IAC announces $1.4B registered direct placement with third-party investors

IAC (IAC) announced that it has entered into agreements with a number of third-party investors for the sale of shares of Class M common stock of IAC in a registered direct placement. The shares are being sold in connection with the pending separation of IAC and Match Group (MTCH). If the Separation is completed, upon closing of the Separation, the Class M common stock will be re-named "common stock" of post-Separation Match, and there will be a single class of "one share, one vote" common stock of Match following the transaction. If the Separation is completed, pre-closing shareholders of IAC and Match will also be issued shares of Class M common stock of IAC. The agreements with third-party investors announced provide for the sale of approximately 17M shares of Class M common stock at a price of $82.00 per share - the equivalent of $85.00 per share, adjusted for the $3.00 per share merger consideration payable to Match shareholders in the Separation transaction. The sales are conditioned upon the consummation of the Separation. If the sales have not been consummated by July 10, 2020, IAC or any investor may terminate the purchase agreements. The transaction is expected to result in proceeds of approximately $1.4B. Pursuant to the Transaction Agreement, the proceeds will be transferred to New IAC. The number of Class M shares that will be received by IAC stockholders in the Separation will be reduced by the number of shares sold in the offering described above; accordingly, the number of outstanding shares of New Match will not increase as a result of the offering. J.P. Morgan Securities LLC and Allen & Company LLC are serving as placement agents to IAC and are represented by Skadden, Arps, Slate, Meagher & Flom LLP. Wachtell, Lipton, Rosen & Katz is acting as counsel to IAC.