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TABLE OF CONTENTS
ANNEX A
ANNEX G
ANNEX H
ANNEX I
ANNEX M
ANNEX N

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Pursuant to Rule 424(b)(3)
Registration No. 333-236420

LOGO

  LOGO

JOINT PROXY STATEMENT/PROSPECTUS

          IAC/InterActiveCorp, a Delaware corporation (which we refer to as "IAC"), IAC Holdings, Inc., a Delaware corporation and a direct wholly owned subsidiary of IAC (which we refer to as "New IAC"), Valentine Merger Sub LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IAC, and Match Group, Inc., a Delaware corporation (which we refer to as "Match"), have entered into a Transaction Agreement dated as of December 19, 2019 and amended as of April 28, 2020 (which, as so amended, we refer to as the "transaction agreement"). IAC is currently the owner of 24.9% of Match's outstanding common stock and all of Match's outstanding Class B common stock. The transaction agreement provides for the separation of the businesses of Match from the remaining businesses of IAC through a series of transactions (which we refer to as the "Separation") that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed "Match Group, Inc." and which will own the businesses of Match and certain IAC financing subsidiaries (and which we refer to as "New Match"), and (2) New IAC, which will be renamed "IAC/InterActiveCorp" and which will own IAC's other businesses—and the pre-transaction stockholders of Match (other than IAC) owning shares in New Match.

          If we complete the Separation:

          The Separation will be effected through a series of transactions that are intended to be generally tax-free for U.S. federal income tax purposes to holders of IAC common stock and Match common stock, except with respect to cash received.

          IAC will hold an annual meeting of its stockholders on June 25, 2020 (which we refer to as the "IAC annual meeting") and Match will hold a special meeting of its stockholders on June 25, 2020 (which we refer to as the "Match special meeting") in order to obtain the stockholder approvals required to complete the Separation and to obtain the other stockholder approvals that are described in this joint proxy statement/prospectus.

          The IAC board of directors unanimously recommends that the IAC stockholders vote "FOR" each of the proposals to be considered at the IAC annual meeting. The Match board of directors, following the unanimous recommendation of a committee consisting entirely of independent and disinterested members of the Match board of directors, unanimously (by directors present at the meeting) recommends that Match stockholders vote "FOR" each of the proposals to be considered at the Match special meeting.

          Your vote is very important, regardless of the number of shares you own. Whether or not you expect to virtually attend the IAC annual meeting or Match special meeting, as applicable, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at such meeting.

          The obligations of the parties to complete the Separation are subject to the satisfaction or waiver of a number of conditions specified in the transaction agreement. More information about IAC, Match, New IAC, New Match, the IAC annual meeting, the Match special meeting and the Separation is contained in this joint proxy statement/prospectus. Before voting, we urge you to read carefully and in its entirety this joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference herein. In particular, we urge you to read carefully the section entitled "Risk Factors" beginning on page 20 of this joint proxy statement/prospectus.

GRAPHIC

  GRAPHIC

Barry Diller
Chairman and Senior Executive
IAC/InterActiveCorp

 

Sharmistha Dubey
Chief Executive Officer
Match Group, Inc.

          Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this joint proxy statement/prospectus or the securities to be issued under this joint proxy statement/prospectus or determined that this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

          This joint proxy statement/prospectus is dated April 30, 2020 and is first being mailed to the stockholders of IAC and stockholders of Match on or about May 4, 2020.


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IAC/INTERACTIVECORP
555 West 18th Street
New York, New York 10011

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF IAC/INTERACTIVECORP TO BE
HELD ON JUNE 25, 2020

To the Stockholders of IAC/InterActiveCorp:

        IAC/InterActiveCorp (which we refer to as "IAC") is making this joint proxy statement/prospectus available to holders of IAC's common stock and Class B common stock in connection with the solicitation of proxies by the board of directors of IAC for use at the annual meeting of IAC stockholders to be held on June 25, 2020, at 11:00 a.m. Eastern Time (which we refer to as the "IAC annual meeting"). The IAC annual meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the IAC annual meeting by visiting www.virtualshareholdermeeting.com/IACI2020.

        At the IAC annual meeting, IAC stockholders will consider, among other things, the separation of the businesses of Match Group, Inc. (which we refer to as "Match") from the remaining businesses of IAC through a series of transactions (which we refer to as the "Separation") that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed "Match Group, Inc." and which will own the businesses of Match and certain IAC financing subsidiaries (and which we refer to as "New Match"), and (2) IAC Holdings, Inc., a Delaware corporation and currently a direct wholly owned subsidiary of IAC (which we refer to as "New IAC"), which will be renamed "IAC/InterActiveCorp" and which will own IAC's other businesses—and the pre-transaction stockholders of Match (other than IAC) owning shares in New Match. In particular, IAC will ask its stockholders:


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        Approval of the Separation Proposal, which is a condition to the completion of the Separation, requires (i) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock entitled to vote on such matter, voting as a separate class; (ii) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B common stock entitled to vote on such matter, voting as a separate class; and (iii) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class. Approval of each of the New Match Board Classification Proposal, the Prohibition of Stockholder


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Written Consent Proposal and the Other New Match Charter Amendments Proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class. Assuming that a quorum is present, approval of each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal, which are each separately a condition to the completion of the Separation, requires the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter. Assuming that a quorum is present, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter is required to approve each of the IAC Adjournment Proposal, the Accounting Firm Ratification Proposal, and (on an advisory (non-binding) basis) the Say on Pay Vote Proposal. The election of each of Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC capital stock, voting together as a single class; and the election of each of Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock, voting as a separate class.

        The IAC board of directors has set May 4, 2020 as the record date for the IAC annual meeting. This means that holders of record of IAC common stock and IAC Class B common stock at the close of business on that date are entitled to receive notice of the IAC annual meeting and to vote their shares at the IAC annual meeting and any related adjournments or postponements.

        Only IAC stockholders and persons holding proxies from IAC stockholders may attend the IAC annual meeting. To participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 you will need the 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials. A list of IAC stockholders entitled to vote at the annual meeting will be available at www.virtualshareholdermeeting.com/IACI2020 for examination by any IAC stockholder at the annual meeting.

        THE IAC BOARD OF DIRECTORS UNANIMOUSLY APPROVED THE TRANSACTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH PROPOSAL.

        The above matters are more fully described in the accompanying joint proxy statement/prospectus.

 
   
    By order of the Board of Directors,

 

 

GRAPHIC


Gregg Winiarski
Executive Vice President,
General Counsel and Secretary

April 30, 2020


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MATCH GROUP, INC.
8750 North Central Expressway
Suite 1400
Dallas, Texas 75231

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF MATCH GROUP, INC. TO BE
HELD ON JUNE 25, 2020

To the Stockholders of Match Group, Inc.:

        Match Group, Inc. (which we refer to as "Match") is making this joint proxy statement/prospectus available to holders of Match's capital stock (which we refer to collectively as "Match stockholders") in connection with the solicitation of proxies by the board of directors of Match for use at the special meeting of Match stockholders to be held at 1:00 p.m. Eastern Time on June 25, 2020 (which we refer to as the "Match special meeting"). The Match special meeting will be a virtual meeting, conducted solely online. Match stockholders will be able to attend the Match special meeting by visiting www.virtualshareholdermeeting.com/MTCH2020.

        At the Match special meeting, Match stockholders will consider, among other things, the separation of the businesses of Match from the remaining businesses of IAC/InterActiveCorp (which we refer to as "IAC") through a series of transactions that will result in the pre-transaction stockholders of Match (other than IAC) owning shares in IAC, which will be renamed "Match Group, Inc." and will own the businesses of Match and certain IAC financing subsidiaries (which we refer to as "New Match"). The businesses of IAC, other than Match and certain IAC financing subsidiaries, will be transferred to IAC Holdings, Inc., a Delaware corporation and currently a direct wholly owned subsidiary of IAC, which will be renamed "IAC/InterActiveCorp" (which we refer to as "New IAC"). In particular, Match will ask its stockholders:

        Adoption of the Transaction Proposal, which is a condition to the completion of the transactions contemplated by the transaction agreement, requires both (i) the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal, voting together as a single class, and (ii) the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal (other than any shares of Match capital stock owned, directly or indirectly, by IAC and its subsidiaries, the members of the IAC board of directors, any person that IAC has determined to be an "officer" of IAC within the meaning of Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (which we refer to as the "Exchange Act"), the members of the Match board of directors, any person that Match has determined to be an "officer" of Match within the meaning of Rule 16a-1(f) of the Exchange Act, and the


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immediate family members of any of the foregoing), voting together as a single class. Assuming a quorum is present, the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock present in person or represented by proxy and entitled to vote on the matter, voting together as a single class, is required to approve, on an advisory (non-binding) basis, the New Match Board Classification Advisory Vote Proposal and the Prohibition of Shareholder Written Consent Advisory Vote Proposal and to approve the Match Adjournment Proposal. Match will transact no other business at the Match special meeting, except for business properly brought before the Match special meeting or any adjournment or postponement of the Match special meeting.

        The Match separation committee, with authority delegated by the Match board of directors, has set May 4, 2020 as the record date for the Match special meeting. This means that holders of record of Match capital stock at the close of business on that date are entitled to receive notice of the Match special meeting and to vote their shares at the Match special meeting and any related adjournments or postponements.

        Only Match stockholders and persons holding proxies from Match stockholders may virtually attend the Match special meeting. To participate in the Match special meeting online at www.virtualshareholdermeeting.com/MTCH2020, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials. A list of Match stockholders entitled to vote at the Match special meeting will be available at www.virtualshareholdermeeting.com/MTCH2020 for examination by any Match stockholder at the Match special meeting. For additional information see the section of this joint proxy statement/prospectus entitled "Questions and Answers about the Match Special Meeting."

        THE MATCH BOARD OF DIRECTORS, FOLLOWING THE UNANIMOUS RECOMMENDATION OF THE SEPARATION COMMITTEE OF THE MATCH BOARD OF DIRECTORS, APPROVED BY UNANIMOUS VOTE OF DIRECTORS PRESENT THE TRANSACTION AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENT AND UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH PROPOSAL.

        The above matters are more fully described in the accompanying joint proxy statement/prospectus.

 
   
    By order of the Board of Directors,

 

 

GRAPHIC


Jared F. Sine
Chief Legal Officer and Secretary

April 30, 2020


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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates by reference important business and financial information about IAC/InterActiveCorp ("IAC") and Match Group, Inc. ("Match") from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain copies of the documents incorporated by reference into this document through the U.S. Securities and Exchange Commission website at www.sec.gov or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011
Telephone: (212) 314-7400
Attn: Investor Relations
or
Georgeson, LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
800-891-3214 for stockholder, bank and broker inquiries
  Match Group, Inc.
8750 North Central Expressway
Suite 1400
Dallas, Texas 75231
Telephone: (214) 576-9352
Attn: Investor Relations
or
MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
800-322-2885 (Toll-Free)
212-929-5500
proxy@mackenziepartners.com

        Investors may also consult the websites of IAC or Match for more information concerning the transactions described in this joint proxy statement/prospectus. The website of IAC is www.iac.com and the website of Match is www.mtch.com. Information included on these websites is not incorporated by reference into this document.

        You should make any request for documents by June 18, 2020 to ensure timely delivery of the documents prior to the IAC annual meeting and Match special meeting, as applicable.

        To find more information, see "Where You Can Find More Information."


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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a joint registration statement on Form S-4 (File No. 333-236420) filed with the U.S. Securities and Exchange Commission (the "SEC") by IAC/InterActiveCorp ("IAC") and IAC Holdings, Inc. ("New IAC"), constitutes a prospectus of New IAC and IAC, respectively, under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of New IAC common stock, New IAC Class B common stock and IAC Class M common stock to be issued to stockholders of IAC and Match Group, Inc. ("Match"), pursuant to the transaction agreement, as further described in this document. This joint proxy statement/prospectus also constitutes a proxy statement of each of IAC and Match under Section 14(a) of the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting for the annual meeting of IAC stockholders scheduled to be held virtually on June 25, 2020 and the special meeting of Match stockholders scheduled to be held virtually on June 25, 2020.

        You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with any other information regarding the transactions described in this document. This joint proxy statement/prospectus is dated April 30, 2020, and you should assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate only as of such date. Neither the mailing of this joint proxy statement/prospectus to IAC stockholders or Match stockholders, nor the issuance by New IAC of New IAC common stock or New IAC Class B common stock or by IAC of IAC Class M common stock in connection with the transactions described in this joint proxy statement/prospectus, will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which, or from any person to whom, it is unlawful to make any such offer or solicitation in such jurisdiction.

        Information contained in this joint proxy statement/prospectus regarding IAC and its affiliates (other than Match) has been provided by IAC and its affiliates; information contained in this proxy statement/prospectus regarding Match and its affiliates (other than IAC) has been provided by Match and its affiliates.

        You should not construe the contents of this joint proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this joint proxy statement/prospectus are qualified by the full copies of and complete text of such agreements, which are attached to this joint proxy statement/prospectus as annexes and/or filed as exhibits to the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part and incorporated by reference into this joint proxy statement/prospectus. All such exhibits are available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov. See the section of this joint proxy statement/prospectus entitled "Where You Can Find More Information."


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CERTAIN DEFINITIONS

        Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT THE IAC ANNUAL MEETING

    v  

QUESTIONS AND ANSWERS ABOUT THE MATCH SPECIAL MEETING

   
xiii
 

QUESTIONS AND ANSWERS ABOUT THE SEPARATION

   
xix
 

SUMMARY

   
1
 

RISK FACTORS

   
20
 

Risks Relating to the Separation

    20  

Risks Relating to New IAC's Business Following the Separation

    25  

Risks Relating to New Match's Business Following the Separation

    43  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   
65
 

THE PARTIES TO THE SEPARATION

   
67
 

IAC

    67  

New IAC

    67  

New Match Merger Sub

    68  

Match

    68  

RECENT DEVELOPMENTS

   
69
 

THE IAC ANNUAL MEETING

   
70
 

Date, Time and Place

    70  

Purpose of the IAC Annual Meeting; IAC Proposals

    70  

Recommendation of the IAC Board of Directors

    72  

IAC Record Date; Stockholders Entitled to Vote

    72  

Voting by Directors and Executive Officers of IAC

    73  

Quorum; Abstentions and Broker Non-Votes

    73  

Required Vote

    74  

How to Vote

    75  

Voting of Proxies

    75  

Revoking Your Proxy

    76  

Attending the Annual Meeting

    76  

Adjournments and Postponements

    76  

Solicitation of Proxies

    77  

IAC Stockholder List

    77  

Other Business

    77  

Assistance

    77  

Proposal No. 1: Separation Proposal

    78  

Proposal No. 2: New Match Board Classification Proposal

    80  

Proposal No. 3: Prohibition of Stockholder Written Consent Proposal

    82  

Proposal No. 4: Other New Match Charter Amendments Proposal

    83  

Proposal No. 5: IAC Class M Common Stock Issuance Proposal

    84  

Proposal No. 6: IAC Incentive Plan Proposal

    85  

Proposal No. 7: IAC Adjournment Proposal

    89  

Proposal No. 8: Election of Directors

    90  

Proposal No. 9: Accounting Firm Ratification Proposal

    100  

Proposal No. 10: Say on Pay Vote Proposal

    101  

Additional Annual Meeting Materials

    102  

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  Page  

THE MATCH SPECIAL MEETING

    126  

Date, Time and Place

    126  

Purpose of the Match Special Meeting; Match Proposals

    126  

Recommendation of the Match Separation Committee; Recommendation of the Match Board of Directors

    126  

Match Record Date; Stockholders Entitled to Vote

    127  

Voting by Directors and Executive Officers of Match

    127  

Quorum; Abstentions and Broker Non-Votes

    128  

Required Vote

    128  

How to Vote

    129  

Voting of Proxies

    130  

Revoking Your Proxy

    130  

Attending the Special Meeting

    130  

Adjournments and Postponements

    130  

Solicitation of Proxies

    131  

Match Stockholder List

    131  

Other Business

    131  

Assistance

    131  

Proposal No. 1: Transaction Proposal

    132  

Proposal No. 2: New Match Board Classification Advisory Vote Proposal

    133  

Proposal No. 3: Prohibition of Stockholder Written Consent Advisory Vote Proposal

    135  

Proposal No. 4: Match Adjournment Proposal

    136  

THE SEPARATION

   
137
 

Structure of the Separation

    137  

Background of the Separation

    139  

IAC's Reasons for the Separation; Recommendation of the IAC Board of Directors

    153  

Match's Reasons for the Separation; Recommendation of the Match Separation Committee; Recommendation of the Match Board of Directors

    157  

Opinion of Financial Advisor to the Match Separation Committee

    162  

Certain Unaudited Prospective Financial Information of Match

    170  

No Dissenters' Rights

    173  

Accounting Treatment

    173  

Interests of IAC Directors and Officers in the Separation

    173  

Interests of Match Directors and Officers in the Separation

    174  

Listing of New IAC Common Stock and New Match Common Stock; Delisting and Deregistration of IAC Common Stock and Match Common Stock

    175  

Regulatory Requirements Related to the Separation

    176  

Post-Closing Governance and Management

    176  

THE TRANSACTION AGREEMENT

   
178
 

The Transactions

    178  

Reclassification Exchange Ratio

    180  

Closing of the Transactions

    184  

Election and Exchange Procedures

    184  

Election Procedures

    184  

Letter of Transmittal

    185  

Withholding

    185  

Treatment of Fractional Shares

    185  

Dividends and Distributions

    186  

Treatment of IAC Equity Awards

    186  

ii


 
  Page  

Treatment of Match Equity Awards

    186  

New Match Post-Closing Governance and Management

    187  

Representations and Warranties

    187  

Conduct of Business

    189  

Change of Recommendation

    191  

Efforts to Hold the IAC Stockholder Meeting

    192  

Efforts to Hold the Match Special Meeting

    193  

Certain Employee Matters

    194  

Financing Matters

    194  

Match Loan; Debt Financing

    194  

IAC Class M Equity Offering

    195  

Directors' and Officers' Indemnification; Liability Insurance

    195  

Release of Claims; Indemnification

    196  

Non-Competition; Non-Solicitation of Employees

    196  

Additional Covenants and Agreements

    197  

Conditions to the Separation

    198  

Termination of the Transaction Agreement

    200  

Amendments, Waivers

    200  

Dispute Resolution; Enforcement

    201  

Ancillary Agreements

    201  

Real Estate Transactions

    201  

Tax Matters Agreement

    201  

Employee Matters Agreement

    203  

Transition Services Agreement

    204  

INFORMATION ABOUT NEW IAC AFTER THE SEPARATION

   
205
 

INFORMATION ABOUT NEW MATCH AFTER THE SEPARATION

   
258
 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SEPARATION

   
264
 

The Reclassification

    266  

The New IAC Distribution

    266  

The Match Merger

    268  

Information Reporting and Backup Withholding

    269  

IAC SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
270
 

MATCH SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
273
 

DESCRIPTION OF NEW IAC CAPITAL STOCK

   
275
 

New IAC Authorized Capital Stock

    275  

New IAC Common Stock

    275  

New IAC Class B Common Stock

    275  

New IAC Preferred Stock

    276  

Effect of Delaware Anti-Takeover Statute

    276  

Limitations on Liability, Indemnification of Officers and Directors and Insurance

    276  

Action by Written Consent

    277  

Listing

    277  

Transfer Agent

    277  

       

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  Page  

DESCRIPTION OF NEW MATCH CAPITAL STOCK

    278  

New Match Authorized Capital Stock

    278  

New Match Common Stock

    278  

New Match Preferred Stock

    278  

New Match Warrants

    278  

Anti-Takeover Provisions in New Match's Certificate of Incorporation and Bylaws

    279  

Effect of Delaware Anti-Takeover Statute

    279  

Limitations on Liability, Indemnification of Officers and Directors and Insurance

    279  

Action by Written Consent

    280  

Listing

    280  

Transfer Agent

    280  

COMPARISON OF RIGHTS OF HOLDERS OF IAC SECURITIES BEFORE THE SEPARATION WITH RIGHTS OF HOLDERS OF NEW IAC SECURITIES AND NEW MATCH SECURITIES AFTER THE SEPARATION

   
281
 

COMPARISON OF RIGHTS OF HOLDERS OF MATCH SECURITIES BEFORE THE SEPARATION WITH RIGHTS OF HOLDERS OF NEW MATCH SECURITIES AFTER THE SEPARATION

   
295
 

EXPERTS

   
304
 

HOUSEHOLDING

   
305
 

LEGAL MATTERS

   
306
 

STOCKHOLDER PROPOSALS

   
307
 

WHERE YOU CAN FIND MORE INFORMATION

   
308
 

ANNEX A: Transaction Agreement

   
A-1
 

ANNEX B: Form of Transaction-Related Reclassification Charter Amendments

   
B-1
 

ANNEX C: Form of New Match Board Classification Charter Amendments

   
C-1
 

ANNEX D: Form of New Match Charter Amendments Prohibiting Stockholder Action by Written Consent

   
D-1
 

ANNEX E: Form of Additional Amendments to New Match Certificate of Incorporation

   
E-1
 

ANNEX F: IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan

   
F-1
 

ANNEX G: Form of Transition Services Agreement

   
G-1
 

ANNEX H: Form of Amended and Restated Employee Matters Agreement

   
H-1
 

ANNEX I: Form of Tax Matters Agreement

   
I-1
 

ANNEX J: Opinion of Goldman, Sachs & Co. LLC

   
J-1
 

ANNEX K: New IAC Unaudited Pro Forma Condensed Combined Financial Statements

   
K-1
 

ANNEX L: New Match Unaudited Pro Forma Condensed Consolidated Financial Statements

   
L-1
 

ANNEX M: Combined Financial Statements of IAC Holdings, Inc. (New IAC)

   
M-1
 

ANNEX N: Consolidated Financial Statements of Care.com, Inc. 

   
N-1
 

ANNEX O: Audit Committee Charter of IAC/InterActiveCorp

   
O-1
 

ANNEX P: Compensation and Human Resources Committee Charter of IAC/InterActiveCorp

   
P-1
 

ANNEX Q: Nominating Committee Charter of IAC/InterActiveCorp

   
Q-1
 

iv


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QUESTIONS AND ANSWERS ABOUT THE IAC ANNUAL MEETING

        The following section provides brief answers to certain questions that you may have regarding the IAC annual meeting. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section of this joint proxy statement/prospectus entitled "Where You Can Find More Information."

Q:    What are the proposals on which IAC stockholders are being asked to vote?

A:
IAC stockholders are being asked to vote on the following proposals:

To approve amendments to the IAC certificate of incorporation that would effect the Separation by reclassifying the IAC common stock and IAC Class B common stock. This joint proxy statement/prospectus refers to the foregoing proposal as the "Separation Proposal." If IAC's stockholders approve the Separation Proposal and IAC completes the Separation, the holders of IAC common shares outstanding immediately prior to the Separation would initially own all of the New IAC common shares outstanding immediately following the Separation and a percentage of the New Match common shares outstanding immediately following the Separation that is proportionate to IAC's existing ownership interest in Match, subject to certain adjustments. IAC will only implement the Separation Proposal if (i) each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the Separation Proposal if IAC and Match are not proceeding with the Separation);

To approve amendments to the IAC certificate of incorporation to provide, following the Separation, for (i) the classification of the board of directors of New Match, with directors serving staggered three-year terms of office, (ii) the removal of members of the board of directors of New Match from office by stockholders being permitted only for cause and with the affirmative vote of not less than a majority of the total voting power of shares of New Match capital stock outstanding and entitled to vote, subject to any rights of holders of preferred stock, (iii) the exclusive right of the board of directors of New Match to fill director vacancies, subject to any rights of holders of preferred stock, (iv) no officer or director of New Match who is also an officer or director of New IAC having liability to New Match or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to New IAC instead of New Match, or does not communicate information regarding a corporate opportunity to New Match that the officer or director has directed to New IAC, and (v) certain ministerial amendments to the IAC certificate of incorporation. This joint proxy statement/prospectus refers to the foregoing proposal as the "New Match Board Classification Proposal." IAC will only implement the New Match Board Classification Proposal if (i) each of the Separation Proposal, the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders and (ii) the Transaction Proposal receives the required approval from Match stockholders (and will not implement the New Match Board Classification Proposal if IAC and Match are not proceeding with the Separation);

To approve amendments to the IAC certificate of incorporation that will prohibit, following the Separation, action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock. This joint proxy statement/

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Q:    How does the IAC Board of Directors recommend that I vote at the IAC annual meeting?

A:
The IAC board of directors has unanimously approved and unanimously recommends that all IAC stockholders vote:

"FOR" the Separation Proposal;

"FOR" the New Match Board Classification Proposal;

"FOR" the Prohibition of Stockholder Written Consent Proposal;

"FOR" the Other New Match Charter Amendments Proposal;

"FOR" the IAC Class M Common Stock Issuance Proposal;

"FOR" the IAC Incentive Plan Proposal;

"FOR" the IAC Adjournment Proposal;

"FOR" the election to the board of each of the nominees for director named in this joint proxy statement/prospectus;

"FOR" the Accounting Firm Ratification Proposal; and

"FOR" the Say on Pay Vote Proposal.
Q:
What votes are required to approve the proposals on which IAC stockholders are being asked to vote?

A:
The votes required for each proposal are as follows:

Separation Proposal:  The Separation Proposal requires approval by:

The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock entitled to vote on such matter, voting as a separate class;

The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B common stock entitled to vote on such matter, voting as a separate class; and

The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

New Match Board Classification Proposal:  The New Match Board Classification Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

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Q:    Could other matters be decided at the IAC annual meeting?

A:
As of the date of this joint proxy statement/prospectus, we did not know of any matters to be raised at the IAC annual meeting, other than those referred to in this joint proxy statement/prospectus.

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Q:    Who is entitled to vote at the IAC annual meeting?

