IAC’s $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”).

The offering consisted in $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.”

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Guggenheim Securities, LLC, SG Americas Securities, LLC, BMO Capital Markets Corp., PNC Capital Markets LLC, Allen & Company LLC, Credit Suisse Securities (USA) LLC, Macquarie Capital (USA) Inc., Fifth Third Securities, Inc. and HSBC Securities (USA) Inc. acted as initial purchasers in the deal.

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 (Picture) 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.

Involved fees earner: Mark DiFiore – Davis Polk & Wardwell; Michael Farber – Davis Polk & Wardwell; Dao Fu – Davis Polk & Wardwell; Meaghan Kennedy – Davis Polk & Wardwell; Mark Mendez – Davis Polk & Wardwell; Justin Michael – Davis Polk & Wardwell; Jeffrey Ramsay – Davis Polk & Wardwell; Isabel Rivera – Davis Polk & Wardwell; Roman Shapurko – Davis Polk & Wardwell; Richard Truesdell Jr. – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Allen & Company LLC; Bank of America Securities; BMO Capital Markets; BNP Paribas Securities; Citigroup Global Markets Ltd; Credit Suisse Securities (USA) LLC; Fifth Third Securities, Inc.; Goldman Sachs & Co.; Guggenheim Securities; HSBC Securities; J.P. Morgan Securities LLC; Macquarie Capital; PNC Capital Markets LLC; SG Americas Securities LLC;

Author: Ambrogio Visconti