IAC $517.5 Million Exchangeable Senior Notes Offering and Related Exchangeable Note Hedge and Warrant Transactions
Davis Polk advised the representatives of the initial purchasers in connection with a Rule 144A offering by IAC FinanceCo, Inc., a wholly owned subsidiary of IAC/InterActiveCorp, of $517.5 million aggregate principal amount of its 0.875% exchangeable senior notes due 2022, which includes the exercise in full of the initial purchasers’ over-allotment option. The notes are guaranteed on a senior unsecured basis by IAC/InterActiveCorp. In addition, Davis Polk advised the counterparties to the exchangeable note hedge and warrant transactions entered into in connection with the offering. IAC FinanceCo, 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, such as HomeAdvisor, Vimeo, Dotdash (formerly About.com), Dictionary.com, The Daily Beast, Investopedia and Match Group’s online dating portfolio, which includes Match, Tinder, PlentyOfFish and OkCupid.
The Davis Polk equity derivatives team included partner Mark M. Mendez and associates Barry J. Gewolb, Joseph Luizzi and Hanbing Zhang. The corporate team included partner Richard D. Truesdell Jr. and associates Christopher M. Bezeg and Brian Fox. The tax team included partner Michael Farber and associates Christopher A. Baratta and Karen Li. All members of the Davis Polk team are based in the New York office.