A:
Holders of IAC common stock and IAC Class B common stock at the close of business on May 4, 2020, the record date for the IAC annual meeting established by the IAC board of directors, are entitled to receive notice of the IAC annual meeting and to vote their shares at the IAC annual meeting and any related adjournments or postponements.
Q:
What is the difference between a stockholder of record and a stockholder who holds IAC shares in street name?

A:
If your IAC shares are registered in your name, you are a stockholder of record. If your IAC shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

Q:    What shares are included on the enclosed proxy card?

A:
If you are a stockholder of record only, you will receive one proxy card from Broadridge for all IAC shares that you hold directly. If you hold IAC shares in street name through one or more banks, brokers and/or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your IAC shares. If you are a stockholder of record and hold additional IAC shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your IAC shares.

Q:    What are the quorum requirements for the IAC annual meeting?

A:
The presence at the IAC annual meeting, in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of IAC common stock and IAC Class B common stock at the IAC annual meeting constitutes a quorum. Stockholders who participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. When the holders of IAC common stock vote as a separate class, the presence at the IAC annual meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. When the holders of IAC Class B common stock vote as a separate class, the presence at the IAC annual meeting of holders of a majority of the total votes entitled to be cast by holders of IAC Class B common stock is required for a quorum to be met. Shares of IAC common stock and IAC Class B common stock represented by proxy will be treated as present at the IAC annual meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

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Q:    What do I need to do now to vote at the IAC annual meeting?

A:
The IAC board of directors is soliciting proxies for use at the IAC annual meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares, before the date of the IAC annual meeting, in any of three ways:

Submitting a proxy online:  Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020;

Submitting a proxy by telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card 1-800-690-6903. Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020; or

Submitting a proxy by mail:  If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York, 11717.
Q:
If I hold my IAC shares in street name, will my broker, bank or other holder of record vote these shares for me?

A:
If your shares of IAC common stock are held in street name, you must provide your broker, bank and/or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank and/or other holder of record depends on the type of item being considered for a vote.

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Q:
What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the IAC annual meeting?

A:
Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum.

Q:    Can I change my vote or revoke my proxy?

A:
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the IAC annual meeting by:

submitting a later-dated proxy relating to the same shares online, by telephone or by mail before the date of the IAC annual meeting;

delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

participating in the IAC annual meeting and voting online at that time at www.virtualshareholdermeeting.com/IACI2020 (although virtual attendance at the IAC annual meeting will not, by itself, change your vote or revoke a proxy).

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Q:    Who can attend the IAC annual meeting?

A:
Only IAC stockholders and persons holding proxies from IAC stockholders may virtually attend the IAC annual meeting. To participate in the IAC annual meeting, go to www.virtualshareholdermeeting.com/IACI2020 and enter the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

Q:    What if I do not specify a choice for a matter when returning a proxy?

A:
If you do not give specific instructions, proxies that are signed and returned will be voted FOR all of the proposals to be voted on at the IAC annual meeting as listed in this joint proxy statement/prospectus.

Q:    How are proxies solicited and who bears the related costs?

A:
IAC bears all expenses incurred in connection with the solicitation of proxies for the IAC annual meeting. In addition to solicitations by mail, directors, officers and employees of IAC may solicit proxies from stockholders by telephone, letter, facsimile, email or in person.

Q:    Should I send in my stock certificates with my proxy?

A:
No, please do NOT return your stock certificate(s) with your proxy. You will be mailed customary transmittal materials, under separate cover following the closing, describing what to do with your certificated IAC shares (or shares held in book-entry form).

Q:    What should I do if I have questions about the IAC annual meeting?

A:
If you have any questions about the IAC annual meeting, the various proposals to be voted on at the IAC annual meeting and/or how to participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 and vote at that time or would like copies of any of the documents referred to in this joint proxy statement/prospectus, you should contact Georgeson, LLC at 800-891-3214 or IAC Investor Relations at 212-314-7400 or ir@iac.com.

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QUESTIONS AND ANSWERS ABOUT THE MATCH SPECIAL MEETING

        The following section provides brief answers to certain questions that you may have regarding the Match special meeting. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section of this joint proxy statement/prospectus entitled "Where You Can Find More Information."

Q:    What are the proposals on which Match stockholders are being asked to vote?

A:
Match stockholders are being asked to vote on the following proposals:

To adopt the Transaction Agreement, dated as of December 19, 2019 and amended as of April 28, 2020, by and among IAC, New IAC, New Match Merger Sub and Match. This joint proxy statement/prospectus refers to this proposal as the "Transaction Proposal". Match will only implement the Transaction Proposal if (i) the Separation Proposal receives the required approval from IAC stockholders and (ii) each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders (and will not implement the Transaction Proposal if IAC and Match are not proceeding with the Separation);

To cast an advisory (non-binding) vote on a proposal to, following the Separation, classify the New Match board of directors and to allow New Match stockholders to vote on the election of the directors on a staggered three-year basis, rather than on an annual basis. This joint proxy statement/prospectus refers to the foregoing proposal as the "New Match Board Classification Advisory Vote Proposal";

To cast an advisory (non-binding) vote on a proposal to, following the Separation, prohibit action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock. This joint proxy statement/prospectus refers to this proposal as the "Prohibition of Stockholder Written Consent Advisory Vote Proposal"; and

To approve one or more adjournments or postponements of the Match special meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Match special meeting to adopt the Transaction Proposal. This joint proxy statement/prospectus refers to this proposal as the "Match Adjournment Proposal."

Q:    How does the Match board of directors recommend that I vote at the Match special meeting?

A:
The Match board of directors, following the unanimous recommendation of the separation committee of the Match board of directors (which we refer to as the "Match separation committee"), unanimously (by directors present at the meeting) recommends that Match stockholders vote:

"FOR" the Transaction Proposal;

"FOR" the New Match Board Classification Advisory Vote Proposal;

"FOR" the Prohibition of Stockholder Written Consent Advisory Vote Proposal; and

"FOR" the Match Adjournment Proposal.

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Q:    What votes are required to approve the proposals on which Match stockholders are being asked to vote?

A:
The votes required for each proposal are as follows:

Transaction Proposal:  The Transaction Proposal requires approval by

The affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal, voting together as a single class (which we refer to as the "Match stockholder approval"); and

The affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal (other than any shares of Match capital stock owned, directly or indirectly, by IAC and its subsidiaries, the members of the IAC board of directors, any person that IAC has determined to be an "officer" of IAC within the meaning of Rule 16a-1(f) of the Exchange Act, the members of the Match board of directors, any person that Match has determined to be an "officer" of Match within the meaning of Rule 16a-1(f) of the Exchange Act and the immediate family members of any of the foregoing), voting together as a single class (which we refer to as the "Match disinterested stockholder approval").

Q:    What is the effect of an advisory (non-binding) vote?

A:
The vote on each of the New Match Board Classification Advisory Vote Proposal and the Prohibition of Stockholder Written Consent Advisory Vote Proposal is separate and apart from the vote to approve the Transaction Proposal at the Match special meeting. Approval by Match's stockholders of the New Match Board Classification Advisory Vote Proposal and the Prohibition of Stockholder Written Consent Advisory Vote Proposal are not conditions to the completion of the

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Q:    Could other matters be decided at the Match special meeting?

A:
As of the date of this joint proxy statement/prospectus, there are no other matters that the Match board of directors intends to present at the Match special meeting.

Q:    Who is entitled to vote at the Match special meeting?

A:
Only holders of record of shares of Match common stock and Match Class B common stock as of the close of business on the record date of May 4, 2020 are entitled to receive notice of, and to vote at, the Match special meeting.

Q:    What is the difference between a stockholder of record and a stockholder who holds Match capital stock in street name?

A:
If your shares of Match capital stock are registered in your name, you are a stockholder of record. If your shares of Match capital stock are held in the name of your broker, bank or other holder of record, your shares are held in street name.

Q:    What shares are included on the enclosed proxy card?

A:
If you are a stockholder of record only, you will receive one proxy card from Broadridge for all Match capital stock that you hold directly. If you hold Match capital stock in street name through one or more banks, brokers or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your Match capital stock. If you are a stockholder of record and hold additional Match capital stock in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your Match capital stock.

Q:    What are the quorum requirements for the Match special meeting?

A:
The presence at the Match special meeting, in person or represented by proxy, of the holders of shares representing a majority of the voting power of all outstanding shares of Match capital stock

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Q:    What do I need to do now to vote at the Match special meeting?

A:
Match stockholders may submit proxies to instruct the designated proxies to vote their shares, before the date of the Match special meeting, in any of three ways:

Submitting a proxy online:  Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020;

Submitting a proxy by telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1-800-690-6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 24, 2020; or

Submitting a proxy by mail:  If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

Q:    If I hold my Match capital stock in street name, will my broker, bank or other holder of record vote these shares for me?

A:
If your shares of Match capital stock are held in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record depends on the type of proposal being considered for a vote. The proposals to be voted on at the Match special meeting are not considered discretionary items. Accordingly, the Transaction Proposal, the New Match Board Classification Advisory Vote Proposal, the Prohibition of Stockholder Written Consent Advisory Vote Proposal and the Match Adjournment Proposal may NOT be voted on by your broker, bank or other holder of record absent specific voting instructions from you. If your bank, broker or other holder of record does not receive specific voting instructions from you, a "broker non-vote" will occur in the case of your shares of Match capital stock for these proposals.

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Q:    What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Match special meeting?

A:
Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum.

Q:    Can I change my vote or revoke my proxy?

A:
Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Match special meeting by:

submitting a later-dated proxy relating to the same shares online, by telephone or by mail before the date of the Match special meeting;

delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

virtually attending the Match special meeting and voting online at that time at www.virtualshareholdermeeting.com/MTCH2020 (although virtual attendance at the Match special meeting will not, by itself, change your vote or revoke a proxy). See the question below for further details.

Q:    Who can attend the Match special meeting?

A:
Only Match stockholders and persons holding proxies from Match stockholders may virtually attend the Match special meeting. To participate in the Match special meeting, go to www.virtualshareholdermeeting.com/MTCH2020 and enter the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

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Q:    What if I do not specify a choice for a matter when returning a proxy?

A:
If you do not give specific instructions, proxies that are signed and returned will be voted FOR all of the proposals to be voted on at the Match special meeting.

Q:    How are proxies solicited and who bears the related costs?

A:
Match bears all expenses incurred in connection with the solicitation of proxies for the Match special meeting. In addition to solicitations by mail, directors, officers and employees of Match may solicit proxies from stockholders by telephone, letter, facsimile, e-mail or in person.

Q:    Should I send in my stock certificates with my proxy?

A:
No, please do NOT return your stock certificate(s) with your proxy. You will be mailed a form of election and other customary transmittal materials, under separate cover, describing how you may exchange your shares of Match capital stock for the merger consideration and make a cash election or additional stock election. If your shares of Match capital stock are held in "street name" through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your "street name" shares of Match capital stock in exchange for merger consideration and make a cash election or additional stock election if and when the Separation is completed, as further described in this joint proxy statement/prospectus.

Q:    What should I do if I have questions about the Match special meeting?

A:
If you have any questions about the Match special meeting or the various proposals to be voted on at the Match special meeting, would like to obtain assistance with how to vote virtually or would like copies of any of the documents referred to in this joint proxy statement/prospectus, you should contact MacKenzie Partners, Inc. at 212-929-5500 (call collect) or 800-322-2885 (Toll-Free) or proxy@mackenziepartners.com or Match's Investor Relations department by sending an e-mail to IR@match.com.

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION

        The following section provides brief answers to certain questions that you may have regarding the transaction agreement and the Separation. You should carefully read this entire joint proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this joint proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information about the parties to the transaction agreement is contained in the Annexes to, and the documents incorporated by reference into, this joint proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled "Where You Can Find More Information."

Q:    What are IAC and Match proposing to do?

A:
IAC and Match are proposing that the businesses of Match be separated from the remaining businesses of IAC through a series of transactions (which we refer to as the "Separation") that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed "Match Group, Inc." (which we refer to as "New Match") and which will own the businesses of Match and certain IAC financing subsidiaries, and (2) New IAC, which will be renamed "IAC/InterActiveCorp" and which will own IAC's other businesses—and the pre-transaction stockholders of Match (other than IAC) owning shares in New Match.

Q:    Why are IAC and Match proposing the Separation?

A:
The IAC board of directors believes that the Separation should provide benefits to IAC and its stockholders, including, among others:

greater ability to focus on building the scale of New IAC's remaining businesses and pursuing strategic acquisitions and investments to drive long-term profitability and shareholder value;

position New IAC to enter the next chapter of its growth and development story by providing it with the capital needed to grow its remaining businesses and to pursue acquisition opportunities;

simplification in the corporate structure of IAC and its subsidiaries, including Match, resulting from the transaction is expected to have certain benefits that will be reflected in the New Match common stock to be received by IAC shareholders. These benefits include the potential elimination of a trading discount due to Match's controlled company status and the potential that New Match common stock (as opposed to Match common stock currently) will in the future be eligible to be included in one or more of the major stock indices as a result of New Match's single class structure;

separate equity currencies that more closely align with the performance of the underlying businesses will enable each company to pursue value enhancing M&A opportunities and provide each with a more effective tool for management compensation;

more efficient allocation of capital for both New IAC and New Match that will allow each company to pursue an optimal mix of return of capital to stockholders, reinvestment and acquisitions;

continued participation by IAC stockholders in New IAC's and New Match's future earnings or growth following the Separation; and

distinct investment identities allowing investors to evaluate the merits, strategy, performance and future prospects of New Match separately from New IAC.

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Q:    How will the Separation be implemented?

A:
The Separation is structured to include the following steps (which we refer to as the "Transactions"):

Certain restructuring transactions (which we refer to as the "Restructuring Transactions") in connection with which, among other things, IAC's ownership interests in Match will be transferred directly to IAC, the ownership interests in the other businesses of IAC will be transferred to New IAC and cash will be contributed by IAC to New IAC as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Financing Matters—Match Loan; Debt Financing."

The reclassification (which we refer to as the "Reclassification") of each share of:

IAC common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio (as defined below in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Reclassification Exchange Ratio") and (ii) one share of IAC Series 1 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC common stock; and

IAC Class B common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and (ii) one share of IAC Series 2 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC Class B common stock.

The merger of Match with and into New Match Merger Sub (which we refer to as the "Match merger"), with New Match Merger Sub surviving the Match merger as an indirect wholly owned subsidiary of New Match and each share of Match common stock that is outstanding (excluding

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Q:    As an IAC stockholder, what will I own after the completion of the Separation?

A:
As a result of the Separation, the shares of IAC capital stock that you hold will be treated as follows:

IAC common stock:  Every share of IAC common stock that you own will be reclassified into a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and one share of IAC Series 1 Mandatorily Exchangeable Preferred Stock that will automatically exchange into one share of New IAC Common Stock immediately following the Reclassification;

IAC Class B common stock:  Every share of IAC Class B common stock that you own will be reclassified into a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and one share of IAC Series 2 Mandatorily Exchangeable Preferred Stock that will automatically exchange into one share of New IAC Class B common stock immediately following the Reclassification.

Q:    What is the Reclassification Exchange Ratio?

A:
The Reclassification Exchange Ratio is the number of shares of IAC Class M common stock that IAC stockholders will receive in connection with the Reclassification in respect of each share of IAC capital stock that they hold.

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Q:    As a Match stockholder, what will I own after the completion of the Separation?

A:
You will receive, through a merger, in exchange for each outstanding share of Match common stock that you hold:

one share of New Match common stock; and

at your election, either (i) $3.00 in cash (which we refer to as the "cash election amount") or (ii) a fraction of a share of New Match common stock with a value of $3.00, calculated based on the Match VWAP (which we refer to as the "additional stock election amount").

Q:    How will Match stockholders make their elections to receive either only shares of New Match common stock or a mix of New Match common stock and cash in the Match merger?

A:
IAC and Match will make available to Match stockholders an election form, including appropriate and customary transmittal materials, to permit holders of record of shares of Match capital stock other than IAC, Match and their wholly owned subsidiaries (we refer to such holders as "non-IAC Match stockholders") to make an election. IAC and Match have agreed initially to make available and mail the form of election not less than twenty business days prior to the anticipated election deadline to non-IAC Match stockholders who are holders of record of shares of Match capital stock as of the business day prior to such mailing date (we refer to this deadline as the "election record date"). Following the mailing date, IAC and Match have agreed to use commercially reasonable efforts to make available a form of election to any person who becomes a holder of record of shares of Match capital stock during the period between the election record date and the election deadline. The election deadline is expected to be 5:00 p.m., New York City time, on the date that is the fifth business day preceding the date of the Match special meeting. The time period between the mailing date and the election deadline is referred to in this joint proxy statement/prospectus as the "election period."

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Q:    What happens if I sell my shares of IAC capital stock or Match capital stock before completion of the Separation?

A:
The record date for the IAC annual meeting is earlier than both the date of the IAC annual meeting and the date that the Separation is expected to be completed, and the record date for the Match special meeting is earlier than both the date of the Match special meeting and the date that the Separation is expected to be completed. If you transfer your shares of IAC capital stock or Match capital stock after the applicable record date but before the applicable stockholder meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the applicable stockholder meeting but will transfer the right to receive shares and any cash amounts to which you would otherwise be entitled in connection with the Separation to the person to whom you transfer your shares. In order to receive the shares and any cash amounts which you are entitled to receive in connection with the Separation as a stockholder of IAC or Match, as applicable, you must hold your shares through the completion of the Separation.

Q:    Do I need to do anything with my IAC shares?

A:
Following the closing, IAC will mail to each holder of IAC common stock or IAC Class B common stock a letter of transmittal with instructions that explain how to return certificated shares (or shares held in book-entry form) of IAC common stock and IAC Class B common stock to enable the holder to receive uncertificated shares of New IAC common stock and IAC Class M common stock to which the holder is entitled in respect of its shares of IAC common stock in connection with the Separation, and uncertificated shares of New IAC Class B common stock and IAC Class M common stock to which the holder is entitled in respect of its shares of IAC Class B common stock in connection with the Separation. Holders of IAC common stock and IAC Class B common stock may deliver their certificates (or shares held in book-entry form) representing shares of IAC common stock and IAC Class B common stock, along with a properly executed letter of transmittal and any other required documents, to the exchange agent identified in the letter of transmittal. The certificates (or shares held in book-entry form) will be cancelled and each holder will receive the number of full shares of New IAC common stock, New IAC Class B common stock and New Match common stock to which that holder is entitled, subject to receipt of cash in lieu of any fractional shares arising from the Reclassification.

Q:    Do I need to do anything with my Match shares?

A:
If a holder of shares of Match common stock would like to make an election, it may do so in accordance with the information described above under the heading "How will Match stockholders make their elections to receive either only shares of New Match common stock or a mix of New Match common stock and cash in the Match merger?"

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Q:    How will I receive my shares of New IAC and New Match?

A:
Following the Separation, New IAC common stock, New IAC Class B common stock and New Match common stock (i.e., IAC Class M common stock as renamed following the Separation) will be issued electronically by way of direct registration, or in "uncertificated" form, which will eliminate the physical handling and safekeeping responsibilities inherent in owning transferable stock certificates and the need to return a duly executed stock certificate to effect a transfer. Computershare Trust Company, N.A. will act as the registrar and transfer agent for New IAC common stock and New IAC Class B common stock after the Separation, and Computershare Trust Company, N.A. will act as the registrar and transfer agent for New Match common stock after the Separation.

Q:    What happens if the Separation is not completed?

A:
If the Separation is not completed, the transactions described in the transaction agreement will not be implemented, Match will as of such time remain a majority-owned subsidiary of IAC, and IAC and Match stockholders will continue to hold their shares in IAC and Match, respectively, and will not receive any shares of New IAC or New Match.

Q:    Will the New IAC securities and the New Match securities be listed on an exchange and publicly traded after the Separation?

A:
New IAC will apply to list the New IAC common stock and IAC will apply to list the New Match common stock on The Nasdaq Global Select Market or other nationally recognized stock exchange under the ticker symbols "IAC" and "MTCH," respectively. Trading in New IAC common stock and New Match common stock under these symbols is expected to begin on the first business day following the date that IAC completes the Separation. However, there can be no assurance that a viable and active trading market will develop. There is no plan to publicly list the New IAC Class B common stock.

Q:    Am I entitled to dissenters' rights or appraisal rights?

A:
No. You will not be entitled to dissenters' rights or appraisal rights in connection with the Separation. See "The Separation—No Dissenters' Rights."

Q:    When do IAC and Match expect to complete the Separation?

A:
The transaction is expected to close promptly following the date of the IAC annual meeting and the Match special meeting.

Q:    What should I do if I have questions?

A:
If you have any questions about the Separation, you should contact Georgeson, LLC at 800-891-3214 or IAC Investor Relations at 212-314-7400 or ir@iac.com, or MacKenzie Partners, Inc. at 212-929-5500 (call collect) or 800-322-2885 (Toll-Free) or proxy@mackenziepartners.com or Match Investor Relations by sending an e-mail to IR@match.com.

Q:    Where can I find more information about IAC and Match?

A:
You can find more information from various sources described under "Where You Can Find More Information."

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SUMMARY

        The following is a summary of some of the information contained in this joint proxy statement/prospectus. In addition to this summary, you should read the entire document carefully, including (1) the risks associated with the Separation and investing in the securities of New IAC and New Match as discussed under "Risk Factors," (2) the unaudited pro forma condensed combined financial statements for New IAC, included as Annex K, and the unaudited pro forma condensed consolidated financial statements for New Match, included as Annex L and (3) the historical combined financial statements and related notes for New IAC included as Annex M and the historical consolidated financial statements and related notes for IAC and Match incorporated by reference, respectively, from IAC's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and from Match's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Information About the Companies

IAC (page 67)

IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
Phone: (212) 314-7300

        IAC/InterActiveCorp (NASDAQ: IAC) is a Delaware corporation. IAC, initially a hybrid media/electronic retailing company, was incorporated in 1986 in Delaware under the name Silver King Broadcasting Company, Inc. After several name changes (first to HSN, Inc., then to USA Networks, Inc., USA Interactive, InterActiveCorp, and finally, to IAC/InterActiveCorp) and the completion of a number of significant corporate transactions over the years, the Company transformed itself into a leading media and Internet company. IAC today operates Vimeo, Dotdash and Care.com, among many other businesses, and also has majority ownership of both Match Group, which includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®, Pairs™, PlentyOfFish® and OurTime®, and ANGI Homeservices, which includes HomeAdvisor, Angie's List and Handy.

        For information regarding the results of IAC's historical operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in IAC's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. Please also see the Unaudited Pro Forma Condensed Combined Financial Statements of New IAC and the accompanying notes in Annex K.

        Additional information about IAC and its subsidiaries is included in the documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

New IAC (page 67)

IAC Holdings, Inc.
555 West 18th Street
New York, NY 10011
Phone: (212) 314-7300

        IAC Holdings, Inc. is a Delaware corporation and a direct wholly owned subsidiary of IAC that was formed on November 19, 2019 for the purpose of holding the historical businesses of IAC (other than Match and the exchangeable notes issuers) following the Separation.


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New Match Merger Sub (page 68)

Valentine Merger Sub LLC
555 West 18th Street
New York, NY 10011
Phone: (212) 314-7300

        Valentine Merger Sub LLC is a Delaware limited liability company and an indirect wholly owned subsidiary of IAC that was formed on December 16, 2019 for the purpose of effecting the Match merger. In the Match merger, Match will be merged with and into New Match Merger Sub, with New Match Merger Sub continuing as the surviving company and an indirect wholly owned subsidiary of New Match. To date, New Match Merger Sub has not conducted any material activities other than those incidental to its formation and the matters contemplated by the transaction agreement.

Match (page 68)

Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, TX 75231
Phone: (214) 576-9352

        Match Group, Inc. (NASDAQ: MTCH) is a Delaware corporation. Match, through its portfolio companies, is a leading provider of dating products available globally. Its portfolio of brands includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®, Pairs™, PlentyOfFish®, and OurTime®, as well as a number of other brands, each designed to increase Match's users' likelihood of finding a meaningful connection. Through its portfolio companies and their trusted brands, Match provides tailored products to meet the varying preferences of its users. Match's products are available in over 40 languages to its users all over the world.

        For information regarding the results of Match's historical operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Match's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. Please also see the Unaudited Pro Forma Condensed Consolidated Financial Statements of New Match and the accompanying notes in Annex L.

        Additional information about Match and its subsidiaries is included in the documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

The Separation (page 137)

        Subject to the terms and conditions set forth in the transaction agreement, the businesses of Match will be separated from the remaining businesses of IAC through a series of transactions (which we refer to as the "Separation") that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed "Match Group, Inc." (which we refer to as "New Match") and which will own the businesses of Match and certain IAC financing subsidiaries, and (2) New IAC, which will be renamed "IAC/InterActiveCorp" and which will own IAC's other businesses—and the pre-transaction stockholders of Match (other than IAC) owning shares in New Match.

        The Separation is structured to include the following steps (which we refer to as the "Transactions"):

    Certain restructuring transactions (which we refer to as the "Restructuring Transactions") in connection with which, among other things, IAC's ownership interests in Match will be transferred directly to IAC, the ownership interests in the other businesses of IAC will be

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      transferred to New IAC and cash will be contributed by IAC to New IAC as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Financing Matters—Match Loan; Debt Financing."

    The reclassification (which we refer to as the "Reclassification") of each share of:

    IAC common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio (as defined below in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Reclassification Exchange Ratio") and (ii) one share of IAC Series 1 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC common stock; and

    IAC Class B common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and (ii) one share of IAC Series 2 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC Class B common stock.

    The merger of Match with and into New Match Merger Sub (which we refer to as the "Match merger"), with New Match Merger Sub surviving the Match merger as an indirect wholly owned subsidiary of New Match and each share of Match common stock that is outstanding (excluding shares owned by IAC, Match, or any wholly owned subsidiary of IAC or Match) converting into the right to receive one share of New Match common stock and:

    at the holder's election (as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Election and Exchange Procedures"), either (i) $3.00 in cash (which we refer to as a "cash election") or (ii) a fraction of a share of New Match common stock with a value of $3.00, calculated based on the Match VWAP (which we refer to as an "additional stock election"); or

    in the event the holder fails to make a valid election, the same consideration it would receive had the holder made an additional stock election (which we refer to as a "non-election").

