Current Report Filing (8-k)
September 22 2021 - 7:34AM
Edgar (US Regulatory)
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0000891103
2021-09-22
2021-09-22
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): September 22, 2021
MATCH
GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-34148
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59-2712887
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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8750
North Central Expressway, Suite 1400
Dallas,
TX 75231
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (214) 576-9352
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 (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name
of exchange on which registered
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Common
Stock, par value $0.001
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MTCH
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The
Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
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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 ¨
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. ¨
Item 8.01. Other Events.
Repurchase of 2022 Exchangeable Notes
On September 22, 2021, Match Group
Inc. (“Match Group”) announced that it intends to repurchase 0.875% exchangeable senior notes due 2022 (“2022
Exchangeable Notes”) issued by Match Group FinanceCo, Inc., a wholly owned subsidiary of Match Group, pursuant to
privately negotiated agreements with a limited number of current holders of such 2022 Exchangeable Notes (the “Exchangeable
Notes Repurchase”). In connection with the Exchangeable Notes Repurchase, an affiliate of Match Group expects to enter
into agreements with certain financial institutions to terminate corresponding portions of the exchangeable note hedges acquired in
connection with the issuance of the 2022 Exchangeable Notes; in addition, Match Group expects to enter into agreements to terminate a
portion of the warrant transactions Match Group previously entered into with such financial institutions (collectively, the
“Hedge and Warrant Unwind Transactions”). In connection with the Hedge and Warrant Unwind Transactions, the
counterparties to certain of these transactions or their respective affiliates may sell shares of Match Group’s common stock
in secondary market transactions, or may unwind derivative transactions that may in turn result in secondary market sales of the
common stock, shortly after pricing of the Registered Direct Offering and the Notes Offering (each as defined below).
Match Group expects to fund the Exchangeable Notes Repurchase with the net proceeds from the Registered Direct Offering and the Hedge
and Warrant Unwind Transactions, together with a portion of the net proceeds from the Notes Offering.
Registered Direct Offering
On September 22, 2021, Match Group announced
that it intends to commence a proposed registered direct offering (the “Registered Direct Offering”) of shares of its
common stock.
Match
Group intends to use the net proceeds of the Registered Direct Offering, together with the net proceeds of the Hedge and
Warrant Unwind Transactions and a portion of the net proceeds of the Notes Offering, to repurchase 2022 Exchangeable Notes pursuant
to privately negotiated agreements with a limited number of current holders of such 2022 Exchangeable Notes.
The press release announcing the commencement
of the Registered Direct Offering is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
Notes Offering
On September 22, 2021, Match Group announced
that its indirect wholly owned subsidiary, Match Group Holdings II, LLC, (“Holdings II”), intends to commence a proposed
private unregistered offering (the “Notes Offering”) of $500.0 million aggregate principal amount of senior notes
due 2031.
Holdings II intends to distribute a portion
of the net proceeds of the Notes Offering to Match Group for its use, together with the net proceeds of the Registered Direct
Offering and the Hedge and Warrant Unwind Transactions, to repurchase 2022 Exchangeable Notes pursuant to privately negotiated
agreements with a limited number of current holders of such 2022 Exchangeable Notes. Holdings II intends to use any remaining net proceeds of the Notes Offering for general corporate purposes.
The press release announcing the commencement
of the Notes Offering was issued in accordance with Rule 135c under the Securities Act of 1933, as amended, and is attached hereto as
Exhibit 99.2 and incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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.
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MATCH GROUP, INC.
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By:
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/s/ Jared F. Sine
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Name:
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Jared F. Sine
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Title:
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Chief Business Affairs Officer and Legal Officer Secretary
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Date: September 22, 2021
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