UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 12, 2013
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IAC/InterActiveCorp
(Exact name of Registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-20570
(Commission File Number)
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59-2712887
(I.R.S. Employer Identification No.)
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555 West 18th Street, New York, NY
(Address of principal executive offices)
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10011
(Zip Code)
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Registrant’s telephone number, including area code: (212) 314-7300
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__________________________________________________
(Former name or former address, if changed since last report)
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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:
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.Rule 13e-4(c))
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Item 8.01 Other Events.
On November 12, 2013, IAC/InterActiveCorp (the “Company”) announced the pricing (the “Pricing”) of its offering in a private placement of $500 million aggregate principal amount of 4.875% senior notes due 2018.
The press release announcing the Pricing was issued in accordance with Rule 135c under the Securities Act of 1933, as amended, and is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
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99.1
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Press Release of IAC/InterActiveCorp, dated November 12, 2013
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SIGNATURES
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.
IAC/InterActiveCorp
By: /s/ GREGG WINIARSKI
Name: Gregg Winiarski
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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99.1
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Press Release of IAC/InterActiveCorp, dated November 12, 2013
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Exhibit 99.1
IAC Announces Pricing of Senior Notes Offering
NEW YORK — Nov. 12, 2013 /PRNewsire/ — IAC (Nasdaq: IACI) announced today that it has agreed to sell $500 million aggregate principal amount of 4.875% senior notes due 2018 (the “Notes”) in a private offering (the “Offering”). The Notes will be guaranteed by certain subsidiaries of IAC. The Offering of the Notes is expected to close on November 15, 2013.
IAC plans to use the net proceeds of the Offering for general corporate purposes, which may include share repurchases and acquisitions.
The Offering is being made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless an exemption from such registration is available.
This press release does not constitute an offer to sell the Notes or a solicitation for an offer to purchase the Notes.
About IAC
IAC (NASDAQ: IACI) is a leading media and internet company comprised of more than 150 brands and products, including Ask.com, About.com, Match.com, HomeAdvisor.com and Vimeo.com. Focused in the areas of search, applications, online dating, local and media, IAC's family of websites is one of the largest in the world, with more than a billion monthly visits across more than 30 countries. The Company is headquartered in New York City with offices in various locations throughout the U.S. and internationally. To view a full list of IAC's companies, please visit our website at www.iac.com.
This press release contains forward-looking statements regarding the future performance of IAC, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties include, but are not limited to, IAC's ability to consummate the Offering of the Notes. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of IAC are contained in its filings with the SEC, including its reports on Forms 10-K, 10-Q and 8-K. IAC undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contact Information:
IAC Investor Relations
Nick Stoumpas / nick.stoumpas@iac.com
(212) 314 - 7400
IAC Corporate Communications
Justine Sacco / justine.sacco@iac.com
(212) 314-7326