    The effectiveness of certain amendments to the New Match certificate of incorporation (as set forth in the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal and the Other New Match Charter Amendments Proposal) and the implementation of the actions relating to the governance of New Match following the Separation as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—New Match Post-Closing Governance and Management."

        Following the Separation, New Match will continue to hold interests in certain IAC financing subsidiaries that are the issuers of currently outstanding IAC exchangeable notes (which we refer to as the "exchangeable notes issuers"). In addition, prior to the Separation, IAC may raise up to $1.5 billion in equity financing as further described below in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Financing Matters—IAC Class M Equity Offering," which financing (if completed) will be settled substantially concurrently with the Separation and the cash proceeds transferred to New IAC.

The IAC Annual Meeting (page 70)

        The IAC annual meeting will be a virtual meeting held on June 25, 2020, at 11:00 a.m. Eastern Time, unless the annual meeting is adjourned or postponed Stockholders will be able to attend the IAC annual meeting by visiting www.virtualshareholdermeeting.com/IACI2020. To participate in the IAC annual meeting, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

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Purpose of the IAC Annual Meeting

        The purpose of the IAC annual meeting is for the IAC stockholders to vote on the following proposals:

    To approve amendments to the IAC certificate of incorporation that would effect the Separation by reclassifying the IAC common stock and IAC Class B common stock. This joint proxy statement/prospectus refers to the foregoing proposal as the "Separation Proposal." If IAC's stockholders approve the Separation Proposal and IAC completes the Separation, the holders of IAC common shares outstanding immediately prior to the Separation would initially own all of the New IAC common shares outstanding immediately following the Separation and a percentage of the New Match common shares outstanding immediately following the Separation that is proportionate to IAC's existing ownership interest in Match, subject to certain adjustments. IAC will only implement the Separation Proposal if (i) each of the IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the Separation Proposal if IAC and Match are not proceeding with the Separation).

    To approve amendments to the IAC certificate of incorporation to provide, following the Separation, for (i) the classification of the board of directors of New Match, with directors serving staggered three-year terms of office, (ii) the removal of members of the board of directors of New Match from office by stockholders being permitted only for cause and with the affirmative vote of not less than a majority of the total voting power of shares of New Match capital stock outstanding and entitled to vote, subject to any rights of holders of preferred stock (iii) the exclusive right of the board of directors of New Match to fill director vacancies, subject to any rights of holders of preferred stock, (iv) no officer or director of New Match who is also an officer or director of New IAC having liability to New Match or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to New IAC instead of New Match, or does not communicate information regarding a corporate opportunity to New Match that the officer or director has directed to New IAC and (v) certain ministerial amendments to the IAC certificate of incorporation. This joint proxy statement/prospectus refers to the foregoing proposal as the "New Match Board Classification Proposal." IAC will only implement the New Match Board Classification Proposal if (i) each of the Separation Proposal, IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the New Match Board Classification Proposal if IAC and Match are not proceeding with the Separation).

    To approve amendments to the IAC certificate of incorporation that will prohibit, following the Separation, action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock. This joint proxy statement/prospectus refers to the foregoing proposal as the "Prohibition of Stockholder Written Consent Proposal." IAC will only implement the Prohibition of Stockholder Written Consent Proposal if (i) each of the Separation Proposal, IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the Prohibition of Stockholder Written Consent Proposal if IAC and Match are not proceeding with the Separation).

    To approve certain other amendments to the IAC certificate of incorporation as further described in this joint proxy statement/prospectus, including amendments to provide, following

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      the Separation, for the renaming of New Match as "Match Group, Inc." and the elimination of all classes and series of authorized capital stock of New Match as of immediately prior to the completion of the Separation other than New Match $0.001 par value common stock and New Match $0.01 par value preferred stock. This joint proxy statement/prospectus refers to the foregoing proposal as the "Other New Match Charter Amendments Proposal." IAC will only implement the Other New Match Charter Amendments Proposal if (i) each of the Separation Proposal, IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the Other New Match Charter Amendments Proposal if IAC and Match are not proceeding with the Separation).

    To approve the issuance of shares of IAC $0.001 par value Class M common stock in connection with the transactions contemplated by the Transaction Agreement, dated as of December 19, 2019 and amended as of April 28, 2020, by and among IAC, New IAC, New Match Merger Sub and Match. This joint proxy statement/prospectus refers to the foregoing proposal as the "IAC Class M Common Stock Issuance Proposal." Approval of the IAC Class M Common Stock Issuance Proposal is a condition to closing the transactions described in the transaction agreement.

    To approve the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan (which will remain with New Match and be renamed the Match Group, Inc. 2020 Stock and Annual Incentive Plan). This joint proxy statement/prospectus refers to the foregoing proposal as the "IAC Incentive Plan Proposal." IAC will only implement the IAC Incentive Plan Proposal if (i) each of the Separation Proposal and IAC Class M Common Stock Issuance Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the IAC Incentive Plan Proposal if IAC and Match are not proceeding with the Separation).

    To approve one or more adjournments or postponements of the IAC annual meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. This joint proxy statement/prospectus refers to the foregoing proposal as the "IAC Adjournment Proposal."

    To elect 11 members of the IAC board of directors, each to hold office until the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from the IAC board of directors, including in connection with the completion of the Separation).

    To ratify the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2020 fiscal year. This joint proxy statement/prospectus refers to the foregoing proposal as the "Accounting Firm Ratification Proposal."

    To hold an advisory vote on IAC's executive compensation. This joint proxy statement/prospectus refers to the foregoing proposal as the "Say on Pay Vote Proposal."

    To transact such other business as may properly come before the IAC annual meeting and any related adjournments or postponements.

Required Vote for Stockholder Proposals

        The votes required for each proposal are as follows:

    Separation Proposal:  The Separation Proposal requires approval by

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      The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock entitled to vote on such matter, voting as a separate class;

      The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B common stock entitled to vote on such matter, voting as a separate class; and

      The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

    New Match Board Classification Proposal:  The New Match Board Classification Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

    Prohibition of Stockholder Written Consent Proposal:  The Prohibition of Stockholder Written Consent Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

    Other New Match Charter Amendments Proposal:  The Other New Match Charter Amendments Proposal requires approval by the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

    IAC Class M Common Stock Issuance Proposal:  The IAC Class M Common Stock Issuance Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

    IAC Incentive Plan Proposal:  The IAC Incentive Plan Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

    IAC Adjournment Proposal:  The IAC Adjournment Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

    Election of Directors:

    The election of each of Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC capital stock, voting together as a single class.

    The election of each of Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock, voting as a separate class.

    Accounting Firm Ratification Proposal:  The Accounting Firm Ratification Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

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    Say on Pay Vote Proposal:  The Say on Pay Vote Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present). The vote is advisory in nature and therefore not binding on IAC or the IAC board of directors.

Voting by Directors and Executive Officers of IAC

        As of the close of business on April 15, 2020, IAC's directors, executive officers and their respective affiliates held 817,444 shares of IAC common stock and 5,789,499 shares of IAC Class B common stock. This represents approximately 1% of the shares of IAC common stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting when voting as a separate class; 100% of the outstanding shares of IAC Class B common stock entitled to vote as of the record date for the IAC annual meeting when voting as a separate class; and approximately 7.8% of the outstanding shares (and approximately 42.8% of the total voting power) of IAC capital stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting when voting together as a single class.

        IAC currently expects that its directors and executive officers will vote their shares of IAC common stock and IAC Class B common stock in favor of the proposals to be considered at the annual meeting, although none of them is obligated to do so. For more information on the required vote for the proposals to be considered at the IAC annual meeting and the beneficial ownership of IAC capital stock, see the sections entitled "IAC Annual Meeting—Required Vote" and "IAC Security Ownership of Certain Beneficial Owners and Management," respectively.

The Match Special Meeting (page 126)

        The Match special meeting will be held on June 25, 2020 at 1:00 p.m. Eastern Time.

        The Match special meeting will be a virtual meeting, conducted solely online, and can be accessed by visiting www.virtualshareholdermeeting.com/MTCH2020, where you will be able to listen to the meeting live, submit questions and vote online. To participate in the Match special meeting, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

Purpose of the Match Special Meeting

        The purpose of the Match special meeting is for the Match stockholders to vote on the following proposals:

    To adopt the Transaction Agreement, dated as of December 19, 2019 and amended as of April 28, 2020 (which, as so amended, we refer to as the "transaction agreement"), by and among IAC, New IAC, New Match Merger Sub and Match (which we refer to as the "Transaction Proposal"). Match will only implement the Transaction Proposal if (i) the Separation Proposal receives the required approval from IAC stockholders and (ii) each of the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal receives the required approval from IAC stockholders (and will not implement the Transaction Proposal if IAC and Match are not proceeding with the Separation);

    To cast an advisory (non-binding) vote on a proposal to, following the Separation, classify the New Match board of directors and to allow New Match stockholders to vote on the election of the directors on a staggered three-year basis, rather than on an annual basis (which we refer to as the "New Match Board Classification Advisory Vote Proposal");

    To cast an advisory (non-binding) vote on a proposal to, following the Separation, prohibit action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject

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      to any rights of holders of preferred stock (which we refer to as the "Prohibition of Stockholder Written Consent Advisory Vote Proposal"); and

    To approve one or more adjournments or postponements of the Match special meeting if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Match special meeting to adopt the Transaction Proposal (which we refer to as the "Match Adjournment Proposal").

Required Vote for Stockholder Proposals

        The votes required for each proposal are as follows:

    Transaction Proposal:  The Transaction Proposal requires approval by

    The affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal, voting together as a single class (which we refer to as the "Match stockholder approval"); and

    The affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock entitled to vote on the proposal (other than any shares of Match capital stock owned, directly or indirectly, by IAC and its subsidiaries, the members of the IAC board of directors, any person that IAC has determined to be an "officer" of IAC within the meaning of Rule 16a-1(f) of the Exchange Act, the members of the Match board of directors, any person that Match has determined to be an "officer" of Match within the meaning of Rule 16a-1(f) of the Exchange Act and the immediate family members of any of the foregoing), voting together as a single class (which we refer to as the "Match disinterested stockholder approval"). As a result of IAC's agreeing in the transaction agreement to vote its Match capital stock in favor of the Transaction Proposal, the Match stockholder approval is expected to be satisfied. However, approval of the Transaction Proposal also requires the Match disinterested stockholder approval.

    New Match Board Classification Advisory Vote Proposal:  Approval of the New Match Board Classification Advisory Vote Proposal, on an advisory (non-binding) basis, requires the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock present in person or represented by proxy and entitled to vote on the matter voting together as a single class (provided that a quorum is present).

    Prohibition of Stockholder Written Consent Advisory Vote Proposal:  Approval of the Prohibition of Stockholder Written Consent Advisory Vote Proposal, on an advisory (non-binding) basis, requires the affirmative vote of holders of at least a majority of the aggregate voting power of all outstanding shares of Match capital stock present in person or represented by proxy and entitled to vote on the matter, voting together as a single class (provided that a quorum is present).

    Match Adjournment Proposal:  The Match Adjournment Proposal, if it is necessary or appropriate to adjourn or postpone the Match special meeting, including to solicit additional proxies if there are not sufficient votes at the time of the Match special meeting to adopt the Transaction Proposal, must be approved by the affirmative vote of holders of a majority of the shares of Match capital stock present, in person or represented by proxy and entitled to vote on the matter, voting together as a single class (provided that a quorum is present).

        For additional information about the Match special meeting, see the section of this joint proxy statement/prospectus entitled "The Match Special Meeting."

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Voting by Directors and Executive Officers of Match

        As of the close of business on April 15, 2020, Match's directors, executive officers and their respective affiliates (excluding IAC and its subsidiaries) owned and were entitled to vote 664,953 shares of Match common stock and no shares of Match Class B common stock. This represents approximately 0.9% of the shares of Match common stock expected to be outstanding and entitled to vote as of the record date for the Match special meeting. Adoption of the Transaction Proposal, which is a condition to the completion of the Separation, requires both the Match stockholder approval and the Match disinterested stockholder approval. Match currently expects that the Match directors and executive officers will vote their shares of Match capital stock in favor of the Transaction Proposal and the other proposals to be considered at the Match special meeting, although none of them is obligated to do so. However, as a result of IAC's agreeing in the transaction agreement to vote its Match capital stock in favor of the Transaction Proposal, the Match stockholder approval is expected to be satisfied without the votes of the Match directors and executive officers, and the votes of the Match directors and executive officers will not count for purposes of the Match disinterested stockholder approval.

Regulatory Requirements Related to the Separation (page 176)

        The parties are not aware of any material governmental approvals or actions that are necessary for the completion of the Separation. However, certain IAC and Match stockholders may have filing obligations under the Hart—Scott—Rodino Antitrust Improvements Act of 1976 and should consult their own legal advisors.

Post-Closing Governance and Management (page 176)

New Match

        The parties to the transaction agreement have agreed to take all actions necessary so that, as of the closing:

    the New Match board of directors will have ten (10) directors;

    the members of the New Match board of directors will consist of (i) the members of the Match board of directors prior to the closing, other than Mark Stein and Gregg Winiarski, and (ii) three individuals designated prior to the closing by IAC, subject to the reasonable consent of the Match separation committee, each of whom qualifies as an independent director of New Match; provided that if any individual designated by IAC (subject to the reasonable consent of the Match separation committee) is appointed to the Match board of directors prior to the closing, such individual will be appointed as a member of the New Match board of directors pursuant to clause (i) of this sentence and the number of individuals to be designated by IAC pursuant to clause (ii) of this sentence will be correspondingly reduced;

    subject to the receipt of the approval of the New Match Board Classification Proposal to implement a classified board, Glenn H. Schiffman will be a Class I director (up for election at the first post-closing annual meeting of New Match) and Joseph Levin will be a Class III director (up for election at the third post-closing annual meeting of New Match);

    beginning on the closing date, and until his resignation or replacement in such position in accordance with the bylaws of New Match, Joseph Levin will become the executive chairman of the New Match board of directors;

    effective as of the closing, the bylaws of New Match will be amended and restated to be in a form mutually agreed between Match and IAC; and

    the officers of Match prior to the closing will be appointed the officers of New Match, subject to any changes as notified to IAC by Match upon reasonable advance notice prior to the closing.

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New IAC

        As of the closing:

    the members of the New IAC board of directors will consist of the members of the IAC board of directors prior to the closing, with each member of the New IAC board of directors serving in the same board and committee positions as he or she held in his or her capacity as a member of the IAC board of directors or applicable committee thereof prior to the closing;

    effective as of the closing, the certificate of incorporation of New IAC will be amended and restated to be in the form filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part;

    effective as of the closing, the bylaws of New IAC will be amended and restated to be in the form filed as an exhibit to the registration statement of which this joint proxy statement/prospectus forms a part; and

    the officers of IAC prior to the closing will be the officers of New IAC immediately after the closing.

Interests of IAC Directors and Officers in the Separation (page 173)

        In considering whether to approve the proposals set forth in this joint proxy statement/prospectus to be voted on at the IAC annual meeting, including the Separation Proposal, the IAC Class M Stock Issuance Proposal and the IAC Incentive Plan Proposal, you should recognize that some of the members of IAC management and of the IAC board of directors may have interests in the Separation that differ from, or are in addition to, their interests as IAC stockholders, including, (1) the treatment of executive officer equity awards in the Separation; (2) IAC's current directors and executive officers serving in the same roles at New IAC following the Separation, (3) certain IAC executive officers serving as directors of New Match following the Separation (and, in the case of Mr. Joseph Levin, initially serving as Executive Chairman of the New Match board of directors), (4) IAC director Alan G. Spoon serving as a director of each of New IAC and New Match and (5) ongoing director and officer indemnification from New IAC and coverage under directors' and officers' liability insurance policies. These interests are further described in the section entitled "The Separation—Interests of IAC Directors and Officers in the Separation."

Interests of Match Directors and Officers in the Separation (page 174)

        In considering whether to approve the proposals set forth in this joint proxy statement/prospectus to be voted on at the Match special meeting, including the proposal to adopt the transaction agreement, you should recognize that some of the members of management and of the Match board of directors may have interests in the Separation that differ from, or are in addition to, their interests as Match stockholders. In particular, Mr. Joseph Levin, Mr. Glenn H. Schiffman, Mr. Mark Stein and Mr. Gregg Winiarski, each of whom currently serves as a member of the Match board of directors, are executive officers of IAC, and Mr. Levin and Mr. Alan Spoon, who currently serves as a member of the Match board of directors, are directors of IAC. These individuals are expected as of the closing to continue to serve in their capacities as officers and directors of New IAC.

        With regard to Match directors serving on the Match separation committee and other non-IAC members of the Match board of directors, areas where their interests may differ from those of Match stockholders in general relate to the impact of the Separation on the directors' outstanding Match equity awards, cash compensation and the provision of indemnification and insurance arrangements pursuant to the transaction agreement and Match's certificate of incorporation and bylaws, which reflect the fact that, by their service on the Match board of directors, they may be subject to claims arising from such service and the expected service of these directors on the New Match board of

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directors. The differences in interests for Match executive officers involve the possible receipt of the following types of benefits triggered by the Separation:

    the treatment of outstanding Match equity awards in the Separation; and

    the provision of indemnification and insurance arrangements pursuant to the transaction agreement.

        These interests are further described in the section entitled "The Transactions—Interests of Match Directors and Officers in the Separation."

Treatment of IAC Equity Awards (page 186)

        Each option to purchase IAC common stock (each, an "IAC option") that is outstanding as of December 19, 2019, and immediately prior to the completion of the Transactions, will convert into an option to purchase common stock of New IAC and an option to purchase New Match common stock in a manner that preserves the spread value of the options immediately before and immediately after the adjustment, with the allocation between the two options based on the value of a share of New IAC common stock relative to the product of the value of a share of New Match common stock multiplied by the Reclassification Exchange Ratio.

        Each IAC option that is granted on or after December 20, 2019 and outstanding immediately prior to the completion of the Transactions, will convert into an option to purchase New IAC common stock on the same terms and conditions applicable to the existing equity award, with equitable adjustments to the number of shares of New IAC common stock covered by the option and the applicable option exercise price.

        Awards of IAC restricted stock units and performance stock units will convert into awards of New IAC restricted stock units on a basis that preserves the fair market value of such awards immediately before and immediately after the conversion, with equitable adjustments to the applicable reference price in the case of certain performance stock units.

        For additional information, please see the section of this joint proxy statement/prospectus entitled "Transaction Agreement—Ancillary Agreements—Employee Matters Agreement."

Treatment of Match Equity Awards (page 186)

        Each option to purchase Match common stock ("Match option"), each warrant to purchase Match common stock, each award of Match restricted stock units and each award of Match performance stock units will be assumed by New Match on the same terms and conditions applicable to the existing equity award, with equitable adjustments to the number of shares of New Match common stock covered by the award, the applicable exercise price in the case of options and warrants and the applicable reference price in the case of certain performance stock units.

Financing Matters (page 194)

Match Loan; Debt Financing

        Match agreed to use its reasonable best efforts to obtain additional financing commitments under the existing Match credit facility or otherwise in an aggregate amount not less than $100 million (we refer to such additional financing commitments as the "credit facility upsize").

        Prior to the effective time of the Reclassification, Match agreed to use its reasonable best efforts to maintain or obtain sufficient funds to make a loan to IAC in an aggregate principal amount equal to the product of (i) $3.00 and (ii) the number of shares of Match capital stock outstanding immediately prior to the effective time of the Reclassification, excluding any shares of Match capital stock held by a

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wholly owned subsidiary of Match (we refer to such loan as the "Match loan"), including, if necessary, by:

    obtaining debt financing from third parties (we refer to any such financing as the "debt financing");

    incurring loans under the existing Match credit facility including pursuant to the credit facility upsize;

    entering into amendments or modifications or obtaining consents or waivers in relation to agreements governing existing indebtedness or other financing arrangements of Match or its subsidiaries; or

    using the outstanding cash balances of Match or its subsidiaries to make the Match loan.

        Following receipt by IAC of the full amount of the Match loan, as part of the Restructuring Transactions IAC will contribute the proceeds of the Match loan to New IAC less an amount (which amount IAC will deliver to the exchange agent for the transaction) equal to the product of $3.00 multiplied by the aggregate number of shares of Match capital stock in respect of which Match holders have made a valid cash election. Following the Separation, the Match loan will remain as the obligation of New Match payable to Match and may be eliminated through certain intercompany transactions between Match and New Match.

        On February 13, 2020, Match entered into an amendment to the existing Match credit facility in connection with the credit facility upsize to, among other things, increase the aggregate amount of commitments under the facility by $250 million to $750 million. In addition, on February 11, 2020, Match issued $500 million aggregate principal amount of its 4.125% senior notes due 2030 in connection with the debt financing.

IAC Class M Equity Offering

        Prior to the closing, IAC may enter into agreements with one or more third parties to sell shares of IAC Class M common stock (or New Match common stock) upon the closing, in amounts of up to a total of $1.5 billion (measured in each case as the product of (x) the number of shares sold (or agreed to be sold) on any applicable day and (y) the closing price of Match common stock on the NASDAQ on the applicable day minus $3.00), and providing for customary registration rights, if applicable. We refer to the transactions contemplated by such an agreement or agreements as the "IAC Class M equity offering."

        Under the transaction agreement, IAC is required to obtain Match's prior written consent (which may not be unreasonably withheld, conditioned or delayed) prior to entering into an agreement to effect the IAC Class M equity offering to the extent that it grants rights to a third party that would survive the closing.

        Match has agreed to cooperate at IAC's expense, in connection with the arrangement, execution and settlement of the IAC Class M equity offering as reasonably requested by IAC. Immediately following the closing of the IAC Class M equity offering, New Match has agreed to transfer to New IAC any and all proceeds it receives pursuant to the IAC Class M equity offering.

        The number of shares of IAC Class M common stock that IAC stockholders will receive in connection with the Reclassification will be reduced to reflect the number of shares of IAC Class M common stock, if any, sold in connection with the IAC Class M equity offering, as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Reclassification Exchange Ratio."

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Opinion of Financial Advisor to the Match Separation Committee (page 162)

        Goldman Sachs & Co. LLC ("Goldman Sachs") delivered its opinion to the Match separation committee that, as of December 19, 2019, and based upon and subject to the factors and assumptions set forth therein, the Aggregate Consideration (as defined below in the section entitled "The Separation—Opinion of Financial Advisor to the Match Separation Committee") to be paid to the holders (other than IAC and its affiliates) of shares of Match common stock, Match Class B common stock and Match Class C common stock (which we refer to, collectively, as the "Match Shares"), taken in the aggregate, pursuant to the original transaction agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated December 19, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is included as Annex J to this joint proxy statement/prospectus. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Match separation committee in connection with its consideration of the transactions contemplated by the original transaction agreement (which we refer to for purposes of this "Summary—Opinion of Financial Advisor to the Match Separation Committee" as the "Transactions"). The Goldman Sachs opinion is not a recommendation as to how any holder of Match Shares should vote or make any election with respect to the Transactions or any other matter. Pursuant to an engagement letter between the Match separation committee and Goldman Sachs, Match has agreed to pay Goldman Sachs a transaction fee of $4,000,000, all of which is contingent upon completion of the Transactions.

Conditions to the Separation (page 198)

        The obligation of each of the parties to effect the Transactions is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions (provided that the condition set forth in the first bullet may not be waived):

    Receipt of the Match disinterested stockholder approval;

    Receipt of the Match stockholder approval;

    Receipt of (i) the approval of the Separation Proposal by (1) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock entitled to vote, voting as a separate class, (2) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B common stock entitled to vote, voting as a separate class and (3) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote, voting together as a single class and (ii) the approval of the IAC Class M Common Stock Issuance Proposal and the IAC Incentive Plan Proposal by the affirmative vote of a majority of the voting power of the shares of IAC capital stock present in person or represented by proxy and entitled to vote (we refer to such approvals as the "IAC required stockholder approval");

    Receipt of one or more opinions from an independent firm regarding the adequacy of surplus under Delaware law with respect to IAC and the solvency of IAC immediately prior to the completion of the Transactions and each of New IAC and New Match immediately after the completion of the Transactions;

    Receipt of one or more opinions from an independent firm regarding the solvency of New Match immediately after the completion of the Transactions;

    Receipt of certain opinions by IAC, Match and New IAC concerning the U.S. federal income tax treatment of the Transactions;

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    Effectiveness of the registration statement on Form S-4 filed by IAC and New IAC of which this joint proxy statement/prospectus forms a part covering shares of New IAC common stock, New IAC Class B common stock, and New Match common stock to be issued in connection with the Transactions and the absence of any stop order relating to such registration statement;

    Approval of the listing on NASDAQ of the shares of New IAC common stock and New Match common stock; and

    Absence of any legal restraint or order by any governmental entity that prohibits the completion of the Transactions.

        In addition, the obligation of each of IAC, New IAC and New Match Merger Sub to effect the Transactions is subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions:

    The accuracy of certain representations and warranties of, and compliance with certain covenants and other agreements by, Match in accordance with the materiality standards specified in the transaction agreement;

    IAC's receipt of a certificate executed by an executive officer of Match certifying the satisfaction by Match of the condition described in the preceding bullet;

    Absence of any pending action that would reasonably be expected to prohibit, impair or materially delay the ability of IAC or New IAC to consummate the Transactions on the terms contemplated by the transaction agreement or that seeks material damages or another material remedy in connection with the transaction agreement or the Transactions as contemplated by the transaction agreement;

    The execution and delivery by the applicable members of the Match group of each of the ancillary agreements to which such member is a party; and

    IAC's receipt of the full aggregate principal amount of the Match loan.

