EFTA01378076.pdf

Table of CnnteM‘ Long-term debt—misted parry Long-tenn debt consists of: December 31, September 30, 2014 2015 Carrying Fair Canying Fair Value Value Value Value (In thousands) 3.57% Notes; Interest payable September 1, which commenced September 1, 2012 $ 79,000 $ 67,848 $ 79,000 $ 65,550 5.00% Note: interest payable December 15. which commenced December 15. 2014 64,586 69,101 59.429 60.332 5.90% Note: interest payable December 15, which commenced December 15, 2014 47,000 48,476 47,000 47,270 Total Longterm debt—related party $ 190.586 S 185.425 $ 185.429 $173,152 On April 8. 2014, Match.com Europe Limited and Match.com France Limited issued a E53 million ($59.4 million at September 30, 2015) 5.00% Note and a $47 million 5.90% Note, respectively. The 5.00% euro denominated note was issued to an IAC foreign subsidiary in connection with the financing of the purchase of the remaining publicly-traded shares of Meetic that took place in the first quarter of 2014. The note is due on December 15. 2021. The 5.90% Note was issued to an IAC foreign subsidiary with the proceeds being used to repay certain indebtedness that had been created in order to partially fund the acquisition of shares in Meetic. The note is due on December 15, 2021. On September 28, 2011, the Company, through a foreign subsidiary, Match.00m Europe Limited. issued $94 million aggregate principal amount of 3.57% Notes. The notes were issued to three IAC foreign subsidiaries in connection with the financing of the acquisition of a controlling interest in Meetic in September 2011. In December 2011, the Company repaid $15 million leaving an outstanding balance of $79 million. The remaining notes are guaranteed by Match.com Pegasus Limited, a subsidiary of Match Group. Inc. The notes are payable in three installments of $26.3 million that are each due on September 1. 2021, 2023 and 2026. The fair value of the Company's long-term debt is estimated by discounting the future cash flows based on current market conditions. Interest expense related to the long-term debt is included in Interest expense—related party' in the accompanying combined statement of operations. Long-term debt maturities are as follows: (In thousands) 2021 132,763 2023 26,333 2026 26,333 $ 185,429 Guarantee of /AC Senior Notes and revolving credit facility On November 15. 2013 and December 21. 2012. IAC issued $500 million aggregate principal amount of 4.875% Senior Notes due November 30, 2018 (2013 Senior Notes) and 5500 million aggregate principal F.17 Table of Contents amount of 4.75% Senior Notes due December 15, 2022 (2012 Senior Notes"), respectively. The 2013 and 2012 Senior Notes are unconditionally guaranteed by Match Group. Inc. and certain of its domestic subsidiaries. The indentures governing the 2013 and 2012 Senior Notes contain covenants that limit the ability of IAC's restricted subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event IAC is not in compliance with the financial ratio set forth in the indenture, and (ii) incur liens, enter into agreements restricting our subsidiaries' ability to pay dividends, enter into transactions with afflhates and consolidate, merge or sell all or substantially all of our assets. At September 30. 2015, IAC was in compliance with the financial ratio set forth in the indenture. On December 21. 2012. IAC entered into a $300 million revolving credit facikty. On October 7, 2015, the IAC revolving credit facility was amended and restated, and now expires on October 7, 2020. At September 30, 2015 and December 31, 2014, there are no outstanding borrowings under IAC's revolving Credit facility. The revolving credit facility is unconditionally guaranteed by the same domestic subsidiaries that guarantee the 2013 and 2012 Senior Notes and is also secured by the stock of Match Group. Inc. and certain of its domestic and foreign subsidiaries. The Company has not recorded a liability pursuant to this guarantor obligation because we have not agreed to pay a specific amount through an arrangement with our co-obligors and we do not expect to pay any amount as a result of our guarantee of IAC's Senior Notes and IAC's revolving credit facility. Prior to the closing of this offering, we will no longer be a restricted subsidiary of IAC for purposes of its debt facildies, nor will we guarantee any debt of IAC nor will the stock of any of our subsidiaries be pledged to secure IAC's debt. http:viviv. daW1575189,00010474691500643112226458^-talfintiI 1,92013 911:17 AIM CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075236 CONFIDENTIAL SONY GM_00221420 EFTA01378076