EFTA01377994.pdf

We are not obligated to pay dividends on our common stock, our Class B common stock or our Class C common stock. As a Delaware corporation, we will be subject to certain restrictions on dividends under the Delaware General Corporation Law, or the DGCL. Generally. a Delaware corporation may only pay dividends either out of "surplus" or out of the current or the immediately preceding years net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation's assets can be measured in a number of ways and may not necessarily equal their book value. 44 Table of Contents Capitalization The following table shows our cash and cash equivalents and capitalization as of September 30, 2015. on an actual basis: and on a pro forma basis after giving effect to the acquisition of Rlenty0IFish, the issuance of the Match Notes, borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions. You should read the following table together with 'Selected historical combined financial and other information?' 'Unaudited pro forma combined financial statements" and "Managements discussion and analysis of financial condition and results of operations' and our combined financial statements and related notes appearing elsewhere in this prospectus. As of September 30, 2015 Actual Pro forma (dollars in thousands, except share data) Cash and cash equivalents 282,543 50.000 Long-term debt—related party(1) 185,429 Term Loan Facillty(2)(3) 788,000 Revolving Credit Facility(3)(4) 61,724 Match Notes(3X5) 443,537 Total Long-term debt 185,429 1.293.261 Shareholder equity: Common stock. $0.001 par value; actual: 15.000.000 shares authorized. 10.862.995 shares issued and outstanding; pro tonna: 1,500,000.000 shares authorized. 33.333.333 shares issued and outstanding 33 Class B common stock, $0.001 par valise: pro forma: 1.500.000000 shares authorized. 206,714274 shares issued and outstanding diMMIO 207 Class C common stock. $0001 par value: pro forma: 1.500.630,000 shares authorized, no shares issued and outstanding Invested capital 1,091.346 348,506 Accumulated other comprehensive loss (129,200) (129.200) Total shareholders equity. 962,146 219,546 Total capitalization $1,147,575 1.512,807 (1) Long.term debt—reefed party consists of $79 0 million in notes payable in three installmersts of $26 3 maim each die on September 1. 2021. 2023 and 2026. E53 million ($59 4 neon at September 30. 2015) note due December 15 2021 and a $47 0 Million note due Decent:et 15, 2021 at of which will be rented poor to the completion of this cifenng We and certain of our domestc subsidiaries are also guarantors of tAC's senior rotes and IACs credt facility lora to the completion el this offering we wil no longer be a restricted subindary of IAC for purposes of its debt facilities nor will we guarantee any debt of IAC See 'Managements discussion and analyses of finance! condition and results of optratons—LitaidtY and capital resources (2) Reflects an «gruel issue discoult of 1 5% (3) See 'Description of indebtedness" (4) After the Intel pudic offering price has been determined. but prior to the completion of this often % we will issue to IAC related-party indebtedness with an aggregate principal amount equal to the total net proceeds to us from this offenng assuming the underwriters exercise in full that option to purchase additions! shares PI the undemnters exercise el full their option to purchase edditcrtal shares, such related.party indebtedness will be repaid in full with the net proceeds from this offering If the unclenvnters do not exercise in full then option to purchase additional shares. we intend to ricer borrowings under the Revolving Credit Feeley in order to repay the balance of the IAC relatedperty indebtedness The IAC related-party indebtedness will bear nerest at 2.25% per year and will mature within 30 days of the issuance of such indebtedness For purposes of the pro forms colunn above. we have assumed that the undenvrters' optical to purchase addibOnal shares is not exercised, and $61 7 nslhon is drawn under the Revolving Credt Facility (5) There a an addlional $56 5 milion d IAC 2022 Notes that could be tendered and exchanged through November 13. 2015. the date the exchange offer expires (unless extended). The early lender window for the note exchange has expired If an/ adcttional IAC 2022 Notes are tendered for exchange, the holders will receive 5950 of Match Notes for each $1000 of MC 2022 Notes exchanged II ail $56 5 million of remaining IAC 2022 Notes are exchanged an additiOnal $53 6 meson of Match NOW. would be issued in the exchange 45 Table of Contents http:vmw sec.gov 'An:hives edger data'157518911001047469150064311222645Rn-I&lentil tier/JOU 9:27:17 AAA CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0075154 CONFIDENTIAL SONY GM_00221338 EFTA01377994