        The obligation of Match to effect the Transactions is also subject to the satisfaction (or, to the extent permitted by law, waiver) of the following conditions:

    The accuracy of certain representations and warranties of, and compliance with certain covenants and other agreements by IAC, New IAC and New Match Merger Sub in accordance with the materiality standards specified in the transaction agreement;

    Match's receipt of a certificate executed by an executive officer of IAC certifying the satisfaction by IAC, New IAC and New Match Merger Sub of the condition described in the preceding bullet;

    Absence of any pending action that would reasonably be expected to prohibit, impair or materially delay the ability of Match to consummate the Transactions on the terms contemplated by the transaction agreement or that seeks material damages or another material remedy in connection with the transaction agreement or the Transactions as contemplated by the transaction agreement; and

    The execution and delivery by the applicable members of the IAC group of each of the ancillary agreements to which such member is a party.

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Termination of the Transaction Agreement (page 200)

        The transaction agreement permits IAC and Match to terminate the transaction agreement by mutual agreement before the Transactions are completed. In addition, either IAC or Match may terminate the transaction agreement if:

    The Transactions are not completed by December 19, 2020 (or another mutually agreed date), unless the party seeking to terminate the transaction agreement is then in material breach of its representations, warranties covenants or other agreements contained in the transaction agreement;

    IAC fails to obtain the IAC required stockholder approval, or Match fails to obtain the Match stockholder approval or the Match disinterested stockholder approval;

    A court or other governmental entity issues a final and non-appealable order permanently prohibiting the completion of the Transactions or a law has been enacted that prohibits the completion of the Transactions;

    The board of directors of the other party (or, in the case of a termination by IAC, the Match separation committee) has effected a change of recommendation; or

    The other party breaches its representations, warranties, covenants or other agreements in the transaction agreement in a manner that would entitle the party seeking to terminate the agreement not to consummate the Transactions, subject to cure rights (unless the party seeking to terminate is itself in breach of the transaction agreement in a manner that would entitle the other party not to consummate the Transactions for failure of certain conditions to close).

        In addition, IAC may terminate the transaction agreement if the Match VWAP is below $50.9493 and Match has not previously notified IAC that it accepts the limitation specified in the transaction agreement on the amount by which the Reclassification Exchange Ratio would otherwise be reduced due to the impact of such decrease in the Match stock price. Match may also terminate the transaction agreement if the Match VWAP is above $84.9155 and IAC has not previously notified Match that it accepts the limitation specified in the transaction agreement on the amount by which the Reclassification Exchange Ratio would otherwise be increased due to the impact of such increase in the Match stock price.

No Dissenters' Rights (page 173)

        Under the DGCL, holders of shares of IAC capital stock and Match capital stock will not have appraisal or dissenters' rights in connection with the Separation.

Accounting Treatment (page 173)

        IAC, Match and New IAC prepare their financial statements in accordance with United States generally accepted accounting principles. The Separation will be accounted for by New Match as a discontinuance of the businesses comprising New IAC after the Separation. For accounting purposes, the measurement date for discontinued operations will be on the date of the Separation. After the Separation, the assets and liabilities of New IAC will be accounted for at the historical values carried by IAC prior to the Separation.

Listing of New IAC Common Stock and New Match Common Stock; Delisting and Deregistration of IAC Common Stock and Match Common Stock (page 175)

        The parties to the transaction agreement have agreed to cooperate and use their reasonable best efforts to cause the IAC Class M common stock (or, after it is renamed pursuant to the amendments to the IAC certificate of incorporation that are the subject of the Other New Match Charter

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Amendments Proposal, the New Match common stock) and the New IAC common stock to be approved for listing on the NASDAQ, subject to official notice of issuance. The obligation of the parties to the transaction agreement to consummate the Transactions is subject to the parties having received the approval of the listing on NASDAQ of shares of New IAC common stock and New Match common stock. Match and IAC have also agreed to cooperate to cause the IAC common stock and the Match common stock to be delisted from the NASDAQ and deregistered under the Exchange Act as soon as practicable following the closing.

Material U.S. Federal Income Tax Consequences of the Separation (page 264)

        It is a condition to each party's obligation to complete the Transactions that each of IAC, Match and New IAC receives opinions of IAC's outside counsel to the effect that (i) the exchange of shares of IAC common stock or IAC Class B common stock, as applicable, for shares of IAC Class M common stock pursuant to the Reclassification will qualify as a "reorganization" within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), and/or an exchange described in Section 1036 of the Code, (ii) the New IAC Distribution and certain related transactions, taken together, will qualify as a "reorganization" within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code, and (iii) the Match merger will not cause Section 355(e) of the Code to apply to the New IAC Distribution and certain related transactions. In addition, it is a condition to each party's obligation to complete the Transactions that each of IAC and Match receives an opinion of IAC's outside counsel that the Match merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Accordingly, it is expected that, for U.S. federal income tax purposes, (i) no gain or loss will be recognized by U.S. holders of IAC common stock upon the Reclassification, (ii) no gain or loss will be recognized by U.S. holders of IAC common stock upon the receipt of New IAC common stock in the New IAC Distribution, and (iii) no gain or loss will be recognized by U.S. holders of Match common stock upon the Match merger, in each case, except with respect to cash received.

        All holders of IAC common stock or Match common stock should consult their own tax advisors as to the particular consequences to them of the Reclassification, the New IAC Distribution and the Match merger, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws. For more information regarding the material U.S. federal income tax consequences of the Reclassification, the New IAC Distribution and the Match merger, see "Material U.S. Federal Income Tax Consequences of the Separation."

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Selected Historical Financial Information of IAC

        The following selected financial data is only a summary and should be read in conjunction with the historical consolidated financial statements and accompanying notes and management's discussion and analysis of financial condition and results of operations for IAC incorporated by reference from IAC's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

        The following table presents selected consolidated financial data of IAC as of and for each of the years in the five year period ended December 31, 2019. The selected consolidated financial data of IAC as of and for each of the years in the five year period ended December 31, 2019 were derived from the audited consolidated financial statements of IAC, which are incorporated by reference into this joint proxy statement/prospectus. You should read the information in the following table in conjunction with the consolidated financial statements and accompanying notes and other financial data pertaining to IAC included in, or incorporated by reference into, this joint proxy statement/prospectus.

 
  Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands, except per share data)
 

Statement of Operations Data:

                               

Revenue

  $ 4,757,055   $ 4,262,892   $ 3,307,239   $ 3,139,882   $ 3,230,933  

Net earnings (loss)

    543,820     757,747     358,008     (16,151 )   113,374  

Net (earnings) loss attributable to noncontrolling interests

    (112,689 )   (130,786 )   (53,084 )   (25,129 )   6,098  

Net earnings (loss) attributable to IAC shareholders

    431,131     626,961     304,924     (41,280 )   119,472  

Earnings (loss) per share attributable to IAC shareholders:

                               

Basic

  $ 5.12   $ 7.52   $ 3.81   $ (0.52 ) $ 1.44  

Diluted

  $ 4.50   $ 6.59   $ 3.18   $ (0.52 ) $ 1.33  

Dividends declared per share

  $   $   $   $   $ 1.36  

 

 
  December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands)
 

Balance Sheet Data:

                               

Total assets

  $ 8,332,825   $ 6,874,585   $ 5,867,810   $ 4,645,873   $ 5,188,691  

Long-term debt:

                               

Current portion of long-term debt

    13,750     13,750     13,750     20,000     40,000  

Long-term debt, net

    3,121,572     2,245,548     1,979,469     1,582,484     1,726,954  

Redeemable noncontrolling interests

    44,527     65,687     42,867     32,827     30,391  

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Selected Historical Financial Information of New IAC

        The following selected financial data is only a summary and should be read in conjunction with the historical combined financial statements and accompanying notes and management's discussion and analysis of financial condition and results of operations for New IAC included elsewhere in this joint proxy statement/prospectus.

        The following table presents selected combined financial information of New IAC as of and for each of the years in the five year period ended December 31, 2019. The selected combined financial data of New IAC as of December 31, 2019 and 2018 and for the three years ended December 31, 2019 were derived from the audited combined financial statements of New IAC included as Annex M to this joint proxy statement/prospectus. The selected combined financial data of New IAC as of December 31, 2017 and for the year ended December 31, 2016 were derived from the audited combined financial statements of New IAC that have not been included in this joint proxy statement/prospectus. The selected combined financial data of New IAC as of December 31, 2016 and 2015 and for the year ended December 31, 2015 were derived from the unaudited combined financial statements of New IAC that have not been included in this joint proxy statement/prospectus. The unaudited financial statements were prepared on the same basis as the audited financial statements, and in the opinion of management include all adjustments, consisting of only ordinary recurring adjustments, necessary for a fair presentation of the information set forth in this joint proxy statement/prospectus. You should read the information in the following table in conjunction with the combined financial statements and accompanying notes of New IAC included in Annex M to this joint proxy statement/prospectus, as well as the disclosure set forth under the caption "Information About New IAC After the Separation—Management's Discussion and Analysis of Financial Condition and Results of Operations of New IAC."

 
  Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands)
 

Statement of Operations Data:

                               

Revenue

  $ 2,705,801   $ 2,533,048   $ 1,952,607   $ 1,745,552   $ 2,058,681  

Net earnings (loss)

    32,183     292,371     24,608     (187,465 )   63,069  

Net (earnings) loss attributable to noncontrolling interests

    (9,288 )   (45,599 )   12,398     4,530     7,841  

Net earnings (loss) attributable to IAC/InterActiveCorp equity in IAC Holdings, Inc. 

    22,895     246,772     37,006     (182,935 )   70,910  

 

 
  December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands)
 

Balance Sheet Data:

                               

Total assets

  $ 4,097,408   $ 3,732,181   $ 3,171,859   $ 1,908,106   $ 2,070,590  

Long-term debt:

                               

Current portion of long-term debt

    13,750     13,750     13,750          

Long-term debt, net

    231,946     244,971     258,312          

Long-term debt—related party

        2,500              

Redeemable noncontrolling interests

    43,818     65,687     36,811     26,765     24,484  

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Selected Historical Financial Information of Match

        The following selected financial data is only a summary and should be read in conjunction with the historical consolidated financial statements and accompanying notes and management's discussion and analysis of financial condition and results of operations for Match incorporated by reference from Match's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

        The following table presents selected consolidated and combined financial data of Match as of and for each of the years in the five year period ended December 31, 2019. The selected consolidated financial data of Match as of December 31, 2019 and 2018 and for each of the years ended December 31, 2019, 2018 and 2017 were derived from the audited consolidated financial statements of Match, which are incorporated by reference into this joint proxy statement/prospectus. The selected consolidated and combined financial data of Match as of December 31, 2017, 2016 and 2015 and for the years ended December 31, 2016 and 2015 were derived from the audited consolidated and combined financial statements of Match not incorporated by reference herein. You should read the information in the following table in conjunction with the consolidated and combined financial statements and accompanying notes and other financial data pertaining to Match included in, or incorporated by reference into, this joint proxy statement/prospectus.

 
  Year Ended December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands, except per share data)
 

Statement of Operations Data:

                               

Revenue

  $ 2,051,258   $ 1,729,850   $ 1,330,661   $ 1,118,110   $ 909,705  

Earnings from continuing operations

    534,425     472,969     355,977     178,341     133,163  

Loss from discontinued operations

        (378 )   (5,650 )   (6,328 )   (12,676 )

Net earnings to Match Group, Inc. shareholders

    534,731     477,939     350,148     171,451     120,383  

Earnings per share from continuing operations attributable to Match Group, Inc. shareholders:

                               

Basic

  $ 1.91   $ 1.73   $ 1.35   $ 0.71   $ 0.76  

Diluted

  $ 1.81   $ 1.61   $ 1.20   $ 0.66   $ 0.72  

Earnings per share attributable to Match Group, Inc. shareholders:

                               

Basic

  $ 1.91   $ 1.73   $ 1.33   $ 0.68   $ 0.69  

Diluted

  $ 1.81   $ 1.61   $ 1.18   $ 0.64   $ 0.65  

Dividends declared per share

  $   $ 2.00   $   $   $  

 

 
  December 31,  
 
  2019   2018   2017   2016   2015  
 
  (In thousands)
 

Balance Sheet Data:

                               

Total assets

  $ 2,423,712   $ 2,053,061   $ 2,130,146   $ 2,048,678   $ 1,909,392  

Long-term debt, net including current maturities

    1,603,483     1,515,911     1,252,696     1,176,493     1,216,871  

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RISK FACTORS

        You should carefully consider each of the following risks and uncertainties associated with IAC and the ownership of New IAC securities and Match and the ownership of New Match securities. In addition, for more information you should review the specific descriptions of each of IAC's and Match's businesses under "Information About New IAC After the Separation" and "Information About New Match After the Separation" in this joint proxy statement/prospectus as well as other information incorporated by reference into this joint proxy statement/prospectus.

Risks Relating to the Separation

The parties may be unable to achieve some or all of the benefits that they expect to achieve through the Separation.

        The parties to the Separation may be unable to achieve the full strategic and financial benefits expected to result from the Separation, or such benefits may be delayed or may never occur at all. The Separation is expected to provide the following benefits, among others:

        The parties may not achieve these or other anticipated benefits for a variety of reasons, including, among others: (a) the Separation will require significant amounts of management time and effort, which may divert management attention from operating and growing New IAC's and New Match's respective businesses and (b) the other actions required to separate IAC's and Match's respective businesses prior to closing could disrupt IAC's and Match's respective operations. If the parties fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, New IAC's or New Match's business, results of operations and financial condition could be materially and adversely affected.

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If the New IAC Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, New IAC, New Match and their respective stockholders could suffer material adverse consequences.

        It is a condition to each party's obligation to complete the Transactions that each of IAC, Match and New IAC receives opinions of IAC's outside counsel, among other things, to the effect that the New IAC Distribution and certain related transactions, taken together, will qualify as a "reorganization" within the meaning of Sections 368(a)(1)(D) and 355(a) of the Code, and the Match merger will not cause Section 355(e) of the Code to apply to the New IAC Distribution and certain related transactions.

        The opinions of counsel will be based upon and rely on, among other things, various facts and assumptions, as well as certain representations, statements and undertakings of IAC, Match and New IAC, including those relating to the past and future conduct of IAC, Match and New IAC. If any of these representations, statements or undertakings is, or becomes, inaccurate or incomplete, or if any of the representations or covenants contained in any of the transaction-related agreements and documents or in any document relating to the opinions of counsel are inaccurate or not complied with by IAC, Match, New IAC or any of their respective subsidiaries, the opinions of counsel may be invalid and the conclusions reached therein could be jeopardized.

        Notwithstanding receipt of the opinions of counsel regarding the Transactions, the U.S. Internal Revenue Service (the "IRS") could determine that the New IAC Distribution should be treated as a taxable transaction for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings upon which the opinions of counsel were based are inaccurate or have not been complied with. The opinions of counsel represent the judgment of such counsel and are not binding on the IRS or any court, and the IRS or a court may disagree with the conclusions in the opinions of counsel. Accordingly, notwithstanding receipt by the parties of the opinions of counsel, there can be no assurance that the IRS will not assert that the New IAC Distribution does not qualify for tax-free treatment for U.S. federal income tax purposes or that a court would not sustain such a challenge. In the event the IRS were to prevail with such a challenge, New IAC, New Match and their respective stockholders could suffer material adverse consequences.

        If the New IAC Distribution, together with certain related transactions, were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code, in general, for U.S. federal income tax purposes, IAC would recognize a taxable gain as if it had sold the New IAC stock in a taxable sale for its fair market value. In such circumstance, IAC stockholders who receive New IAC common stock in the New IAC Distribution would be subject to tax as if they had received a taxable distribution equal to the fair market value of such shares. Even if the New IAC Distribution, together with certain related transactions, were otherwise to qualify as a tax-free transaction under Sections 355(a) and 368(a)(1)(D) of the Code, the New IAC Distribution may result in taxable gain to IAC, but not its stockholders, under Section 355(e) of the Code if the New IAC Distribution were deemed to be part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, shares representing a 50 percent or greater interest (by vote or value) in IAC (or, after the Match merger, New Match) or New IAC. For this purpose, any acquisitions of IAC stock (or New Match stock after the Match merger) or New IAC stock within the period beginning two years before, and ending two years after, the New IAC Distribution are presumed to be part of such a plan, although IAC or New IAC may be able to rebut that presumption (including by qualifying for one or more safe harbors under applicable Treasury Regulations). For further discussion of U.S. federal tax consequences relating to a failure of the New IAC Distribution to qualify for tax-free treatment, see "Material U.S. Federal Income Tax Consequences of the Separation—The New IAC Distribution—Material U.S. Federal Income Tax Consequences if the New IAC Distribution is Taxable." Stockholders of IAC and Match should consult with their own tax advisors regarding the tax consequences of the Separation.

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        In connection with the Transactions, IAC and New IAC will enter into a tax matters agreement pursuant to which, among other things, each of IAC and New IAC will be responsible for certain tax liabilities and obligations following the New IAC Distribution. Under the tax matters agreement, New IAC generally will be responsible for, and will indemnify New Match against, any liabilities incurred as a result of the failure of the New IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to Match's (or, after the Match merger, New Match's) actions or failure to act, Match's breach of certain representations or covenants or certain acquisitions of equity securities of New Match, in each case, described in the tax matters agreement, (a "Match fault-based action"). If the failure to so qualify is attributable to a Match fault-based action, New Match will be responsible for liabilities incurred as a result of such failure and will indemnify New IAC against such liabilities so incurred by New IAC or its affiliates. The amount of any such liability for which New Match or New IAC would be responsible may be significant and, if incurred, could have a material adverse effect on New Match's or New IAC's, as the case may be, business, financial condition and results of operations and, therefore, adversely affect the value of New Match common stock or New IAC common stock. For further discussion of the tax matters agreement, see "The Transaction Agreement—Ancillary Agreements—Tax Matters Agreement."

New IAC and New Match may not be able to engage in desirable capital-raising or strategic transactions following the Separation.

        Under current U.S. federal income tax law, a distribution that otherwise qualifies for tax-free treatment can be rendered taxable to the distributing corporation and its stockholders as a result of certain post-distribution transactions, including certain acquisitions of shares or assets of the corporation the stock of which is distributed. To preserve the tax-free treatment of the New IAC Distribution, the tax matters agreement will impose certain restrictions on New IAC, New Match and their respective subsidiaries during the two-year period following the New IAC Distribution, except in specific circumstances, (1) ceasing to actively conduct certain of their businesses; (2) entering into certain transactions or series of transactions pursuant to which all or a portion of the shares of New IAC or New Match common stock, as applicable, would be acquired, whether by merger or otherwise; (3) liquidating or merging or consolidating with any other person; (4) issuing equity securities beyond certain thresholds; (5) repurchasing shares of New IAC or New Match common stock, as applicable, other than in certain open-market transactions; or (6) taking any other action that (or failing to take any other action, the failure of which) would cause the New IAC Distribution, together with certain related transactions, to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Code. These restrictions may limit the ability of each of New IAC and New Match to pursue certain equity issuances, strategic transactions, repurchases or other transactions that it may otherwise believe to be in the best interests of its stockholders or that might increase the value of its business. Also, New IAC's or New Match's, as the case may be, potential responsibility for liabilities arising from the failure of the Transactions to qualify for tax-free treatment, or its indemnity obligation to the other party for such liabilities under the tax matters agreement, may discourage, delay, or prevent certain third parties from acquiring New IAC or New Match. For further discussion of these restrictions and the responsibility for these liabilities, see "The Transaction Agreement—Ancillary Agreements—Tax Matters Agreement."

After the Separation, actual or potential conflicts of interest may develop between the management and directors of New IAC, on the one hand, and the management and directors of New Match, on the other hand.

        After the Separation, the management and directors of New IAC and New Match may own both New IAC capital stock and New Match capital stock. This ownership overlap could create, or appear to create, potential conflicts of interest when New IAC's and New Match's directors and executive officers face decisions that could have different implications for New IAC and New Match. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between New IAC and New Match regarding terms of the agreements governing the Separation and the relationship between New IAC and New Match thereafter, including the transaction agreement, the employee

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matters agreement, the tax matters agreement, the transition services agreement or any commercial agreements between the parties or their affiliates. Potential conflicts of interest could also arise if New IAC and New Match enter into any commercial arrangements in the future.

        In addition, Joseph Levin initially will serve as the executive chairman of the New Match board of directors, while also serving as the Chief Executive Officer and a director of New IAC. Glenn H. Schiffman will serve as a director of New Match while also serving as an executive officer of New IAC, and Alan G. Spoon will serve as a director of each of New Match and New IAC. The fact that Messrs. Levin, Schiffman and Spoon will hold positions with both New IAC and New Match could create, or appear to create, potential conflicts of interest for each of them when facing decisions that may affect both New IAC and New Match, and each of them also face conflicts of interest with regard to the allocation of his time between New IAC and New Match.

        IAC is asking its stockholders to approve the New Match Board Classification Proposal. The New Match Board Classification Proposal contemplates an amendment to the IAC certificate of incorporation to provide that no officer or director of New Match who is also an officer or director of New IAC will be liable to New Match or its stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to New IAC instead of New Match, or does not communicate information regarding a corporate opportunity to New Match that the officer or director has directed to New IAC. New IAC will have a reciprocal provision in its certificate of incorporation. The corporate opportunity provisions may have the effect of exacerbating the risk of conflicts of interest between New IAC and New Match because the provisions effectively shield an overlapping director/executive officer from liability for breach of fiduciary duty in the event that such director or officer chooses to direct a corporate opportunity to New Match instead of to New IAC or vice versa.

The Reclassification Exchange Ratio is a calculation that is subject to a number of factors that are outside of the control of IAC and Match or will not be known until just before the closing.

        As described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement—Reclassification Exchange Ratio," the number of shares of IAC Class M common stock into which shares of IAC common stock and IAC Class B common stock will be reclassified (which we refer to as the "Reclassification Exchange Ratio") is a calculation that will not be known until just before the closing and is based on a variety of factors that are outside of the control of IAC and Match, including, among other things, the value of the exchangeable notes issued by the exchangeable notes issuers and related hedging instruments that will be retained by New Match, the cost of the New Match stock options to be received by IAC employees in respect of their existing IAC stock options, the number of shares of IAC Class M common stock (or New Match common stock), if any, sold in the IAC Class M equity offering and the number of shares of New Match common stock issued to non-IAC stockholders of Match in respect of additional stock elections and non-elections. Accordingly, IAC stockholders and Match stockholders will not know the number of shares of IAC Class M common stock into which the shares of IAC capital stock will be reclassified, and consequently the percentage interest in New Match represented by a share of New Match common stock, until after the date of the IAC annual meeting and the date of the Match special meeting.

The Separation is subject to certain closing conditions that, if not satisfied or waived, will result in the Separation not being completed, which may cause the market price of IAC securities or Match securities to decline.

        The completion of the Separation is subject to the satisfaction (or waiver) of a number of conditions, including the receipt of certain approvals from the stockholders of IAC and Match and the absence of material litigation. Some of the conditions to the completion of the Separation are outside of the control of IAC and Match. If any condition to the closing of the Separation is not satisfied or waived, the Separation will not be completed. In addition, IAC and Match may terminate the transaction agreement in certain circumstances.

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        The impact of the COVID-19 pandemic and the resulting social and economic disruption may increase the risk that one or more of the closing conditions will not be satisfied and the Separation will not occur or that the completion of the Separation will be significantly delayed. It is also possible that the effects of the COVID-19 pandemic may cause one of the parties to terminate or seek to terminate the transaction agreement prior to the completion of the Separation, including as a result of the other party's board of directors changing its recommendation to its stockholders, or that the parties mutually agree to terminate the transaction agreement without completing the Separation.

        If IAC and Match do not complete the Separation, the market price of IAC securities or Match securities may fluctuate to the extent that the current market prices of those shares reflect a market assumption that the Separation will be completed. IAC and Match will also be obligated to pay certain investment banking, financing, legal and accounting fees and related expenses in connection with the Separation, whether or not the Separation is completed. In addition, each of IAC and Match has expended, and will continue to expend, significant management resources in an effort to complete the Separation. If the Separation is not completed, IAC and Match will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

Match stockholders who make a cash election or an additional stock election will be unable to sell their shares of Match common stock while the Separation remains pending.

        As described elsewhere in this joint proxy statement/prospectus, non-IAC Match stockholders may elect to receive a portion of the consideration payable to them in the Match merger in the form of cash or additional shares of New Match common stock by completing an election form that will be sent under separate cover and is not being provided with this joint proxy statement/prospectus. In order to make a valid election, a Match stockholder must submit their shares of Match common stock, including any stock certificates, or in the case of book-entry shares of Match common stock, an "agent's message" or other electronic communication as required by the exchange agent, in order for the election to be properly made. This means that during the time between when the election is made and the closing of the Separation, Match stockholders who have made a cash election or an additional stock election will be unable to sell the shares of Match common stock with respect to which any such election has been made unless they first withdraw their election. If the closing of the Separation is delayed, this period could be significantly extended. Match stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored, and any shares of Match common stock for which no election is validly made will be treated as if they were the subject of an additional stock election. The election deadline will be 5:00 p.m., New York City time, on the fifth business day preceding the date of the Match special meeting, which is scheduled to be held on June 25, 2020. In the time between the election deadline and the closing of the Separation, the trading price of Match common stock may decrease, or a Match stockholder might otherwise want to sell their shares of Match common stock to gain access to cash, make other investments, or reduce the potential for a decrease in the value of their investment in Match common stock, and may be unable to do so. For further details, see the section entitled "The Transaction Agreement—Election and Exchange Procedures."

The executive officers and directors of each of IAC and Match have interests in the Separation that may be different from, or in addition to, the interests of IAC's and Match's stockholders.

