Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01
above is incorporated herein by reference into this Item 2.03.
Issuance of Notes
On February 11, 2020, Match Group issued
$500 million in aggregate principal amount of Notes, with gross proceeds from the Offering of approximately $500 million. The proceeds
from the issuance of the Notes, together with cash on hand, will be used to pay expenses associated with the Offering and to provide
an intercompany loan to IAC/InterActiveCorp to fund the cash consideration payable to Match Group shareholders (including IAC)
in connection with the proposed separation of IAC and Match Group.
The Notes accrue interest at a rate of
4.125% per year from the date of issuance, until maturity or earlier redemption. Interest on the Notes is payable on February 1
and August 1 of each year, commencing on August 1, 2020. The Notes mature on August 1, 2030.
At any time prior to May 1, 2025, Match
Group has the option to redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the
Notes redeemed plus accrued and unpaid interest, if any, to the date of redemption and a “make-whole premium.” The
Notes are redeemable at Match Group’s option, in whole or in part, at any time on or after May 1, 2025, at specified redemption
prices, together with accrued and unpaid interest, if any, to the date of redemption. In addition, at any time prior to May 1,
2023, Match Group may redeem up to 40% of the aggregate principal amount of the Notes with the proceeds of certain equity offerings
at a redemption price equal to 104.125% of the principal amount of the Notes, together with accrued and unpaid interest, if any,
to the date of redemption. Under the terms of the Notes, certain change of control triggering events will require Match Group to
make an offer to purchase the Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid
interest to the purchase date.
The Notes are unsubordinated
unsecured obligations of Match Group, rank equally in right of payment with all of Match Group’s existing and future
unsecured and unsubordinated debt and are structurally subordinated to the debt of Match Group’s subsidiaries. The
Notes are effectively subordinated to Match Group’s secured debt, including debt under the Existing Credit Agreement,
as amended, to the extent of the value of the assets securing such debt.
The Indenture contains certain covenants
that restrict the ability of Match Group and its restricted subsidiaries to, among other things: (i) create liens on certain assets
and (ii) consolidate, merge, sell or otherwise dispose of all or substantially all of Match Group’s assets. At any time when
the Notes are rated investment grade by both Moody’s and Standard & Poor’s and no default or event of default (both
as defined in the Indenture) has occurred and is continuing under the Indenture, Match Group and its subsidiaries will not be subject
to the covenant requiring future note guarantors.
If an event of default (as defined in the
Indenture) occurs and is continuing (other than specified events of bankruptcy or insolvency with respect to Match Group or a significant
subsidiary), the trustee under the Indenture or the holders of at least 25% in principal amount of the outstanding Notes have the
ability to declare all the outstanding Notes to be due and payable immediately. If an event of default relating to specified events
of bankruptcy or insolvency with respect to Match Group occurs, all of the outstanding Notes become immediately due and payable
without any declaration or other act on the part of the trustee under the Indenture or any holders of the Notes.
The foregoing description
of the Indenture is qualified in its entirety by reference to the Indenture, which was filed as Exhibit 4.1 to Match Group’s
Current Report on Form 8-K, filed on February 11, 2020, and is incorporated into this Current Report on Form 8-K by reference.