate principal amount of the FinanceCo 3 Exchangeable Notes, as applicable, in each case solely to cover over-allotments. The FinanceCo 2 Exchangeable Notes will bear interest at a fixed rate of 0.875% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2019. The FinanceCo 3 Exchangeable Notes will bear interest at a fixed rate of 2.00% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. The FinanceCo 2 Exchangeable Notes will mature on June 15, 2026, and the FinanceCo 3 Exchangeable Notes will mature on January 15, 2030, in each case, unless earlier exchanged, redeemed or repurchased.
Subject to the satisfaction of certain conditions and during certain periods, holders may opt to exchange such Notes, as applicable for, at the applicable Issuer’s election, respectively, (i) cash, (ii) Common Stock, par value $0.001, of the Company (“IAC Common Stock”) or (iii) a combination thereof. The exchange rate of the FinanceCo 2 Exchangeable Notes will initially be 3.3028 shares of IAC Common Stock per $1,000 principal amount of FinanceCo 2 Exchangeable Notes (equivalent to an initial exchange price of approximately $302.77 per share of IAC Common Stock). The initial exchange price of the FinanceCo 2 Exchangeable Notes represents a premium of approximately 32.50% to the $228.51 closing price of IAC Common Stock on May 21, 2019. The exchange rate of the FinanceCo 3 Exchangeable Notes will initially be 3.4323 shares of IAC Common Stock per $1,000 principal amount of FinanceCo 3 Exchangeable Notes (equivalent to an initial exchange price of approximately $291.35 per share of IAC Common Stock). The initial exchange price of the FinanceCo 3 Exchangeable Notes represents a premium of approximately 27.50% to the $228.51 closing price of IAC Common Stock on May 21, 2019. The exchange rates applicable to the FinanceCo 2 Exchangeable Notes and the FinanceCo 3 Exchangeable Notes are subject to adjustment if certain events occur. The common stock underlying the Notes is subject to change if certain events occur. In addition, following certain corporate events or if the applicable Issuer delivers a notice of redemption with respect to the applicable Notes, in certain circumstances the exchange rate will increase for the notes of a holder who elects to exchange its Notes in connection with such a corporate event or notice of redemption.
In connection with the pricing of each offering, each Issuer entered into exchangeable note hedge transactions with certain of the applicable initial purchasers or their respective affiliates (the “Option Counterparties”). The exchangeable note hedge transactions cover, subject to customary anti-dilution and other adjustments substantially similar to those applicable to the relevant Notes, the number of shares of IAC Common Stock underlying the relevant Notes and will have a strike price corresponding to the exchange price of the relevant Notes. The exchangeable note hedge transactions are expected to reduce the potential dilutive effect on the IAC Common Stock upon any exchange of the relevant Notes and/or offset any cash payments each applicable Issuer is required to make in excess of the principal amount of the applicable exchanged Notes, as the case may be, in the event that the market price per share of the IAC Common Stock is greater than the strike price of the exchangeable note hedge transactions. Concurrently with each Issuer’s entry into the exchangeable note hedge transactions, the Company also entered into warrant transactions with the option counterparties, whereby the Company sold to the option counterparties warrants to purchase, subject to customary anti-dilution and other adjustments, up to the same number of shares of the IAC Common Stock. These warrant transactions could separately have a dilutive effect on the IAC Common Stock to the extent that the market price per share of the IAC Common Stock (as measured over the measurement period at the maturity of the warrants) exceeds the applicable strike price of the warrants, which, for the warrants entered into in connection with the FinanceCo 2 Exchangeable Notes, is initially $457.02 and represents a premium of approximately 100% to the $228.51 closing price of the IAC Common Stock on May 21, 2019 and, for the warrants entered into in connection with the FinanceCo 3 Exchangeable Notes, is initially $457.02 and represents a premium of approximately 100% to the $228.51 closing price of the IAC Common Stock on May 21, 2019.
The information furnished with this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
2
Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects,” “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to the proposed offerings. These forward-looking statements are based on Company management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons. Among the factors that could cause actual results to differ from those reflected in forward-looking statements include, without limitation, the risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Other unknown or unpredictable factors that could also adversely affect the Company’s business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of the Company’s management as of the date of this Current Report on Form 8-K. The Company does not undertake to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits to this Form 8-K
3
SIGNATURES
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.
| IAC/INTERACTIVECORP |
| | |
| By: | /s/ Gregg Winiarski |
| Name: | Gregg Winiarski |
| Title: | Executive Vice President, General Counsel and Secretary |
Date: May 22, 2019
4