        When considering the recommendation of the IAC board of directors that IAC stockholders approve their Separation-related proposals and the recommendation of the Match board of directors that Match stockholders approve their Separation-related proposals, stockholders should be aware that certain directors and executive officers of IAC and Match have certain interests in the Separation that may be different from, or in addition to, the interests of such stockholders, including the treatment of outstanding equity awards held by such officers and directors, their roles in New Match and New IAC following the completion of the separation and indemnification and insurance for current and former

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directors and executive officers. See the sections entitled "The Separation—Interests of IAC Directors and Officers in the Separation" and "The Transactions—Interests of Match Directors and Officers in the Separation" for a more detailed description of these interests. As a result of these interests, these directors and executive officers might be more likely to support and to vote in favor of the proposals described in this joint proxy statement/prospectus than if they did not have these interests. IAC and Match stockholders should consider whether these interests might have influenced these directors and executive officers to recommend in favor of the transaction agreement and the Separation-related proposals.

Risks Relating to New IAC's Business Following the Separation

New IAC's success depends, in substantial part, on its continued ability to market, distribute and monetize its products and services through search engines, digital app stores and social media platforms.

        The marketing, distribution and monetization of New IAC's products and services depends on its ability to cultivate and maintain cost-effective and otherwise satisfactory relationships with search engines, digital app stores and social media platforms, in particular, those operated by Google, Apple and Facebook. These platforms could decide not to market and distribute some or all of New IAC's products and services, change their terms and conditions of use at any time (and without notice), favor their own products and services over those of New IAC and/or significantly increase their fees. While New IAC expects to maintain cost-effective and otherwise satisfactory relationships with these platforms, no assurances can be provided that New IAC will be able to do so and its inability to do so in the case of one or more of these platforms could have a material adverse effect on New IAC's business, financial condition and results of operations.

        In particular, as consumers increasingly access New IAC's products and services through applications (both mobile and desktop), New IAC (primarily in the case of its Applications segment) increasingly depends upon the Apple App Store, Google Play Store and Google's Chrome Web Store to distribute its mobile and desktop browser applications. Both Apple and Google have broad discretion to change their respective terms and conditions applicable to the distribution of New IAC's applications, including those relating to the amount of (and requirement to pay) certain fees associated with purchases facilitated by Apple and Google through New IAC's applications, their ability to interpret their respective terms and conditions in ways that may limit, eliminate or otherwise interfere with New IAC's ability to distribute its applications through their stores, the features New IAC may provide in its products and services, New IAC's ability to access information about its subscribers and users that they collect and the manner in which New IAC markets in-app products. Apple or Google could also make changes to their operating systems or payment services that could negatively affect New IAC's businesses (primarily those in its Applications segment). New IAC cannot assure you that Apple or Google will not limit, eliminate or otherwise interfere with the distribution of its mobile and desktop browser applications, the features New IAC provides in its products and services, New IAC's ability to access to information about its subscribers and users that they collect and the manner in which New IAC markets in-app products. To the extent either or both of them do so, New IAC's business, financial condition and results of operations could be adversely affected.

Marketing efforts designed to drive visitors to New IAC's various brands and businesses may not be successful or cost-effective.

        Traffic building and conversion initiatives involve considerable expenditures for online and offline advertising and marketing. New IAC has made, and expects to continue to make, significant expenditures for search engine marketing (primarily in the form of the purchase of keywords, which it purchases primarily through Google and, to a lesser extent, Microsoft and Yahoo!), online display advertising and traditional offline advertising (including television and radio campaigns) in connection with these initiatives, which may not be successful or cost-effective. Historically, New IAC has had to increase advertising and marketing expenditures over time in order to attract and convert consumers, retain users and sustain its growth.

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        New IAC's ability to market its brands on any given property or channel is subject to the policies of the relevant third-party seller, publisher of advertising (including search engines and social media platforms with extraordinarily high levels of traffic and numbers of users) or marketing affiliate. As a result, New IAC cannot assure you that these parties will not limit or prohibit New IAC from purchasing certain types of advertising (including the purchase by New IAC of advertising with preferential placement), advertising certain of New IAC's products and services and/or using one or more current or prospective marketing channels in the future. If a significant marketing channel took such an action generally, for a significant period of time and/or on a recurring basis, New IAC's business, financial condition and results of operations could be adversely affected. In addition, if New IAC fails to comply with the policies of third-party sellers, publishers of advertising and/or marketing affiliates, its advertisements could be removed without notice and/or its accounts could be suspended or terminated, any of which could adversely affect New IAC's business, financial condition and results of operations.

        In addition, the failure of New IAC to respond successfully to rapid and frequent changes in the pricing and operating dynamics of search engines, as well as changing policies and guidelines applicable to keyword advertising (which may be unilaterally updated by search engines without advance notice), could adversely affect both New IAC's paid search engine marketing efforts and free search engine traffic. Such changes could adversely affect paid listings (both their placement and pricing), as well as the ranking of New IAC's brands and businesses within search results, any or all of which could increase New IAC's costs (particularly if free traffic is replaced with paid traffic) and adversely affect the effectiveness of its marketing efforts overall.

        Evolving consumer behavior (specifically, increased consumption of media through digital means) can also affect the availability of cost-effective marketing opportunities. To continue to reach consumers and engage with users and continue to grow in this environment, New IAC will need to identify and devote more of its overall marketing expenditures to newer digital advertising channels (such as online video and other digital platforms), as well as target consumers and users via these channels. Since newer advertising channels are undeveloped and unproven relative to traditional channels (such as television), it could be difficult to assess returns on related marketing investments, which could adversely affect New IAC's business, financial condition and results of operations.

        Lastly, certain of New IAC's businesses also enter into various arrangements with third parties (including advertising agencies) to drive visitors to their various brands and businesses, which arrangements are generally more cost-effective than traditional marketing efforts. If these businesses are unable to renew existing (and enter into new) arrangements of this nature, sales and marketing costs as a percentage of revenue would increase over the long-term, which could adversely affect New IAC's business, financial condition and results of operations. In addition, the quality and convertibility of traffic and leads generated through third-party arrangements are dependent on many factors, most of which are outside New IAC's control. If the quality and/or convertibility of traffic and leads do not meet the expectations of the users of New IAC's various products and services, its paid listings providers and/or advertisers, its business, financial condition and results of operations could be adversely affected.

New IAC relies on Internet search engines to drive traffic to its various properties. Certain operators of search engines offer products and services that compete directly with New IAC's products and services. If links to websites offering New IAC products and services are not displayed prominently in search results, traffic to New IAC's properties could decline and its business could be adversely affected.

        In addition to paid marketing, New IAC relies heavily on Internet search engines, such as Google, to drive traffic to its properties through their unpaid search results. Although search results have allowed New IAC to attract a large audience with low organic traffic acquisition costs in the past, if they fail to continue to drive sufficient traffic to New IAC properties, New IAC may need to increase its marketing spend to acquire additional traffic. New IAC cannot assure you that the value it

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ultimately derives from any such additional traffic would exceed the cost of acquisition, and any increase in marketing expense may in turn harm its operating results.

        The amount of traffic New IAC attracts from search engines is due in large part to how and where information from (and links to websites offering New IAC products and services) are displayed on search engine results pages. The display, including rankings, of unpaid search results can be affected by a number of factors, many of which are not in New IAC's direct control, and may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that have reduced the prominence of links to websites offering New IAC's products and services, and negatively impacted traffic to such websites, and New IAC expects that search engines will continue to make such changes from time to time in the future.

        However, New IAC may not know how (or otherwise be in a position) to influence actions of this nature taken by search engines. With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted.

        In addition, in some instances, search engines may change their displays or rankings in order to promote their own competing products or services, or the products or services of one or more of New IAC's competitors. Any such action could negatively impact the search rankings of links to websites offering New IAC products and services, or the prominence with which such links appear in search results. New IAC's success depends on the ability of its products and services to maintain a prominent position in search results, and in the event operators of search engines promote their own competing products in the future in a manner that has the effect of reducing the prominence or ranking of New IAC's products and services, New IAC's business, financial condition and results of operations could be adversely affected.

New IAC depends upon arrangements with Google.

        A meaningful portion of New IAC's consolidated revenue (and a substantial portion of New IAC's net cash from operations that it can freely access) is attributable to a services agreement with Google. Pursuant to this agreement, New IAC displays and syndicates paid listings provided by Google in response to search queries generated by users of its Applications and Ask Media Group properties. In exchange for making its search traffic available to Google, New IAC receives a share of the revenue generated by the paid listings supplied to New IAC, as well as certain other search related services. New IAC's agreement with Google was originally set to expire on March 31, 2020. In February 2019, this agreement was amended, effective as of April 1, 2020, to extend its expiration date to March 31, 2023; provided, however, that beginning September 2020 and each September thereafter, New IAC or Google may, after discussion with the other party, terminate the services agreement, effective on September 30 of the year following the year such notice is given. New IAC believes that the amended agreement, taken as a whole, is comparable to its original agreement with Google.

        The amount of revenue New IAC receives from Google depends on a number of factors outside of its control, including the amount Google charges for advertisements, the efficiency of Google's system in attracting advertisers and serving up paid listings in response to search queries and parameters established by Google regarding the number and placement of paid listings displayed in response to search queries. In addition, Google makes judgments about the relative attractiveness (to advertisers) of clicks on paid listings from searches performed on New IAC's properties and these judgments factor into the amount of revenue New IAC receives. Google also makes judgments about the relative attractiveness (to users) of paid listings from searches performed on New IAC's properties and these judgments factor into the number of advertisements New IAC can purchase. Changes to the amount Google charges advertisers, the efficiency of Google's paid listings network, Google's judgment about the relative attractiveness to advertisers of clicks on paid listings from New IAC's properties or to the parameters applicable to the display of paid listings generally could result in a decrease in the amount of revenue New IAC receives from Google and could adversely affect New IAC's business, financial

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condition and results of operations. Such changes could come about for a number of reasons, including general market conditions, competition or policy and operating decisions made by Google.

        New IAC's services agreement with Google also requires that New IAC comply with certain guidelines for the use of Google brands and services, including the Chrome browser and Chrome Web Store. These guidelines govern which of New IAC's products and applications may access Google services or be distributed through its Chrome Web Store, and the manner in which Google's paid listings are displayed within search results across various third-party platforms and products (including New IAC's properties). New IAC's services agreement also requires that it establish guidelines to govern certain activities of third parties to whom it syndicates paid listings, including the manner in which these parties drive search traffic to their websites and display paid listings. Google may generally unilaterally update its policies and guidelines without advance notice, which could in turn require modifications to, or prohibit and/or render obsolete certain of its products, services and/or business practices, which could be costly to address or otherwise adversely affect New IAC's business, financial condition and results of operations. Noncompliance with Google's guidelines by New IAC or the third parties to whom it is permitted to syndicate paid listings or through which New IAC secures distribution arrangements for certain of its Applications and Ask Media Group properties could, if not cured, result in the suspension of some or all Google services to New IAC's properties (or the websites of New IAC's third-party partners) and/or the termination of the services agreement by Google.

        The termination of the services agreement by Google, the curtailment of New IAC's rights under the agreement, including the failure to allow New IAC products to access Google services (whether pursuant to the terms thereof or otherwise), and/or the failure of Google to perform its obligations under the agreement would have an adverse effect on New IAC's business, financial condition and results of operations. If any of these events were to occur, New IAC may not be able to find another suitable alternate provider of paid listings (or if an alternate provider were found, the economic and other terms of the agreement and the quality of paid listings may be inferior relative to New IAC's arrangements with, and the paid listings supplied by, Google) or otherwise replace the lost revenues.

New IAC's businesses operate in especially competitive and evolving industries.

        The industries in which New IAC's brands and businesses operate are competitive, with a consistent and growing stream of new products and entrants. Some of New IAC's competitors may enjoy better competitive positions in certain geographical areas, user demographics and/or other key areas that New IAC currently serves or may serve in the future. Generally (and particularly in the case of the businesses within New IAC's ANGI Homeservices segment), New IAC competes with search engine providers and online marketplaces that can market their products and services online in a more prominent and cost-effective manner than New IAC can. New IAC also generally competes with social media platforms with access to large existing pools of potential users and their personal information, which means these platforms can drive visitors to their products and services, as well as better tailor products and service to individual users, at little to no cost relative to New IAC's efforts. Any of these advantages could enable New IAC's competitors to offer products and services that are more appealing to consumers than its products and services, respond more quickly and/or cost effectively than New IAC does to evolving market opportunities and trends and/or display their own integrated or related products and services in a more prominent manner than New IAC's products and services in search results, which could adversely affect New IAC's business, financial condition and results of operations.

        In addition, costs to switch among products and services are low or non-existent and consumers generally have a propensity to try new products and services (and use multiple products and services simultaneously). As a result, New IAC expects the continued emergence of new products and services, entrants and business models in the various industries in which its brands and businesses operate. New IAC's inability to compete effectively against new products, services and competitors could result in decreases in the size and levels of engagement of its various user and subscriber bases, which could adversely affect New IAC's business, financial condition and results of operations.

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New IAC's success depends, in part, upon the continued migration of certain markets and industries online and the continued growth and acceptance of online products and services as effective alternatives to traditional offline products and services.

        Through its various businesses, New IAC provides a variety of online products and services that continue to compete with their traditional offline counterparts. New IAC believes that the continued growth and acceptance of online products and services generally will depend, to a large extent, on the continued growth in commercial use of the Internet (particularly abroad) and the continued migration of traditional offline markets and industries online.

        For example, the success of the businesses within New IAC's ANGI Homeservices segment and Care.com business depends, in substantial part, on the continued migration of the home services and care-related services markets online. If for any reason these markets do not migrate online as quickly as (or at lower levels than) New IAC expects and consumers and service professionals (and members and caregivers) continue, in large part, to rely on traditional offline efforts to connect with one another, New IAC's business, financial condition and results of operations could be adversely affected.

        Lastly, as it relates to New IAC's advertising-supported businesses, its success also depends, in part, on its ability to compete for a share of available advertising expenditures as more traditional offline and emerging media companies continue to enter the online advertising market, as well as on the continued growth and acceptance of online advertising generally. If for any reason online advertising is not perceived as effective (relative to traditional advertising) and related mobile and other advertising models are not accepted, web browsers, software programs and/or other applications that limit or prevent advertising from being displayed become commonplace and/or the industry fails to effectively manage click fraud, the market for online advertising will be negatively impacted. Any lack of growth in the market for online advertising could adversely affect New IAC's business, financial condition and results of operations.

New IAC's businesses are sensitive to general economic events or trends, particularly those that adversely impact advertising spending levels and consumer confidence and spending behavior.

        A significant portion of New IAC's consolidated revenue (and a substantial portion of New IAC's net cash from operations that it can freely access), is attributable to online advertising, primarily revenue from New IAC's Dotdash, Applications and Ask Media Group segments. Accordingly, events and trends that result in decreased advertising expenditures and/or levels of consumer confidence and discretionary spending could adversely affect New IAC's business, financial condition and results of operations.

        Similarly, the businesses within New IAC's ANGI Homeservices segment are particularly sensitive to events and trends that could result in consumers delaying or foregoing home services projects and/or service professionals being less likely to pay for consumer matches and Marketplace subscriptions, which could result in decreases in Marketplace service requests and directory searches. Any such decreases could result in turnover at the Marketplace and/or any ANGI Homeservices directories, adversely impact the number and quality of service professionals at the Marketplace and in any ANGI Homeservices directories and/or adversely impact the reach of (and breath of services offered through) the Marketplace and ANGI Homeservices directories, any or all of which could adversely affect New IAC's business, financial condition and results of operations.

The success of New IAC depends, in part, on its ability to build, maintain and/or enhance its various brands.

        Through its various businesses, New IAC owns and operates a number of widely known consumer brands with strong brand appeal and recognition within their respective markets and industries, as well as a number of emerging brands that it is in the process of building. New IAC believes that its success

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depends, in large part, on its continued ability to maintain and enhance its established brands, as well as build awareness of (and loyalty to) its emerging brands. Events that could adversely impact New IAC's brands and brand-building efforts include (among others): product and service quality concerns, consumer complaints or lawsuits, ineffective advertising, inappropriate and/or unlawful actions taken by users, service professionals and caregivers, actions taken by governmental or regulatory authorities, data protection and security breaches and related bad publicity. The occurrence or any of these events could, in turn, adversely affect New IAC's business, financial condition and results of operations.

The success of New IAC depends, in part, on its ability to continue to develop and monetize versions of its products and services for mobile and other digital devices.

        As consumers increasingly access New IAC's products and services through mobile and other digital devices (including through digital voice assistants), New IAC will need to continue to devote significant time and resources to ensure that its products and services are accessible across these platforms (and multiple platforms generally). If New IAC does not keep pace with evolving online, market and industry trends (including the introduction of new and enhanced digital devices and changes in the preferences and needs of its users and consumers generally), offer new and/or enhanced products and services in response to such trends that resonate with consumers, monetize products and services for mobile and other digital devices as effectively as its traditional products and services and/or maintain related systems, technology and infrastructure in an efficient and cost-effective manner, New IAC's business, financial condition and results of operations could be adversely affected.

        In addition, the success of New IAC's mobile and other digital products and services depends on their interoperability with various third-party operating systems, technology, infrastructure and standards, over which New IAC has no control. Any changes to any of these things that compromise the quality or functionality of New IAC's mobile and digital products and services could adversely affect their usage levels and/or New IAC's ability to attract consumers and advertisers, which could adversely affect New IAC's business, financial condition and results of operations.

The success of New IAC depends, in part, of the ability of ANGI Homeservices and Care.com to establish and maintain relationships with quality service professionals and caregivers.

        New IAC will need to continue to attract, retain and grow the number of skilled and reliable service professionals who can provide home services across ANGI Homeservices platforms and caregivers who can provide care-related services across Care.com platforms. If New IAC does not offer innovative products and services that resonate with consumers and service professionals (and members and caregivers) generally, as well provide service professionals and caregivers with an attractive return on their marketing and advertising investments, the number of service professionals and caregivers affiliated with ANGI Homeservices and Care.com platforms, respectively, would decrease. Any such decrease would result in smaller and less diverse networks and directories of service professionals and caregivers, and in turn, decreases in service requests, directory searches and member requests for caregivers, which could adversely impact New IAC's business, financial condition and results of operations.

The ability of New IAC to communicate with its users, subscribers and consumers via e-mail (or other sufficient means) is critical to its success.

        As consumers increasingly communicate via mobile and other digital devices and messaging and social media apps, usage of e-mail (particularly among younger consumers) has declined and New IAC expects this trend to continue. In addition, deliverability and other restrictions could limit or prevent the ability of New IAC to send e-mails to users, subscribers and consumers. A continued and significant erosion in New IAC's ability to communicate with users, subscribers and consumers via e-mail could

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adversely impact the user experience, engagement levels and conversion rates, which could adversely affect New IAC's business, financial condition and results of operations. New IAC cannot assure you that any alternative means of communication (for example, push notifications and text messaging) will be as effective as e-mail has been historically.

The success of New IAC depends, in part, on its ability to access, collect and use personal data about its users and subscribers.

        New IAC depends on search engines, digital app stores and social media platforms, in particular, those operated by Google, Apple and Facebook, to market, distribute and monetize its products and services. New IAC's users and subscribers engage with these platforms directly, and in the case of digital app stores, may be subject to requirements regarding the use of their payment systems for various transactions. As a result, these platforms may receive personal data about New IAC's users and subscribers that New IAC would otherwise receive if it transacted with its users and subscribers directly. Certain of these platforms have restricted New IAC's access to personal data about its users and subscribers obtained through their platforms. If these platforms limit or increasingly limit, eliminate or otherwise interfere with New IAC's ability to access, collect and use personal data about its users and subscribers that they have collected, the ability of New IAC to identify and communicate with a meaningful portion of its user and subscriber bases may be adversely impacted. If so, New IAC's customer relationship management efforts, its ability to identify, target and reach new segments of its user and subscriber bases and the population generally, the efficiency of its paid marketing efforts, the rates New IAC is able to charge advertisers seeking to reach users and subscribers on its various properties and New IAC's ability to develop and implement safety features, policies and procedures for certain of its products and services could be adversely affected. New IAC cannot assure you that the search engines, digital app stores and social media platforms upon which it relies will not limit or increasingly limit, eliminate or otherwise interfere with its ability to access, collect and use personal data about its users and subscribers that they have collected. To the extent that any or all of them do so, New IAC's business, financial condition and results of operations could be adversely affected.

New IAC may need to offset increasing digital app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user or by engaging in other efforts to increase revenue or decrease costs generally.

        New IAC increasingly relies upon the Apple App Store and the Google Play Store to distribute the mobile applications of its various businesses. While some of New IAC's mobile applications are generally free to download from these stores, many of New IAC's mobile applications (primarily Mosaic Group applications) are subscription-based. New IAC determines the prices at which these subscriptions are sold; however, all related purchases must be processed through the in-app payment systems provided by Apple and, to a lesser extent, Google. As a result, New IAC pays Apple and Google, as applicable, a meaningful share (generally 30%, and in the case of subscription-based products, 30% for the first twelve months of a subscription and 15% thereafter) of the revenue it receives from these transactions. Given the increasing distribution of its mobile applications through digital app stores and strict in-app payment system requirements, New IAC may need to offset these increased digital app store fees by decreasing traditional marketing expenditures as a percentage of revenue, increasing user volume or monetization per user or engaging in other efforts to increase revenue or decrease costs generally, or its business, financial condition and results of operations could be adversely affected. Additionally, to the extent Google changes its terms and conditions or practices to require New IAC to process purchases of subscriptions through its in-app payment system, its business, financial condition and results of operations could be adversely affected.

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The global outbreak of the COVID-19 virus and other similar outbreaks could adversely affect New IAC's business, financial condition and results of operations.

        New IAC's business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, including the recent outbreak of the coronavirus (COVID-19), which has been declared a "pandemic" by the World Health Organization. To date, the outbreak of the COVID-19 virus has caused a widespread global health crisis, and governments in affected regions have implemented measures designed to curb the spread of the virus, such as social distancing, government-imposed quarantines and lockdowns, travel bans and other public health safety measures. These measures have resulted in significant social disruption and have had (and are likely to continue to have) an adverse effect on economic conditions generally, on advertising expenditures across traditional and digital advertising channels, and on consumer confidence and spending, all of which could have an adverse effect on New IAC's businesses, financial condition and results of operations.

        For example, to date, New IAC's ANGI Homeservices business has experienced a decline in demand for home services requests, driven primarily by decreases in demand in certain categories of jobs and decreases in demand in regions most affected by the COVID-19 virus, which New IAC attributes both to the unwillingness of consumers to interact with service professionals face-to-face or in their homes, and to lower levels of consumer confidence and discretionary income generally. With respect to its ad-supported businesses, New IAC has experienced a meaningful decrease in advertising rates across our various properties. Lastly, in connection with the first quarter close of its books, which is still ongoing, New IAC considered whether the effects of the COVID-19 virus were an indicator of possible impairment for its assets, and as a result of its review, identified certain impairments. See "Information about New IAC after the Separation—Management's Discussion and Analysis of Financial Condition and Results of Operations of New IAC—Management Overview—COVID-19 Update." In addition, in response to the outbreak of the COVID-19 virus and government-imposed measures to control its spread, the ability of New IAC to conduct ordinary course business activities has been (and may continue to be) impaired for an indefinite period of time. For example, New IAC has taken several precautions that could adversely impact employee productivity, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing office locations. New IAC may also experience increased operating costs as it gradually resumes normal operations and enhances preventative measures, including with respect to real estate, compliance and insurance-related expenses. Moreover, New IAC may also experience business disruption if the ordinary course operations of its contractors, vendors or business partners are adversely affected. Any of these measures or impairments could adversely affect New IAC's business, financial condition and results of operations.

        The extent to which developments related to the COVID-19 virus and measures designed to curb its spread continue to impact New IAC's business, financial conditions and results of operations will depend on future developments, all of which are highly uncertain and many of which are beyond New IAC's control, including the speed of contagion, the development and implementation of effective preventative measures and possible treatments, the scope of governmental and other restrictions on travel and other activity, and public reactions to these developments. The longer the global outbreak and measures designed to curb the spread of the COVID-19 virus continue to adversely affect levels of consumer confidence, discretionary spending and the willingness of consumers to interact with other consumers, vendors and service providers face-to-face (and in turn, adversely affect demand for New IAC's various products and services), the greater the adverse effect is likely to be on New IAC's business, financial condition and results of operations and the more limited New IAC's ability will be to try and make up for delayed or lost revenues.

        The COVID-19 pandemic may also have the effect of heightening many of the other risks described in this "Risks Relating to New IAC's Business Following the Separation" section. New IAC

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will continue to evaluate the nature and extent of the impact of the COVID-19 virus on its business, financial condition and results of operations.

New IAC may not be able to protect its systems, technology and infrastructure from cyberattacks and cyberattacks experienced by third parties may adversely affect New IAC.

        New IAC is regularly under attack by perpetrators of malicious technology-related events, such as the use of botnets, malware or other destructive or disruptive software, distributed denial of service attacks, phishing, attempts to misappropriate user information and account login credentials and other similar malicious activities. The incidence of events of this nature (or any combination thereof) is on the rise worldwide. While New IAC continuously develops and maintains systems designed to detect and prevent events of this nature from impacting its systems, technology, infrastructure, products, services and users, has invested (and continue to invest) heavily in these efforts and related personnel and training and deploys data minimization strategies (where appropriate), these efforts are costly and require ongoing monitoring and updating as technologies change and efforts to overcome preventative security measures become more sophisticated. Despite these efforts, some of New IAC's systems have experienced past security incidents, none of which had a material adverse effect on its business, financial condition and results of operations, and New IAC could experience significant events of this nature in the future.

        Any event of this nature that New IAC experiences could damage its systems, technology and infrastructure and/or those of its users, prevent New IAC from providing its products and services, compromise the integrity of its products and services, damage its reputation, erode New IAC's brands and/or be costly to remedy, as well as subject New IAC to investigations by regulatory authorities, fines and/or litigation that could result in liability to third parties. Even if New IAC does not experience such events firsthand, the impact of any such events experienced by third parties could have a similar effect. New IAC may not have adequate insurance coverage to compensate for losses resulting from any of these events. If New IAC (or any third-party with which it does business or otherwise relies upon) experience(s) an event of this nature, New IAC's business, financial condition and results of operations could be adversely affected.

If personal, confidential or sensitive user information that New IAC maintains and stores is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate and New IAC's reputation could be harmed.

        New IAC receives, processes, stores and transmits a significant amount of personal, confidential or sensitive user information and, in the case of certain of its products and services, enables users to share their personal information with each other. While New IAC continuously develops and maintains systems designed to protect the security, integrity and confidentiality of this information, New IAC cannot guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this information. When such events occur, New IAC may not be able to remedy them, it may be required by law to notify regulators and impacted individuals and it may be costly to mitigate the impact of such events and to develop and implement protections to prevent future events of this nature from occurring. When breaches of security (New IAC's or that of any third-party it engages to store information) occur, New IAC could face governmental enforcement actions, significant fines, litigation (including consumer class actions) and the reputation of its brands and business could be harmed, any or all of which could adversely affect New IAC's business, financial condition and results of operations. In addition, if any of the search engines, digital app stores or social media platforms through which New IAC markets, distributes and monetizes its products and services were to experience a breach, third parties could gain unauthorized access to personal data about New IAC's users and subscribers, which could indirectly harm the reputation of New IAC's brands and business and, in turn, adversely affect New IAC's business, financial condition and results of operations.

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See also "—The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs."

Credit card data security breaches or fraud that we or third parties experience could adversely affect New IAC.

        Certain of New IAC's businesses accept payment (including recurring payments) via credit and debit cards and certain online payment service providers. The ability of these businesses to access payment information on a real time basis without having to proactively reach out to users to process payments is critical to New IAC's success.

        When New IAC or a third-party (including credit card processing companies, as well as any business that offers products and services online or offline generally) experiences a data security breach involving credit card information, affected cardholders will often cancel their cards. In the case of a breach experienced by a third party, the more sizable the third-party's customer base, the greater the number of accounts impacted and the more likely it is that users of New IAC's products and services would be impacted by such a breach. If such a breach impacts users of New IAC's products and services, New IAC would need to contact affected users to obtain new payment information. It is likely that New IAC would not be able to reach all users impacted by the breach, and even if it could, new payment information for some users may not be obtained and pending transactions may not be processed, which could adversely affect New IAC's business, financial condition and results of operations.

        Even if users of New IAC's products and services are not directly impacted by a given data security breach, they may lose confidence in the ability of providers of online products and services to protect their personal information generally. As a result, they may stop using their credit cards online and choose alternative payment methods that are not as convenient for New IAC or restrict New IAC's ability to process payments without significant effort, which could adversely affect its business, financial condition and results of operations.

        If New IAC fails to prevent credit card data security breaches and fraudulent credit card transactions, it could face litigation, governmental enforcement actions, fines, civil liability, diminished public perception of its security measures, higher credit card-related costs and substantial remediation costs, or credit card processors could cease doing business with New IAC, any of which could adversely affect New IAC's business, financial condition and results of operations.

The processing, storage, use and disclosure of personal data could give rise to liabilities and increased costs.

        New IAC receives, transmits and stores a large volume of personal information and other user data (including private content, such as videos and correspondence) in connection with the processing of search queries, the provision of online products and services and the display of advertising on its various properties. The manner in which New IAC shares, stores, uses, discloses and protects this information is determined by the respective privacy and data security policies of its various businesses, as well as federal, state and foreign laws and regulations and evolving industry standards and practices, which are changing, and in some cases, inconsistent and conflicting and subject to differing interpretations. In addition, new laws, regulations, standards and practices of this nature are proposed and adopted from time to time.

        For example, a comprehensive European Union privacy and data protection reform, the General Data Protection Regulation (the "GDPR"), became effective in May 2018. The GDPR, which applies to companies that are organized in the European Union or otherwise provide services to (or monitor) consumers who reside in the European Union, imposes significant penalties (monetary and otherwise) for non-compliance, as well as provides a private right of action for individual claimants. The GDPR

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will continue to be interpreted by European Union data protection regulators, which may require that New IAC make changes to its business practices, and could generate additional risks and liabilities. The European Union is also considering an update to its Privacy and Electronic Communications Directive to impose stricter rules regarding the use of cookies.

        In addition, in October 2015, the European Court of Justice invalidated the U.S.-EU Safe Harbor framework that had been in place since 2000 for the transfer of personal data from the European Economic Area (the "EEA") to the United States. Although U.S. and European Union authorities reached a political agreement for the transfer of personal data from the EEA to the United States in February 2016 (the "EU-U.S. Privacy Shield"), it is facing mounting legal challenges. Certain of New IAC's businesses continue to rely on the EU-U.S. Privacy Shield and it is unclear what effect these challenges will have on transfers of personal data from the EEA to the United States in reliance on this framework going forward. If these businesses can no longer rely on the EU-U.S. Privacy Shield in connection with the transfer of personal data from the EEA to the United States, they would need to make changes to their respective business practices to ensure compliance with the GDPR, which could be costly and adversely affect New IAC's business, financial condition and results of operations.

        Also, the exit from the European Union by the United Kingdom could result in the application of new and conflicting data privacy and protection laws and standards to New IAC's operations in the United Kingdom and New IAC's handling of personal data of users located in the United Kingdom. At the same time, many jurisdictions abroad in which New IAC does business have already or are currently considering adopting privacy and data protection laws and regulations.

        Moreover, multiple legislative proposals concerning privacy and the protection of user information are being considered by the U.S. Congress and various U.S. state legislatures (including those in Illinois, New York, Virginia and Washington). Other U.S. state legislatures have already enacted privacy legislation, one of the strictest and most comprehensive of which is the California Consumer Privacy Act of 2018, which became effective January 1, 2020 (the "CCPA"). The CCPA provides new data privacy rights for California consumers, including the right to know what personal information is being collected about them and how it is being used, as well as significant rights over the use of their personal information (including the right to have such information deleted and the right to object to the sale of such information) and new operational requirements for businesses (primarily providing consumers with enhanced privacy-related disclosures). The CCPA restricts the ability of New IAC to use personal California user and subscriber information in connection with its various products, services and operations, which could adversely affect New IAC's business, financial condition and results of operations. The CCPA also provides consumers with a private right of action for security breaches, as well as provides for statutory damages of up to $750 per violation, with the California Attorney General maintaining authority to enforce the CCPA and seek civil penalties for intentional violations of the CCPA of up to $7,500 per violation. In addition, a ballot initiative to address privacy matters has been filed with the Office of the California Attorney General, which is expected to be presented California voters in November 2020, could further restrict the ability of New IAC to use personal California user and subscriber information in connection with its various products, services and operations and/or impose additional operational requirements on its businesses, which could adversely affect New IAC's business, financial condition and results of operations. Lastly, the Federal Trade Commission has also increased its focus on privacy and data security practices, as evidenced by the first-of-its-kind, $5 billion dollar fine against a social media platform for privacy violations.

        While New IAC believes that it complies with applicable privacy and data protection policies, laws and regulations and industry standards and practices in all material respects, it could still be subject to claims of non-compliance that it may not be able to successfully defend and/or significant fines and penalties. Moreover, any non-compliance or perceived non-compliance by New IAC (or any third-party New IAC engages to store or process information) or any compromise of security that results in unauthorized access to (or use or transmission of) personal information could result in a variety of

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claims against New IAC, including governmental enforcement actions, significant fines, litigation (including consumer class actions), claims of breach of contract and indemnity by third parties and adverse publicity. When such events occur, New IAC's reputation could be harmed and the competitive positions of its various brands and businesses could be diminished, which could adversely affect its business, financial condition and results of operations. Additionally, to the extent multiple U.S. state-level (or European Union member-state level) laws are introduced with inconsistent or conflicting standards and there is no federal or European Union regulation to preempt such laws, compliance could be even more difficult to achieve and New IAC's potential exposure to the risks discussed above could increase.

        Lastly, ongoing compliance with existing (and compliance with future) privacy and data protection laws worldwide could be costly. The devotion of significant costs to compliance (versus to the development of products and services) could result in delays in the development of new products and services, New IAC ceasing to provide problematic products and services in existing jurisdictions and New IAC being prevented from introducing products and services in new and existing jurisdictions, any or all of which could adversely affect New IAC's business, financial condition and results of operations.

The success of New IAC depends, in part, on the integrity, quality, efficiency and scalability of its systems, technology and infrastructure, and those of third parties.

        New IAC relies on its systems, technology and infrastructure to perform well on a consistent basis. From time to time in the past New IAC has experienced (and in the future New IAC may experience) occasional interruptions that make some or all of this framework and related information unavailable or that prevent New IAC from providing products and services; any such interruption could arise for any number of reasons. New IAC also relies on third-party data center service providers and cloud-based, hosted web service providers, as well as third-party computer systems and a variety of communications systems and service providers in connection with the provision of its products and services generally, as well as to facilitate and process certain payment and other transactions with users. New IAC has no control over any of these third parties or their operations.

        The framework described could be damaged or interrupted at any time due to fire, power loss, telecommunications failure, natural disasters, acts of war or terrorism, acts of God and other similar events or disruptions. Any event of this nature could prevent New IAC from providing its products and services at all (or result in the provision of its products on a delayed or interrupted basis) and/or result in the loss of critical data. While New IAC and the third parties upon whom it relies have certain backup systems in place for certain aspects of their respective frameworks, none of New IAC's frameworks are fully redundant and disaster recovery planning is not sufficient for all eventualities. In addition, New IAC may not have adequate insurance coverage to compensate for losses from a major interruption. When such damages, interruptions or outages occur, New IAC's reputation could be harmed and the competitive positions of its various brands and businesses could be diminished, any or all of which could adversely affect New IAC's business, financial condition and results of operations.

        New IAC also continually works to expand and enhance the efficiency and scalability of its framework to improve the consumer experience, accommodate substantial increases in the number of visitors to its various platforms, ensure acceptable load times for its various products and services and keep up with changes in user preferences. If New IAC does not do so in a timely and cost-effective manner, the user experience and demand across its brands and businesses could be adversely affected, which could adversely affect New IAC's business, financial condition and results of operations.

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Mr. Diller and certain members of his family will be able to exercise significant influence over the composition of New IAC's Board of Directors, matters subject to stockholder approval and New IAC's operations.

        As of April 15, 2020, Mr. Diller, his spouse, Diane von Furstenberg, and his stepson, Alexander von Furstenberg, collectively held shares of Class B common stock and common stock that represented approximately 42.4% of the total outstanding voting power of IAC (based on the number of shares of IAC common stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting) and they will collectively hold shares of Class B common stock and common stock representing the same percentage of the total outstanding voting power of New IAC following the Separation as they hold immediately before the Separation.

        As a result of New IAC securities that will be beneficially owned by these individuals, they will be, collectively, in a position to influence, subject to New IAC's organizational documents and Delaware law, the composition of New IAC's Board of Directors and the outcome of corporate actions requiring shareholder approval, such as mergers, business combinations and dispositions of assets, among other corporate transactions. In addition, this concentration of investment and voting power could discourage others from initiating a potential merger, takeover or other change of control transaction that may otherwise be beneficial to New IAC and its shareholders, which could adversely affect the market price of New IAC securities.

New IAC depends on its key personnel.

        The future success of New IAC will depend upon its continued ability to identify, hire, develop, motivate and retain highly skilled individuals worldwide, particularly in the case of senior management. Competition for well-qualified employees across New IAC and its various businesses will be intense and New IAC must attract new (and retain existing) employees to compete effectively. While New IAC has established programs to attract new (and retain existing) employees, it may not be able to attract new (or retain existing) key and other employees in the future. In addition, if New IAC does not ensure the effective transfer of knowledge to successors and smooth transitions (particularly in the case of senior management) across its various businesses, New IAC's business, financial condition and results of operations generally, could be adversely affected.

New IAC may not freely access the cash of ANGI Homeservices and its subsidiaries.

        Potential sources of cash for New IAC include its available cash balances, net cash from the operating activities of certain of its subsidiaries, availability under its revolving credit facility and proceeds from asset sales, including marketable securities. While the ability of New IAC's operating subsidiaries to pay dividends or make other payments or advances to New IAC depends on their individual operating results and applicable statutory, regulatory or contractual restrictions generally, in the case of ANGI Homeservices, the terms of its indebtedness limit its ability to pay dividends or make distributions, loans or advances to stockholders, including New IAC, in certain circumstances. In addition, because ANGI Homeservices is a separate and distinct legal entity with public shareholders, it has no obligation to provide New IAC with funds.

You may experience dilution with respect to your investment in New IAC, and New IAC may experience dilution with respect to its investment in ANGI Homeservices, as a result of compensatory equity awards.

        New IAC has issued various compensatory equity awards, including stock options, stock appreciation rights and restricted stock unit awards denominated in shares of its common stock, as well as in equity of certain of its consolidated subsidiaries, including ANGI Homeservices.

        The issuance of shares of New IAC common stock in settlement of these equity awards could dilute your ownership interest in New IAC. Awards denominated in shares of ANGI Homeservices

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common stock that are settled in shares of ANGI Homeservices could dilute New IAC's ownership interest in ANGI Homeservices. The dilution of New IAC's ownership stake in ANGI Homeservices could impact its ability, among other things, to maintain ANGI Homeservices as part of its consolidated tax group for U.S. federal income tax purposes, to effect a tax-free distribution of its ANGI Homeservices stake to its stockholders or to maintain control of ANGI Homeservices. As New IAC generally has the right to maintain its levels of ownership in ANGI Homeservices to the extent ANGI Homeservices issues additional shares of its capital stock in the future pursuant to an investor rights agreement, New IAC does not intend to allow any of the foregoing to occur.

        With respect to awards denominated in shares of New IAC's non-publicly traded subsidiaries, New IAC estimates the dilutive impact of those awards based on its estimated fair value of those subsidiaries. Those estimates may change from time to time, and the fair value determined in connection with vesting and liquidity events could lead to more or less dilution than reflected in New IAC's diluted earnings per share calculation.

Foreign currency exchange rate fluctuations could adversely affect New IAC.

        New IAC operates in various foreign markets, primarily in various jurisdictions within the European Union, and as a result, are exposed to foreign exchange risk for both the Euro and British Pound ("GBP"). During the years ended December 31, 2019 and 2018, approximately 22% and 23%, respectively, of New IAC's total revenues would have been international revenues. New IAC translates international revenues into U.S. Dollar-denominated results. As a result, as foreign currency exchange rates fluctuate, the translation of the statement of operations of New IAC's international businesses into U.S. Dollars affects the period-over-period comparability of operating results. New IAC is also exposed to foreign currency exchange gains and losses to the extent New IAC or its subsidiaries conduct transactions in, and/or have assets and/or liabilities that are denominated in, a currency other than the relevant entity's functional currency.

        The exit from the European Union by the United Kingdom may cause disruptions to capital and currency markets worldwide, and the full impact of this event remains uncertain. The exit from the European Union by the United Kingdom could result in exchange rate and other market and economic volatility, which could adversely affect New IAC's operating results.

        New IAC has not hedged foreign currency exposures historically given that related gains or losses were not material to IAC. As New IAC continues to grow and expand its international operations, its exposure to foreign exchange rate fluctuations will increase and if significant, could adversely affect its business, financial condition and results of operations.

New IAC may experience risks related to acquisitions.

        New IAC has made numerous acquisitions in the past and it continues to seek to identify potential acquisition candidates that will allow New IAC to apply its expertise to expand their capabilities, as well as maximize New IAC's existing assets. If New IAC does not identify suitable acquisition candidates or complete acquisitions on satisfactory pricing or other terms, its growth could be adversely affected.

        Even if New IAC completes what it believes to be suitable acquisitions, New IAC may experience related operational and financial risks. As a result, to the extent that New IAC continues to grow through acquisitions, it will need to:

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        New IAC may not be successful in addressing these challenges or any other problems encountered in connection with historical and future acquisitions, including the pending acquisition of Care.com. In addition, the anticipated benefits of one or more acquisitions, including any that New IAC expects to realize as a result of the acquisition of Care.com, may not be realized. Also, future acquisitions could result in increased operating losses, potentially dilutive issuances of equity securities and/or the assumption of contingent liabilities. Lastly, the value of goodwill and other intangible assets acquired could be impacted by one or more continuing unfavorable events and/or trends, which could result in significant impairment charges. The occurrence of any of these events could have an adverse effect on New IAC's business, financial condition and results of operations.

New IAC faces additional risks in connection with its international operations.

        New IAC currently operates in various jurisdictions abroad and may continue to expand its international presence. Operating abroad, particularly in jurisdictions where New IAC has limited experience, exposes New IAC to additional risks, including:

        The occurrence of any or all of these events could adversely affect New IAC's international operations, and in turn, its business, financial condition and results of operations. New IAC's success in international markets will also depend, in large part, on its ability to successfully complete international acquisitions, joint ventures or other transactions and integrate these businesses and operations with those of New IAC.

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A variety of new laws, or new interpretations of existing laws, could subject New IAC to claims or otherwise harm its business.

        New IAC is subject to a variety of laws and regulations in the U.S. and abroad that involve matters that are important to or may otherwise impact its business, including, among others, broadband internet access, online commerce, advertising, privacy and data protection, intermediary liability, consumer protection, protection of minors, taxation and securities compliance. These domestic and foreign laws, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation and enforcement of these laws and regulations are often uncertain, particularly in the Internet industry, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction, as well as in a manner that could conflict with New IAC's current policies and practices. New IAC faces the same issues in the case of amended, proposed or new laws and regulations.

        Compliance with applicable laws and regulations, as well as responding to any related inquiries, investigations or other government action, could be costly, delay or impede the development of new products and services, require modifications to existing products and services, require New IAC to change or cease certain business practices and/or require significant management time and attention. Non-compliance could subject New IAC to remedies that could harm its business, such as fines, demands or orders that require New IAC to modify or cease then current products and services, as well as result in negative publicity, any of which, if significant, could adversely affect New IAC's business, financial condition and results of operations.

        New IAC is particularly sensitive to laws and regulations that adversely impact the popularity or growth in use of the Internet and/or online products and services generally, restrict or otherwise unfavorably impact the ability or manner in which New IAC provides its products and services, regulate the practices of third parties upon which

        New IAC relies to provide its products and services and undermine open and neutrally administered Internet access. For example, in April 2019, the United Kingdom published proposed legislation that would create a new regulatory body responsible for establishing duties of care for Internet companies and for assessing related compliance. As proposed, failure to comply with the legislation could result in fines, blocking of services and personal liability for senior management. To the extent New IAC is required to implement new measures and/or make changes to its products and services to ensure compliance, its business, financial condition and results of operations could be adversely affected. Compliance with this legislation or similar or more stringent legislation in other jurisdictions could be costly, and the failure to comply could result in service interruptions and negative publicity, any or all of which could adversely affect New IAC's business, financial condition and results of operations. In addition, in December 2017, the U.S. Federal Communications Commission (the "FCC") adopted an order reversing net neutrality protections in the United States, including the repeal of specific rules against blocking, throttling or "paid prioritization" of content or services by Internet service providers. To the extent Internet service providers take such actions, New IAC's business, financial condition and results of operations could be adversely affected.

        In the case of the businesses within its ANGI Homeservices, Vimeo and Applications segments, as well as its Care.com business, New IAC is also sensitive to the adoption of any law or regulation affecting the ability of its businesses to periodically charge for recurring membership or subscription payments. For example, the European Union Payment Services directive, which became effective in 2018, could impact the ability of these businesses to process auto-renewal payments for, as well offer promotional or differentiated pricing to, users who reside in the European Union, and similar new (and proposed changes to similar existing) legislation or regulations are being considered in many U.S. states. The adoption of any law or regulation that adversely affects revenue from recurring membership

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or subscription payments could adversely affect New IAC's business, financial condition and results of operations.

        New IAC is also generally sensitive to the adoption of new tax laws. The European Commission and several European countries have recently adopted (or intend to adopt) proposals that would change various aspects of the current tax framework under which certain of New IAC's European businesses are taxed, including proposals to change or impose new types of non-income taxes (including taxes based on a percentage of revenue). For example, France enacted a Digital Services Tax in 2019, which is applicable to revenues over specified thresholds generated by businesses that provide intermediary services (any digital interface that enables users to contact and interact with others) to, and/or publish advertising based user data linked to, users residing in France. The proposal, which is applicable retroactively to revenues earned from and after January 1, 2019, would likely apply to certain of New IAC's businesses. The United Kingdom previously enacted a similar proposal, the Digital Services Tax, which is applicable to revenues of social media platforms, online marketplaces and search engines linked to users residing in the United Kingdom and earned from and after April 1, 2020, which would also likely apply to certain of New IAC's businesses. One or more of these or similar proposed tax laws could adversely affect New IAC's business, financial condition and results of operations.

        In addition, in the case of its ANGI Homeservices segment and, to a lesser extent, its Care.com business, New IAC is particularly sensitive to the adoption of worker classification laws, specifically, laws that could effectively require New IAC to change its classification of certain of its service professionals and caregivers from independent contractors to employees, as well as changes to state and local laws or judicial decisions relating to the definition and/or classification of independent contractors. For example, California recently passed a worker classification statute (AB 5), which effectively narrowed the definition of an independent contractor by requiring hiring entities to use a stricter test to determine a given worker's classification. In addition, AB 5 places the burden of proof for classifying workers as independent contractors on hiring entities and provides enforcement powers to the state and certain cities. Also, legislative proposals concerning worker classification are being considered by various states, including New York and New Jersey. Since New IAC currently treats certain of its service professionals (and, in limited cases, its caregivers) as independent contractors for all purposes, it does not withhold federal, state and local income or other employment related taxes, make federal or state unemployment tax or Federal Insurance Contributions Act payments or provide workers' compensation insurance with respect to such individuals. If New IAC is required as the result of new laws to reclassify these individuals as employees, it could be exposed to various liabilities and additional costs, including exposure (for prior and future periods) under federal, state and local tax laws, and workers' compensation, unemployment benefits, labor, and employment laws, as well as potential liability for penalties and interest, any or all of which could adversely affect New IAC's business, financial condition and results of operations. New IAC is involved in various legal proceedings and investigations challenging the classification of these individuals as independent contractors and may become involved in other proceedings and investigations in the future.

        Lastly, in the case of the businesses within its Vimeo segment, New IAC is also sensitive to the changes in laws and regulations that limit the liability of online intermediaries for copyright infringement by their users. While the U.S. Digital Millennium Copyright Act (the "DMCA") currently provides a safe harbor for online intermediates, based primarily on the principles of notice and takedown, if the DMCA is interpreted in a manner unfavorable to online providers, New IAC's business, financial condition and results of operations could be adversely affected. In addition, in June 2019, the European Union passed the Directive on Copyright in the Digital State Market, which requires each European Union member state to adopt by June 2021 a regulatory framework that requires online intermediaries and copyright holders to use best efforts to license or takedown infringing content. To the extent this legislation or similar or more stringent legislation in the U.S. or

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other jurisdictions abroad requires New IAC to implement new measures and/or make changes to its products and services to ensure compliance, which could be costly, New IAC's business, financial condition and results of operations could be adversely affected.

New IAC may fail to adequately protect its intellectual property rights or may be accused of infringing the intellectual property rights of third parties.

        New IAC relies heavily upon its trademarks and related domain names and logos to market its brands and to build and maintain brand loyalty and recognition, as well as upon trade secrets. New IAC also relies, to a lesser extent, upon patented and patent-pending proprietary technologies with expiration dates ranging from 2020 to 2037.

        New IAC relies on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect its various intellectual property rights. For example, New IAC has generally registered and continues to apply to register and renew, or secures by contract where appropriate, trademarks and service marks as they are developed and used, and reserves, registers and renews domain names as it deems appropriate. New IAC also generally seeks to apply for patents or for other similar statutory protections as and if it deems appropriate, based on then current facts and circumstances, and will continue to do so in the future. No assurances can be given that these efforts will result in adequate trademark and service mark protection, adequate domain name rights and protections, the issuance of a patent or adequate patent protection against competitors and similar technologies. Third parties could also create new products or methods that achieve similar results without infringing upon patents that New IAC owns.

        Despite these measures, challenges to New IAC's intellectual property rights could still arise, third parties could copy or otherwise obtain and use New IAC's intellectual property without authorization and/or laws regarding the enforceability of existing intellectual property rights could change in an adverse manner. The occurrence of any of these events could result in the erosion of New IAC's brands and limitations on New IAC's ability to control marketing online using its various domain names, as well as impede New IAC's ability to effectively compete against competitors with similar technologies, any of which could adversely affect New IAC's business, financial condition and results of operations.

        From time to time, IAC has been subject to legal proceedings and claims in the ordinary course of business related to alleged claims of infringement of the intellectual property of others by New IAC and users of certain of its products and services and New IAC may need to institute legal proceedings in the future to enforce, protect or refine the scope of its intellectual property rights. Any legal proceedings related to intellectual property, regardless of outcome or merit, could be costly and result in diversion of and technical resources, which could adversely affect New IAC's business, financial condition and results of operations.

New IAC's historical and pro forma financial information may not be indicative of its future results.

        New IAC's historical and pro forma financial information included in this joint proxy statement/prospectus may not reflect what its results of operations, financial position and cash flows would have been excluding the results of operations, financial position and cash flows of New Match during the periods presented or be indicative of what New IAC's results of operations, financial position and cash flows may be in the future.

        In addition, the New IAC pro forma financial information included in this joint proxy statement/prospectus is based, in part, upon a number of estimates and assumptions. These estimates and assumptions may prove not to be accurate, and, accordingly, New IAC's pro forma financial information should not be assumed to be indicative of what its financial condition or results of operations actually would have been as a separate company and may not be a reliable indicator of what New IAC's financial condition or results of operations actually may be in the future.

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Substantial sales of New IAC common stock following the Separation, or the perception that such sales might occur, could depress the market price of New IAC common stock, which is already expected to be significantly lower than the pre-separation market price of IAC common stock due to New IAC no longer having any ownership interest in Match or its businesses.

        The post-separation market price of New IAC common stock is expected to be significantly lower than the pre-separation market price of IAC common stock, as New IAC will no longer have an ownership interest in Match or its businesses, which currently constitute IAC's largest asset. In addition, any sales of substantial amounts of New IAC common stock in the public market following the Separation, or the perception that such sales might occur, could depress the market price of New IAC common stock. In addition, the smaller size and different investment characteristics of New IAC may not appeal to the current investor base of IAC, which could result in the disposition of shares of New IAC common stock following the Separation. There is no assurance that there will be sufficient buying interest to offset any such sales, and, accordingly, the price of New IAC common stock may be depressed by those sales and have periods of volatility.

Risks Relating to New Match's Business Following the Separation

The dating industry is competitive, with low switching costs and a consistent stream of new products and entrants, and innovation by New Match's competitors may disrupt its business.

        The dating industry is competitive, with a consistent stream of new products and entrants. Some of New Match's competitors may enjoy better competitive positions in certain geographical regions, user demographics or other key areas that Match currently serves or New Match may serve in the future. These advantages could enable these competitors to offer products that are more appealing to users and potential users than New Match's products or to respond more quickly and/or cost-effectively than New Match to new or changing opportunities.

        In addition, within the dating industry generally, costs for consumers to switch between products are low, and consumers have a propensity to try new approaches to connecting with people and to use multiple dating products at the same time. As a result, new products, entrants and business models are likely to continue to emerge. It is possible that a new product could gain rapid scale at the expense of existing brands through harnessing a new technology or a new or existing distribution channel, creating a new or different approach to connecting people or some other means.

        Potential competitors include larger companies that could devote greater resources to the promotion or marketing of their products and services, take advantage of acquisition or other opportunities more readily or develop and expand their products and services more quickly than New Match does. Potential competitors also include established social media companies that may develop products, features, or services that may compete with New Match's. For example, Facebook has introduced a dating feature on its platform, which it has rolled out in North America and other markets, and has stated it plans to roll out globally. These social media competitors could use strong or dominant positions in one or more markets, and ready access to existing large pools of potential users and personal information regarding those users, to gain competitive advantages over New Match, including by offering different product features or services that users may prefer or offering their products and services to users at no charge, which may enable them to acquire and engage users at the expense of New Match's user growth or engagement.

        If New Match is not able to compete effectively against its current or future competitors and products that may emerge, the size and level of engagement of its user base may decrease, which could have an adverse effect on its business, financial condition, and results of operations.

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The limited operating history of Match's newer dating brands and products makes it difficult to evaluate New Match's business and future prospects.

        Match seeks to tailor each of its dating brands and products to meet the preferences of specific communities of users. Building a given brand or product is generally an iterative process that occurs over a meaningful period of time and involves considerable resources and expenditures. Although certain of Match's newer brands and products have experienced significant growth over relatively short periods of time, the historical growth rates of these brands and products may not be an indication of future growth rates for such products or its newer brands and products generally. Match has encountered, and New Match may continue to encounter, risks and difficulties as it builds its newer brands and products. The failure to successfully address these risks and difficulties could adversely affect New Match's business, financial condition, and results of operations.

Each of Match's dating products monetizes users at different rates. If a meaningful migration of New Match's user base from its higher monetizing dating products to its lower monetizing dating products were to occur, it could adversely affect New Match's business, financial condition, and results of operations.

        Match's portfolio companies own, operate, and manage a diverse variety of dating products. Each dating product has its own mix of free and paid features designed to optimize the user experience and revenue generation from that product's community of users. In general, the mix of features for the various dating products within Match's more established brands leads to higher monetization rates per user than the mix of features for the various dating products within its newer brands. Over time, users of Match's newer brands with lower monetization rates per user comprise an increasingly larger percentage of its user base. If this trend leads to a significant portion of users of New Match's brands with higher monetization rates migrating to its less profitable brands, New Match's business, financial condition, and results of operations could be adversely affected.

New Match's growth and profitability rely, in part, on its ability to attract and retain users through cost-effective marketing efforts. Any failure in these efforts could adversely affect New Match's business, financial condition, and results of operations.

        Attracting and retaining users for certain of Match's dating products involves considerable expenditures for online and offline marketing. Historically, Match has had to increase its marketing expenditures over time in order to attract and retain users and sustain its growth.

        Evolving consumer behavior can affect the availability of profitable marketing opportunities. For example, as traditional television viewership declines and as consumers spend more time on mobile devices rather than desktop computers, the reach of many of Match's traditional advertising channels is contracting. Similarly, as consumers communicate less via email and more via text messaging and other virtual means, the reach of email campaigns designed to attract new and repeat users (and retain current users) for Match's dating products is adversely impacted. To continue to reach potential users and grow its businesses, New Match must identify and devote more of its overall marketing expenditures to newer advertising channels, such as mobile and online video platforms, as well as targeted campaigns in which it communicates directly with potential, former and current users via new virtual means. Generally, the opportunities in and sophistication of newer advertising channels are relatively undeveloped and unproven, making it difficult to assess returns on investment associated with such advertising channels, and there can be no assurance that New Match will be able to continue to appropriately manage and fine-tune its marketing efforts in response to these and other trends in the advertising industry. Any failure to do so could adversely affect New Match's business, financial condition, and results of operations.

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Communicating with Match's users via email is critical to its success, and any erosion in New Match's ability to communicate in this fashion that is not sufficiently replaced by other means could adversely affect its business, financial condition, and results of operations.

        Historically, one of Match's primary means of communicating with its users and keeping them engaged with its products has been via email communication. Match's ability to communicate via email enables it to keep its users updated on activity with respect to their profile, present or suggest new or interesting users from the community, invite users to offline events and present discount and promotional offers, among other things. As consumer habits evolve in the era of web-enabled mobile devices and messaging/social networking apps, usage of email, particularly among Match's younger users, has declined. In addition, deliverability and other restrictions imposed by third-party email providers and/or applicable law could limit or prevent New Match's ability to send emails to its users. A continued and significant erosion in New Match's ability to communicate successfully with its users via email could have an adverse impact on user experience, levels of user engagement and the rate at which non-paying users become subscribers.

        While Match continually works to find new means of communicating and connecting with its users (for example, through push notifications), there is no assurance that such alternative means of communication will be as effective as email has been. Any failure to develop or take advantage of new means of communication or limitations on those means of communications imposed by laws, device manufacturers or other sources could have an adverse effect on New Match's business, financial condition, and results of operations.

Foreign currency exchange rate fluctuations could adversely affect New Match's results of operations.

        Match operates in various international markets, primarily in various jurisdictions within the European Union (which we refer to as the "EU") and Asia. During the fiscal years ended December 31, 2019 and 2018, 53% and 50% of Match's total revenues, respectively, were international revenues. Match translates international revenues into U.S. dollar-denominated operating results and during periods of a strengthening U.S. dollar, Match's international revenues will be reduced when translated into U.S. dollars. In addition, as foreign currency exchange rates fluctuate, the translation of Match's international revenues into U.S. dollar-denominated operating results affects the period-over-period comparability of such results and can result in foreign currency exchange gains and losses.

        Match has exposure to foreign currency exchange risk related to transactions carried out in a currency other than the U.S. dollar and investments in foreign subsidiaries with a functional currency other than the U.S. dollar. Match's exposure is primarily related to the Euro, and to a lesser extent, the British Pound (which we refer to as "GBP"). The average GBP and Euro exchange rates strengthened against the U.S. dollar by 4% and 5%, respectively, in 2019 compared to 2018.

        The departure of the United Kingdom from the European Union, commonly referred to as "Brexit," has caused, and may continue to cause, volatility in currency exchange rates between the U.S. dollar and the GBP and the full impact of Brexit remains uncertain. To the extent that the U.S. dollar strengthens relative to either the Euro, the GBP or both, the translation of New Match's international revenues into U.S. dollars will reduce New Match's U.S. dollar denominated operating results and will affect their period-over-period comparability.

        Historically, Match has not hedged any foreign currency exposures. Match's continued growth and expansion of its international operations into new countries increases its exposure to foreign exchange rate fluctuations. Significant foreign exchange rate fluctuations, in the case of one currency or collectively with other currencies, could adversely affect New Match's future results of operations.

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Distribution and marketing of, and access to, New Match's dating products will depend, in significant part, on a variety of third-party publishers, platforms, and mobile app stores. If these third parties limit, prohibit, or otherwise interfere with or change the terms of the distribution, use, or marketing of New Match's dating products in any material way, it could adversely affect New Match's business, financial condition, and results of operations.

        Match markets and distributes its dating products (including related mobile applications) through a variety of third-party publishers and distribution channels, including Facebook, which has rolled out its own dating product. New Match's ability to market its brands on any given property or channel will be subject to the policies of the relevant third party. Certain publishers and channels have, from time to time, limited or prohibited advertisements for dating products for a variety of reasons, including poor behavior by other industry participants. There is no assurance that New Match will not be limited or prohibited from using certain current or prospective marketing channels in the future. If this were to happen in the case of a significant marketing channel and/or for a significant period of time, New Match's business, financial condition, and results of operations could be adversely affected.

        Additionally, Match's mobile applications are almost exclusively accessed through the Apple App Store and the Google Play Store. Both Apple and Google have broad discretion to change their respective terms and conditions applicable to the distribution of Match's applications, including the amount of, and requirement to pay, certain fees associated with purchases facilitated by Apple and Google through Match's applications, and to interpret their respective terms and conditions in ways that may limit, eliminate, or otherwise interfere with Match's ability to distribute its applications through their stores, the features Match provides, the manner in which Match markets its in-app products, and Match's ability to access information about its users and subscribers that they collect. Apple or Google could also make changes to their operating systems or payment services that could negatively impact New Match's business. There is no assurance that Apple or Google will not limit, eliminate, or otherwise interfere with the distribution of New Match's products, the features New Match provides, the manner in which New Match markets its in-app products within its applications or through other applications and services, and Match's ability to access information about its users and subscribers that they collect. To the extent either or both of them do so, New Match's business, financial condition, and results of operations could be adversely affected.

        Lastly, in the case of Tinder, Hinge, and certain of Match's other products, many users historically registered for (and logged into) the application exclusively through their Facebook profiles. While Match has launched an alternate authentication method that allows users to register for (and log into) Tinder, Hinge, and Match's other products using their mobile phone number, no assurances can be provided that users will no longer register for (and log into) these products through their Facebook profiles. Facebook has broad discretion to change its terms and conditions applicable to the data collected by its platform and its use thereof and to interpret its terms and conditions in ways that could limit, eliminate, or otherwise interfere with New Match's ability to use Facebook as an authentication method or to allow Facebook to use such data to gain a competitive advantage. If Facebook did so, New Match's business, financial condition, and results of operations could be adversely affected.

The success of New Match will depend, in part, on its ability to access, collect and use personal data about its users and subscribers.

        Match depends on mobile app stores, in particular, the Apple App Store and Google Play Store, to market, distribute and monetize its mobile applications. Match's users and subscribers engage with these platforms directly and may be subject to requirements regarding the use of their payment systems for various transactions. As a result, these platforms may receive personal data about Match's users and subscribers that Match would otherwise receive if it transacted with its users and subscribers directly. These platforms have restricted Match's access to personal data about its users and subscribers obtained through their platforms. If these platforms continue to limit or increasingly limit, eliminate or

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otherwise interfere with New Match's ability to access, collect and use personal data about its users and subscribers that they have collected, the ability of New Match to identify and communicate with a meaningful portion of its users and subscriber bases may be adversely impacted. If so, New Match's customer relationship management efforts, its ability to identify, target and reach new segments of its user and subscriber bases and the population generally, the efficiency of its paid marketing efforts, the rates New Match is able to charge advertisers seeking to reach users and subscribers on its various properties and its ability to identify and exclude users and subscribers whose access would violate applicable terms and conditions, including registered sex offenders, may be negatively impacted. There is no assurance that the mobile app stores upon which New Match will rely will not limit or increasingly limit, eliminate or otherwise interfere with its ability to access, collect and use personal data about its users and subscribers that they have collected. To the extent that they do so, New Match's business, financial condition and results of operations could be adversely affected.

As the distribution of New Match's dating products through app stores increases, in order to maintain its profit margins, New Match may need to offset increasing app store fees by decreasing traditional marketing expenditures, increasing user volume or monetization per user, or by engaging in other efforts to increase revenue or decrease costs generally, or New Match's business, financial condition, and results of operations could be adversely affected.

        Match increasingly relies on the Apple App Store and the Google Play Store to distribute its mobile applications and related in-app products. While Match's mobile applications are generally free to download from these stores, Match offers its users the opportunity to purchase subscriptions and certain à la carte features through these applications. Match determines the prices at which these subscriptions and features are sold; however, purchases of these subscriptions and features are required to be processed through the in-app payment systems provided by Apple and, to a lesser degree, Google. Due to these requirements, Match pays Apple and Google, as applicable, a meaningful share (generally 30%) of the revenue it receives from these transactions. While Match is constantly innovating on and creating its own payment systems and methods, given the increase of the distribution of Match's dating products through app stores and the strict requirements to use the in-app payments systems tied into Apple's, and to a lesser degree, Google's distribution services, New Match may need to offset these increased app store fees by decreasing traditional marketing expenditures as a percentage of revenue, increasing user volume or monetization per user, or by engaging in other efforts to increase revenue or decrease costs generally, or New Match's business, financial condition, and results of operations could be adversely affected. Additionally, to the extent Google changes its terms and conditions or practices to require New Match to process purchases of subscriptions and features through their in-app payment system, New Match's business, financial condition, and results of operations could be adversely affected.

New Match's business and results of operations may be adversely affected by the recent COVID-19 outbreak or other similar outbreaks.

        New Match's business could be materially and adversely affected by the outbreak of a widespread health epidemic or pandemic, including the recent outbreak of the coronavirus (COVID-19), which has been declared a "pandemic" by the World Health Organization. The COVID-19 outbreak has reached across the globe, resulting in the implementation of significant governmental measures, including lockdowns, closures, quarantines and travel bans, intended to control the spread of the virus. These restrictions, and future prevention and mitigation measures, are likely to continue to have an adverse impact on global economic conditions and consumer confidence and spending, and could materially adversely affect demand, or users' ability to pay, for New Match's products and services.

        A public health epidemic, including COVID-19, poses the risk that New Match or its employees, contractors, vendors and other business partners may be prevented or impaired from conducting

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ordinary course business activities for an indefinite period of time, including due to shutdowns necessitated for the health and wellbeing of New Match's employees and the employees of business partners, or shutdowns that may be requested or mandated by governmental authorities. For example, certain of Match's customer support vendors have been impacted by government mandated shutdowns and, while Match is working with these vendors to implement business continuity plans, the capability of the affected brands to respond timely and effectively to user inquiries and requests will be negatively impacted until, and potentially even after, such plans are fully implemented. In addition, in response to the COVID-19 outbreak, Match has taken several precautions that may adversely impact employee productivity, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing office locations.

        A widespread epidemic, pandemic or other health crisis could also cause significant volatility in global markets. The COVID-19 outbreak has adversely impacted U.S. equity markets, including the trading price of Match common stock. The COVID-19 outbreak has also caused disruption in financial markets, which if it continues or intensifies, could reduce New Match's ability to access capital and thereby negatively impact its liquidity.

        Match intends to continue to execute on its strategic plans and operational initiatives during the COVID-19 outbreak; however, the aforementioned uncertainties may result in delays or modifications to these plans and initiatives. Part of Match's growth strategy includes increasing the number of international users and expanding into additional geographies, including in Asia. The timing and success of New Match's international expansion may be negatively impacted by COVID-19, which could impede New Match's anticipated growth. Match and New Match could also be subject to litigation relating to continuing operations during the COVID-19 outbreak.

        The ultimate extent of the impact of any epidemic, pandemic or other health crisis on New Match's business will depend on multiple factors that are highly uncertain and cannot be predicted, including severity, location and duration and actions taken to contain or prevent further spread. If New Match's business and the markets in which it operates experience a prolonged occurrence of adverse public health conditions, such as COVID-19, it could materially and adversely affect New Match's business, financial condition and results of operations.

New Match will depend on its key personnel.

        New Match's future success will depend upon its continued ability to identify, hire, develop, motivate, and retain highly skilled individuals across the globe, with the continued contributions of its senior management being especially critical to its success. Competition for well-qualified employees across Match and its various businesses is intense and New Match's continued ability to compete effectively depends, in part, upon its ability to attract new employees. While Match has established programs to attract new employees and provide incentives to retain existing employees, particularly its senior management, there can be no guarantee that New Match will be able to attract new employees or retain the services of its senior management or any other key employees in the future. Effective succession planning is also important to New Match's future success. If New Match fails to ensure the effective transfer of senior management knowledge and smooth transitions involving senior management across its various businesses, New Match's ability to execute short and long term strategic, financial, and operating goals, as well as its business, financial condition, and results of operations generally, could be adversely affected.

New Match's success will depend, in part, on the integrity of its systems and infrastructures and on its ability to enhance, expand, and adapt these systems and infrastructures in a timely and cost-effective manner.

        In order for New Match to succeed, its systems and infrastructures must perform well on a consistent basis. Match has in the past, and New Match may from time to time in the future,

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experience system interruptions that make some or all of their systems or data unavailable and prevent their products from functioning properly for their users; any such interruption could arise for any number of reasons. Further, Match's systems and infrastructures are vulnerable to damage from fire, power loss, telecommunications failures, acts of God and similar events. While Match has backup systems in place for certain aspects of its operations, not all of its systems and infrastructures are fully redundant, disaster recovery planning is not sufficient for all eventualities and its property and business interruption insurance coverage may not be adequate to compensate it fully for any losses that it may suffer. Any interruptions or outages, regardless of the cause, could negatively impact New Match's users' experiences with New Match's products, tarnish its brands' reputations, and decrease demand for its products, any or all of which could adversely affect New Match's business, financial condition, and results of operations.

        Match also continually works to expand and enhance the efficiency and scalability of its technology and network systems to improve the experience of its users, accommodate substantial increases in the volume of traffic to its various products, ensure acceptable load times for its products, and keep up with changes in technology and user preferences. Any failure to do so in a timely and cost-effective manner could adversely affect New Match's users' experience with its various products and thereby negatively affect the demand for its products, and could increase its costs, either of which could adversely affect New Match's business, financial condition, and results of operations.

New Match may not be able to protect its systems and infrastructures from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.

        Match is regularly under attack by perpetrators of random or targeted malicious technology-related events, such as cyberattacks, computer viruses, worms, bot attacks or other destructive or disruptive software, distributed denial of service attacks, and attempts to misappropriate customer information, including credit card information and account login credentials. While Match has invested (and continues to invest) in the protection of its systems and infrastructures, in related personnel and training, and in employing a strategy of data minimization, where appropriate, there can be no assurance that its efforts will prevent significant breaches in its or New Match's systems or other such events from occurring. Some of Match's systems have experienced past security incidents, and, although they did not have a material adverse effect on Match's operating results, there can be no assurance of a similar result in the future. Any cyber or similar attack New Match is unable to protect itself from could damage its systems and infrastructures, prevent it from providing its products, erode its reputation and brands, result in the disclosure of confidential or sensitive information of its users, and/or be costly to remedy, as well as subject New Match to investigations by regulatory authorities and/or litigation that could result in liability to third parties.

        The impact of cyber security events experienced by third parties with which New Match does business (or upon which it otherwise relies in connection with its day-to-day operations) could have a similar effect on it. Moreover, even cyber or similar attacks that do not directly affect New Match or third parties with which it does business may result in widespread access to user account login credentials that such users have used across multiple internet sites, including its sites, or a loss of consumer confidence generally, which could make users less likely to use or continue to use online products generally, including New Match's products. The occurrence of any of these events could adversely affect New Match's business, financial condition, and results of operations.

New Match's success will depend, in part, on the integrity of third-party systems and infrastructures.

        New Match will rely on third parties, primarily data center service providers and cloud-based, hosted web service providers, such as Amazon Web Services, as well as third-party computer systems, broadband and other communications systems and service providers, in connection with the provision of

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its products generally, as well as to facilitate and process certain transactions with its users. New Match will have no control over any of these third parties or their operations.

        Problems experienced by third-party data center service providers and cloud-based, hosted web service providers, such as Amazon Web Services, upon which New Match will rely, the telecommunications network providers with which New Match or they contract, or the systems through which telecommunications providers allocate capacity among their customers could also adversely affect New Match. Any changes in service levels at New Match's data centers or hosted web service providers, such as Amazon Web Services, or any interruptions, outages, or delays in New Match's systems or those of its third-party providers, or deterioration in the performance of these systems, could impair New Match's ability to provide its products or process transactions with its users, which could adversely affect New Match's business, financial condition, and results of operations.

If the security of personal and confidential or sensitive user information that New Match maintains and stores is breached or otherwise accessed by unauthorized persons, it may be costly to mitigate the impact of such an event and New Match's reputation could be harmed.

        Match receives, processes, stores, and transmits a significant amount of personal user and other confidential or sensitive information, including credit card information and member-to-member communications, and enables its users to share their personal information with each other. In some cases, Match engages third-party vendors to store this information. Match continuously develops and maintains systems to protect the security, integrity, and confidentiality of this information, but cannot guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this information despite Match's efforts. When such events occur, New Match may not be able to remedy them, it may be required by law to notify regulators and individuals whose personal information were used or disclosed without authorization, and it may have to expend significant capital and other resources to mitigate the impact of such events, including developing and implementing protections to prevent future events of this nature from occurring. When breaches of security (or the security of New Match's vendors and partners) occur, the perception of the effectiveness of New Match's security measures, the security measures of New Match's partners, and its reputation may be harmed, New Match may lose current and potential users, and the recognition of its various brands and their competitive positions may be diminished, any or all of which could adversely affect New Match's business, financial condition, and results of operations.

Match's business is subject to complex and evolving U.S. and international laws and regulations. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to New Match's business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm New Match's business.

        Match is subject to a variety of laws and regulations in the United States and abroad that involve matters that are important to or may otherwise affect its business, including, among others, broadband internet access, online commerce, advertising, user privacy, data protection, intermediary liability, protection of minors, consumer protection, sex-trafficking, taxation, and securities law compliance. The introduction of new products, expansion of New Match's activities in certain jurisdictions, or other actions that New Match may take may subject it to additional laws, regulations, or other government scrutiny. In addition, foreign laws and regulations can impose different obligations or be more restrictive than those in the United States.

        These U.S. federal, state, and municipal and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which Match operates, and may be interpreted and applied inconsistently from state to state and country to

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country and inconsistently with Match's current policies and practices. These laws and regulations, as well as any associated inquiries or investigations or any other government actions, may be costly to comply with and may delay or impede the development of new products, require that New Match change or cease certain business practices, result in negative publicity, increase New Match's operating costs, require significant management time and attention, and subject it to remedies that may harm its business, including fines or demands or orders that it modify or cease existing business practices.

        Specifically, in the case of tax laws, positions that Match or New Match has taken or will take are subject to interpretation by the relevant taxing authorities. While Match and New Match believe that the positions they have taken to date comply with applicable law, there can be no assurances that the relevant taxing authorities will not take a contrary position, and, if so, that such positions will not adversely affect New Match. Any events of this nature could adversely affect New Match's business, financial condition, and results of operations.

        Proposed or new legislation and regulations could also adversely affect New Match's business. For example, the European Commission and several countries have recently adopted, or intend to adopt, proposals that would change various aspects of the current tax framework under which Match is taxed, including proposals to change or impose new types of non-income taxes, including taxes based on a percentage of revenue. For example, France enacted a Digital Services Tax in 2019 retroactive to January 1, 2019, which would be applicable to New Match's business. The United Kingdom has also proposed a similar tax applicable to digital services, which includes business activities on social media platforms, and would likely apply to New Match's business. One or more of these or similar proposals could adversely affect New Match's business, financial condition, and results of operations.

        The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably affect the ability or manner in which Match provides its services could require New Match to change certain aspects of its business and operations to ensure compliance, which could decrease demand for services, reduce revenues, increase costs, and subject it to additional liabilities. For example, in February 2019, the Secretary of State for Digital, Culture, Media, and Sport of the United Kingdom indicated in public comments that his office intends to inquire as to the measures utilized by online dating platforms, including Tinder, to prevent access by underage users. In addition, in April 2019, the United Kingdom published proposed legislation which would establish a new regulatory body to establish duties of care for internet companies and to assess compliance with these duties of care. Under the proposed law, failure to comply could result in fines, blocking of services, and personal liability for senior management. There have also been calls for legislation to limit or remove the protections afforded technology platforms under the Communications Decency Act in the United States and under the e-Commerce Directive in the EU. To the extent such new or more stringent measures are required to be implemented, or existing protections are limited or removed, New Match's business, financial condition, and results of operations could be adversely affected.

        The adoption of any laws or regulations that adversely affect the popularity or growth in use of the internet or New Match's services, including laws or regulations that undermine open and neutrally administered internet access, could decrease user demand for New Match's service offerings and increase its cost of doing business. For example, in December 2017, the Federal Communications Commission adopted an order reversing net neutrality protections in the United States, including the repeal of specific rules against blocking, throttling, or "paid prioritization" of content or services by internet service providers. To the extent internet service providers engage in such blocking, throttling, "paid prioritization" of content or similar actions as a result of this order and the adoption of similar laws or regulations, New Match's business, financial condition, and results of operations could be adversely affected.

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The varying and rapidly evolving regulatory framework on privacy and data protection across jurisdictions could result in claims, changes to New Match's business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm New Match's business.

        There are numerous laws in the countries in which Match operates regarding privacy and the storage, sharing, use, processing, disclosure, and protection of this kind of information, the scope of which is constantly changing, and, in some cases, inconsistent and conflicting and subject to differing interpretations, as new laws of this nature are proposed and adopted. For example, in 2016, the European Commission adopted the General Data Protection Act (which we refer to as "GDPR"), a comprehensive EU privacy and data protection reform that became effective in May 2018. The act applies to companies established in the EU or otherwise providing services or monitoring the behavior of people located in the EU and provides for significant penalties in case of non-compliance as well as a private right of action for individual claimants. GDPR will continue to be interpreted by EU data protection regulators, which may require that New Match make changes to its business practices, and could generate additional risks and liabilities. The EU is also considering an update to the EU's Privacy and Electronic Communications (so-called "e-Privacy") Directive, notably to amend rules on the use of cookies. In addition, Brexit could result in the application of new and conflicting data privacy and protection laws and standards to New Match's operations in the United Kingdom and its handling of personal data of users located in the United Kingdom. At the same time, many countries in which Match does business have already adopted, or are also currently considering adopting, privacy and data protection laws and regulations. Multiple legislative proposals concerning privacy and the protection of user information are being considered by the U.S. Congress. Various U.S. state legislatures, including those in New York, Washington, Virginia, and Illinois, intend to consider privacy legislation in 2020. Other U.S. state legislatures have already passed and enacted privacy legislation, most prominent of which is the California Consumer Privacy Act of 2018, which was signed into law in June 2018 and came into effect on January 1, 2020. A ballot initiative to address privacy concerns has also been filed with the Office of the California Attorney General and, provided it meets appropriate legal requirements, is expected to be presented to California voters on the November 2020 ballot. Additionally, the Federal Trade Commission has increased its focus on privacy and data security practices at digital companies, as evidenced by its levying, in July 2019, of a first-of-its kind, $5 billion fine against Facebook for privacy violations.

        While Match believes that it complies with industry standards and applicable laws and industry codes of conduct relating to privacy and data protection in all material respects, there is no assurance that New Match will not be subject to claims that it has violated applicable laws or codes of conduct, that it will be able to successfully defend against such claims or that it will not be subject to significant fines and penalties in the event of non-compliance. Additionally, to the extent multiple state-level laws are introduced with inconsistent or conflicting standards and there is no federal law to preempt such laws, compliance with such laws could be difficult to achieve and New Match could be subject to fines and penalties in the event of non-compliance.

        Any failure or perceived failure by New Match (or third parties with which New Match contracts to process such information) to comply with applicable privacy and security laws, policies, or related contractual obligations, or any compromise of security that results in unauthorized access, or the use or transmission of, personal user information, could result in a variety of claims against New Match, including governmental enforcement actions, significant fines, litigation, claims of breach of contract and indemnity by third parties, and adverse publicity. When such events occur, New Match's reputation may be harmed, New Match may lose current and potential users, and the competitive positions of New Match's various brands might be diminished, any or all of which could adversely affect New Match's business, financial condition, and results of operations.

        Lastly, compliance with the numerous laws in the countries in which Match operates regarding privacy and the storage, sharing, use, processing, disclosure, and protection of personal data could be

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costly, as well as result in delays in the development of new products and features as resources are allocated to these compliance projects, particularly as these laws become more comprehensive in scope, more commonplace, and continue to evolve. In addition, the varying and rapidly evolving regulatory frameworks across jurisdictions may result in decisions to introduce products in certain jurisdictions but not others or to cease providing certain services or features to users located in certain jurisdictions. If these costs or other impacts are significant, New Match's business, financial condition, and results of operations could be adversely affected.

Match is subject to a number of risks related to credit card payments, including data security breaches and fraud that it or third parties experience or additional regulation, any of which could adversely affect New Match's business, financial condition, and results of operations.

        Match accepts payment from its users primarily through credit card transactions and certain online payment service providers. The ability to access credit card information on a real-time basis without having to proactively reach out to the consumer each time Match processes an auto-renewal payment or a payment for the purchase of a premium feature on any of its dating products is critical to its success and to a seamless experience for its users.

        When Match or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the more sizable the third party's customer base and the greater the number of credit card accounts impacted, the more likely it is that Match's users would be affected by such a breach. To the extent New Match's users are ever affected by such a breach experienced by New Match or a third party, affected users would need to be contacted to obtain new credit card information and process any pending transactions. It is likely that New Match would not be able to reach all affected users, and, even if New Match could, some users' new credit card information may not be obtained and some pending transactions may not be processed, which could adversely affect New Match's business, financial condition, and results of operations.

        Even if New Match's users are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit cards online and choose alternative payment methods that are not as convenient for New Match or restrict its ability to process payments without significant cost or user effort.

        Additionally, if New Match fails to adequately prevent fraudulent credit card transactions, it may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of its security measures, significantly higher credit card-related costs, and substantial remediation costs, or refusal by credit card processors to continue to process payments on New Match's behalf, any of which could adversely affect New Match's business, financial condition, and results of operations.

        Finally, the passage or adoption of any legislation or regulation affecting the ability of service providers to periodically charge consumers for recurring subscription payments may adversely affect New Match's business, financial condition, and results of operations. For example, the EU's Payment Services Directive (PSD2), which became effective in 2018, could affect New Match's ability to process auto-renewal payments or offer promotional or differentiated pricing for users in the EU. Similar legislation or regulation, or changes to existing legislation or regulation governing subscription payments, are being considered in many U.S. states.

Inappropriate actions by certain of New Match's users could be attributed to it and damage its brands' reputations, which in turn could adversely affect its business.

        It is possible that a user of New Match's products could be physically, financially, emotionally, or otherwise harmed by an individual that such user met through the use of one of its products. If one or

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more of New Match's users suffers or alleges to have suffered any such harm, New Match could experience negative publicity or legal action that could damage its reputation and its brands. Similar events affecting users of New Match's competitors' products could result in negative publicity for the dating industry generally, which could in turn negatively affect New Match's business.

        In addition, the reputations of New Match's brands may be adversely affected by the actions of its users that are deemed to be hostile, offensive, defamatory, inappropriate, untrue, or unlawful. While Match has systems and processes in place that aim to monitor and review the appropriateness of the content accessible through its products, which include, in particular, reporting tools through which users can inform Match of such behavior on the platform, and have adopted policies regarding illegal, offensive, or inappropriate use of Match's products, New Match's users could nonetheless engage in activities that violate its policies. These safeguards may not be sufficient to avoid harm to New Match's reputation and brands, especially if such hostile, offensive, or inappropriate use is well-publicized.

        Concerns about harms and the use of dating products and social networking platforms for illegal conduct, such as romance scams, promotion of false or inaccurate information, financial fraud, and sex trafficking, have produced and could continue to produce future legislation or other governmental action. For example, in April 2018, the Allow States and Victims to Fight Online Sex Trafficking Act became effective in the United States and allows victims of sex trafficking crimes, as well as other state and local authorities, to seek redress from platforms in certain circumstances in connection with sex trafficking of individuals online. The EU and the United Kingdom have also launched consultations, and the United Kingdom has released its Online Harms White Paper, which proposed legislation that would expose platforms to similar or more expansive liability. There have also been calls for legislation to limit or remove the protections afforded technology platforms under the Communications Decency Act in the United States and under the e-Commerce Directive in the EU. If these proposed laws are passed, or if future legislation or governmental action is proposed or taken to address concerns regarding such harms, changes could be required to New Match's products that could restrict or impose additional costs upon the conduct of New Match's business generally or cause users to abandon its products.

New Match may fail to adequately protect its intellectual property rights or may be accused of infringing the intellectual property rights of third parties.

        Match relies heavily upon its trademarks and related domain names and logos to market its brands and to build and maintain brand loyalty and recognition. Match also relies upon patented and patent-pending proprietary technologies and trade secrets relating to matching process systems and related features and products.

        Match also relies on a combination of laws, and contractual restrictions with employees, customers, suppliers, affiliates, and others, to establish and protect its various intellectual property rights. For example, Match has generally registered and continues to apply to register and renew, or secure by contract where appropriate, trademarks and service marks as they are developed and used, and reserve, register, and renew domain names as it deems appropriate. Effective trademark protection may not be available or may not be sought in every country in which New Match's products are made available, and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available.

        Match also generally seeks to apply for patents or for other similar statutory protections as and if it deems appropriate, based on then-current facts and circumstances, and will continue to do so in the future. No assurances can be given that any patent application Match has filed or New Match will file will result in a patent being issued, or that any existing or future patents will afford adequate protection against competitors and similar technologies. In addition, no assurances can be given that

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third parties will not create new products or methods that achieve similar results without infringing upon patents New Match owns.

        Despite these measures, New Match's intellectual property rights may still not be protected in a meaningful manner, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use New Match's intellectual property without authorization, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection. The occurrence of any of these events could result in the erosion of New Match's brands and limit its ability to market its brands using its various domain names, as well as impede its ability to effectively compete against competitors with similar technologies, any of which could adversely affect New Match's business, financial condition, and results of operations.

        From time to time, Match has been subject to legal proceedings and claims, including claims of alleged infringement of trademarks, copyrights, patents, and other intellectual property rights held by third parties. In addition, litigation may be necessary in the future to enforce New Match's intellectual property rights, protect its trade secrets and patents or to determine the validity and scope of proprietary rights claimed by others. For example, in March 2018, Match filed a lawsuit against Bumble Trading Inc., which operates and markets the online dating application Bumble in the United States, for patent and trademark infringement, as well as trade secret misappropriation. Bumble's counterclaims request that Match's trademark registration for its SWIPE trademark be cancelled and that a number of its pending applications for trademark registration be denied. This case is currently pending in Federal Court in the Western District of Texas. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect New Match's business, financial condition, and results of operations.

Match operates in various international markets, including certain markets in which Match has limited experience. As a result, New Match will face additional risks in connection with certain of its international operations.

        Match's brands are available in over 40 different languages all over the world. Match's international revenue represented 53% and 50% of its total revenue for the fiscal years ended December 31, 2019 and 2018, respectively.

        Operating internationally, particularly in countries in which it has limited experience, exposes New Match to a number of additional risks, including:

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        The occurrence of any or all of the events described above could adversely affect New Match's international operations, which could in turn adversely affect New Match's business, financial condition, and results of operations.

New Match may experience operational and financial risks in connection with acquisitions.

        Match has made numerous acquisitions in the past and it continues to seek potential acquisition candidates. New Match may experience operational and financial risks in connection with historical and future acquisitions if it is unable to:

        Furthermore, New Match may not be successful in addressing other challenges encountered in connection with its acquisitions. The anticipated benefits of one or more of New Match's acquisitions may not be realized or the value of goodwill and other intangible assets acquired could be affected by one or more continuing unfavorable events or trends, which could result in significant impairment charges. In addition, such acquisitions can result in material diversion of management's attention or other resources from New Match's existing businesses. The occurrence of any these events could have an adverse effect on New Match's business, financial condition, and results of operations.

Match is subject to litigation and adverse outcomes in such litigation could have an adverse effect on New Match's financial condition.

        Match is, and New Match from time to time may become, subject to litigation and various legal proceedings, including litigation and proceedings related to intellectual property matters, privacy, and consumer protection laws, as well as stockholder derivative suits, class action lawsuits, and other matters, that involve claims for substantial amounts of money or for other relief or that might

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necessitate changes to New Match's business or operations. The defense of these actions is time consuming and expensive. New Match will evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, New Match may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as and when required or appropriate. These assessments and estimates are based on information available to management at the time of such assessment or estimation and involve a significant amount of judgment. As a result, actual outcomes or losses could differ materially from those envisioned by Match's current assessments and estimates. New Match's failure to successfully defend or settle any of these litigations or legal proceedings could result in liability that, to the extent not covered by New Match's insurance, could have an adverse effect on New Match's business, financial condition, and results of operations.

Match's historical and New Match's pro forma financial information may not be indicative of New Match's future results.

        Match's historical and New Match's pro forma financial information included in this joint proxy statement/prospectus may not reflect what its results of operations, financial position, and cash flows would have been had it not been controlled by IAC during the periods presented or be indicative of what New Match's results of operations, financial position, and cash flows may be in the future. Match's historical financial information reflects allocations for services historically provided by IAC, and New Match expects these allocated costs could be different from the actual costs it will incur for these services in the future.

        In addition, the New Match pro forma financial information included in this joint proxy statement/prospectus is based in part upon a number of estimates and assumptions. These estimates and assumptions may prove not to be accurate, and, accordingly, New Match's pro forma financial information should not be assumed to be indicative of what its financial condition or results of operations actually would have been as a separate company and may not be a reliable indicator of what New Match's financial condition or results of operations actually may be in the future.

        Specifically, IAC currently provides Match with corporate and shared services related to certain corporate functions, including tax and other services, for a fee provided in the existing services agreement. Except as set forth in the transition services agreement, New IAC will not be obligated to provide these services to New Match following completion of the Separation. Further, if New Match no longer receives these services from New IAC, New Match may not be able to perform these services itself, or find appropriate third-party arrangements at a reasonable cost, and the cost may be higher than that currently charged by IAC.

New Match may incur increased expenses if the transition services agreement with New IAC is terminated.

        In connection with the Separation, New Match will enter into a transition services agreement and various other agreements with New IAC, pursuant to which New IAC will provide New Match with certain specified services on a transitional basis in areas where New Match may need assistance and support following the Separation. Depending on the particular service being provided, the agreements will extend for up to twelve months after the Separation, but may be terminated earlier under certain circumstances, including a default. If the transition services agreement is terminated, New Match may be required to obtain such services from a third party. This may be more expensive than the fees that New Match will be required to pay under the agreements with New IAC.

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If the New IAC Distribution were to fail to qualify for tax-free treatment, the New Match group may incur significant tax liabilities.

        If the New IAC Distribution were to fail to qualify for tax-free treatment, IAC (or, after the Match merger, New Match) may recognize a substantial amount of gain that would result in significant tax liabilities to the New Match group. For further discussion, see "Risk Factors—Risks Relating to the Separation—If the New IAC Distribution were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, New IAC, New Match and their respective stockholders could suffer material adverse consequences." Although New IAC is required to indemnify New Match for such liabilities under the tax matters agreement to the extent not attributable to a Match fault-based action, New IAC may lack the resources to compensate New Match for such tax liabilities. Such tax liabilities, if required to be paid by New Match, could have a material adverse effect on New Match's business, financial condition, and results of operations and, therefore, adversely affect the value of New Match common stock.

The tax matters agreement may limit New Match's ability to engage in desirable strategic or capital-raising transactions.

        Under the tax matters agreement, New IAC generally will be responsible for any taxes and related amounts imposed on New IAC or New Match or their affiliates arising from the failure of the New IAC Distribution to qualify for tax-free treatment unless such failure is attributable to or results from a Match fault-based action. To preserve the expected tax-free treatment of the Transactions, the tax matters agreement will prohibit New Match from taking actions that could reasonably be expected to cause the Transactions to be taxable. In particular, subject to certain exceptions, for two years after the Separation, New Match may not, among other things, (a) enter into transactions involving the acquisition, issuance, repurchase, redemption, or change of ownership of its capital stock or options or other rights in respect of its capital stock (together with other transactions relating to its capital stock pertinent for purposes of Section 355(e) of the Code) that will result in an aggregate ownership change at or exceeding a certain threshold percentage or (b) merge or consolidate with any other person or liquidate or partially liquidate. Because of these restrictions, for two years after the Separation, New Match may be limited in the amount of capital stock that New Match can issue to make acquisitions or to raise additional capital. Also, New Match's potential responsibility for liabilities arising from the failure of the New IAC Distribution to qualify for tax-free treatment, or its indemnity obligation to New IAC under the tax matters agreement, may discourage, delay, or prevent certain third parties from acquiring control of New Match during this two-year period in a transaction that New Match's stockholders might consider favorable. For further discussion of these restrictions, see "The Transaction Agreement—Ancillary Agreements—Tax Matters Agreement."

After the Separation, New Match's certificate of incorporation could prevent New Match from benefiting from corporate opportunities that might otherwise have been available to New Match.

        Subject to obtaining the required approvals from the IAC stockholders for the New Match Board Classification Proposal, New Match's certificate of incorporation following the Separation is expected to have a "corporate opportunity" provision in which New Match and its affiliates renounce any interests or expectancy in corporate opportunities which become known to any of New Match's directors or officers who are also officers or directors of New IAC.

        Generally, New Match's officers or directors who are also New IAC's officers or directors will not be liable to New Match or its stockholders for breach of any fiduciary because such person fails to communicate or offer to New Match a corporate opportunity that has been communicated or offered to New IAC, that may also be a corporate opportunity of New Match or because such person communicates or offers to New IAC any corporate opportunity that may also be a corporate opportunity of New Match. In order for any New Match director or officer who is also a New IAC

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director or officer not to be liable to New Match or its stockholders, such opportunity cannot become known to the officer or director in his or her capacity as a New Match director or officer and cannot be presented to any party other than New IAC. In addition, such officer or director cannot pursue such opportunity in his or her individual capacity. The corporate opportunity provision may exacerbate conflicts of interest between New IAC and New Match because the provision effectively permits any of New Match's directors or officers who also serves as an officer or director of New IAC to choose to direct a corporate opportunity to New IAC instead of to New Match.

New Match's indebtedness may affect its ability to operate its business, which could have a material adverse effect on its financial condition and results of operations. New Match and its subsidiaries may incur additional indebtedness, including secured indebtedness.

        As of December 31, 2019, Match had total debt outstanding of approximately $1.6 billion and borrowing availability of $500 million under its revolving credit facility. In addition, on February 13, 2020, Match entered into an amendment to its revolving credit facility to, among other things, increase the aggregate amount of commitments under the facility to $750 million. Upon completion of the Separation, New Match's indebtedness is expected to total at least $3.8 billion, including approximately $1.7 billion of exchangeable notes that will be guaranteed by New Match and $500 million of 4.125% senior notes due 2030 issued by Match on February 11, 2020.

        New Match's indebtedness could have important consequences, such as:

        In addition to New Match's debt service obligations, its operations require substantial investments on a continuing basis. New Match's ability to make scheduled debt payments, to refinance its obligations with respect to its indebtedness, and to fund capital and non-capital expenditures necessary to maintain the condition of its operating assets and properties, as well as to provide capacity for the growth of its business, depends on New Match's financial and operating performance, which, in turn, is subject to prevailing economic conditions and financial, business, competitive, legal, and other factors.

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        Subject to the restrictions in New Match's credit agreement (which includes its revolving credit facility and term loan), the restrictions included in the indentures related to its 6.375% Senior Notes due 2024, 5.00% Senior Notes due 2027, 5.625% Senior Notes due 2029, and 4.125% Senior Notes due 2030 (the "New Match Group Senior Notes"), New Match and its subsidiaries may incur significant additional indebtedness, including additional secured indebtedness. Although the terms of New Match's credit agreement and the indentures related to the New Match Group Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and additional indebtedness incurred in compliance with these restrictions could be significant. If new debt is added to New Match's and its subsidiaries' current debt levels, the risks described above could increase.

New Match may not be able to generate sufficient cash to service all of its current and planned indebtedness and may be forced to take other actions to satisfy its obligations under its indebtedness that may not be successful.

        New Match's ability to satisfy its debt obligations will depend upon, among other things:

        There can be no assurances that New Match's business will generate sufficient cash flow from operations, or that it will be able to draw under its revolving credit facility or otherwise in an amount sufficient to fund its liquidity needs.

        If New Match's cash flows and capital resources are insufficient to service its indebtedness, New Match may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance its indebtedness. These alternative measures may not be successful and may not permit New Match to meet its scheduled debt service obligations. New Match's ability to restructure or refinance its debt will depend on the condition of the capital markets and New Match's financial condition at such time. Any refinancing of New Match's debt could be at higher interest rates and may require New Match to comply with more onerous covenants, which could further restrict its business operations. In addition, the terms of existing or future debt agreements may restrict New Match from adopting some of these alternatives. In the absence of such operating results and resources, New Match could face substantial liquidity problems and might be required to dispose of material assets or operations, sell equity, and/or negotiate with its lenders to restructure the applicable debt, in order to meet its debt service and other obligations. New Match may not be able to consummate those dispositions for fair market value or at all. New Match's credit agreement and the indentures related to the New Match Group Senior Notes, or market or business conditions may limit, New Match's ability to avail itself of some or all of these options.

        Furthermore, any proceeds that New Match could realize from any such dispositions may not be adequate to meet its debt service obligations then due.

New Match's debt agreements will contain restrictions that will limit its flexibility in operating its business.

        Match's credit agreement and the indentures related to the New Match Group Senior Notes contain and any instruments governing future indebtedness of New Match would likely contain, a number of covenants that will impose significant operating and financial restrictions on New Match, including restrictions on its ability to, among other things

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        Any of these restrictions could limit New Match's ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under New Match's credit agreement and/or the indentures related to the New Match Group Senior Notes or any instruments governing future indebtedness of New Match. Upon a default, unless waived, the lenders under New Match's credit agreement could elect to terminate their commitments, cease making further loans, foreclose on its assets pledged to such lenders to secure its obligations under its credit agreement, and force New Match into bankruptcy or liquidation. Holders of the New Match Group Senior Notes also have the ability to force New Match into bankruptcy or liquidation in certain circumstances, subject to the terms of the related indentures. In addition, a default under New Match's credit agreement or the indentures related to the New Match Group Senior Notes may trigger a cross default under New Match's other agreements and could trigger a cross default under the agreements governing its future indebtedness. New Match's operating results may not be sufficient to service its indebtedness or to fund its other expenditures and New Match may not be able to obtain financing to meet these requirements.

Variable rate indebtedness that Match has incurred or New Match may incur under its credit agreement will subject New Match to interest rate risk, which could cause its debt service obligations to increase significantly.

        As of December 31, 2019, Match had $425 million of indebtedness outstanding under its term loan and no outstanding borrowings under its revolving credit facility. Borrowings under the Match term loan are, and any borrowings under New Match's revolving credit facility will be, at variable rates of interest. Indebtedness that bears interest at variable rates will expose New Match to interest rate risk. As of December 31, 2019, Match's term loan and revolving credit facility bore interest at LIBOR plus 2.50% and LIBOR plus 1.50%, respectively. As of December 31, 2019, the rate in effect was 4.44% for the term loan and the revolving credit facility was undrawn. If LIBOR were to increase or decrease by 100 basis points, then the annual interest and expense payments on the outstanding balance and rate in effect as of December 31, 2019 on the term loan would increase or decrease, respectively, by $4.3 million.

Exchange of the exchangeable notes may dilute the ownership interests of existing stockholders or may otherwise depress the price of New Match common stock.

        In connection with the Separation, New Match will retain IAC's obligations as a guarantor under the indentures relating to the exchangeable notes. Following completion of the Separation, the exchangeable notes will continue to be exchangeable into shares of New Match common stock in certain circumstances. The exchange of some or all of the exchangeable notes may dilute the ownership interests of New Match stockholders to the extent New Match delivers shares upon exchange of any of the exchangeable notes. While the exchangeable note hedges are expected to reduce the potential dilutive effect on New Match common stock upon any exchange of exchangeable notes and/or offset

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any cash payment the issuers of the exchangeable notes would be required to make in excess of the principal amount of the exchanged notes, the warrants have a dilutive effect to the extent that the market price per share of New Match common stock exceeds the strike price of the warrants. Any sales in the public market of New Match common stock issuable upon such exchange could adversely affect prevailing market prices of New Match common stock. In addition, the existence of the exchangeable notes may encourage short selling of New Match common stock by market participants because the exchange of the exchangeable notes could be used to satisfy short positions. In addition, the anticipated exchange of the exchangeable notes could depress the price of New Match common stock.

New Match's quarterly results or operating metrics could fluctuate significantly, which could cause the trading price of its common stock to decline.

        Match's quarterly results and operating metrics have fluctuated historically, and New Match's may fluctuate in the future, as a result of a number of factors, many of which are outside of New Match's control and may be difficult to predict, including:

        The occurrence of any one of these factors, as well as other factors, or the cumulative effect of the occurrence of one or more of such factors, could cause New Match's quarterly results and operating metrics to fluctuate significantly. As a result, quarterly comparisons of results and operating metrics may not be meaningful.

        In addition, the market price of New Match common stock may be affected by factors different from those that have historically affected Match common stock. For example, New Match will own, rather than lease, certain real estate properties and will have significantly more indebtedness as compared to Match. The variability and unpredictability of New Match's quarterly results or operating metrics could result in its failure to meet its expectations, or those of any of its investors or of analysts that cover New Match, with respect to revenues or other operating results for a particular period. If New Match fails to meet or exceed such expectations for these or any other reasons, the market price of its common stock could fall substantially.

New Match is not expected to declare any regular cash dividends in the foreseeable future.

        Match paid a special cash dividend in December 2018. However, New Match is not expected to pay cash dividends on its common stock in the near term. Instead, it is anticipated that New Match's future earnings will be retained to support its operations and to finance the growth and development of

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its business. Any future determination relating to New Match's dividend policy will be made by New Match's board of directors and will depend on a number of factors, including:

        New Match will not be obligated to pay dividends on its common stock. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking regular cash dividends should not purchase New Match common stock.

The shares of New Match common stock to be received by Match stockholders as a result of the Separation will have different rights from the shares of Match common stock and Match Class B common stock currently held.

        Upon completion of the Separation, Match stockholders will become New Match stockholders and their rights as stockholders will be governed by New Match's certificate of incorporation and bylaws. Certain of the rights associated with New Match common stock are different from the rights associated with Match common stock and Match Class B common stock. For example, under New Match's certificate of incorporation and bylaws, New Match stockholders (i) will be entitled to one vote per share, (ii) will not have the power to call special meetings of stockholders, (iii) if the New Match Board Classification Proposal is approved by IAC stockholders at the IAC annual meeting, will not have the power to remove directors without cause and will not have the power to fill director vacancies and (iv) if the Prohibition of Stockholder Written Consent Proposal is approved by IAC stockholders at the IAC annual meeting, will not have the power to act by written consent. For more information, see "Comparison of Rights of Holders of Match Securities before the Separation with Rights of Holders of New Match Securities after the Separation."

Provisions in the New Match certificate of incorporation and bylaws or Delaware law may discourage, delay, or prevent a change of control of New Match or changes in its management and, therefore, depress the trading price of its common stock.

        Delaware corporate law contains, and New Match's certificate of incorporation and bylaws will contain, provisions that could discourage, delay, or prevent a change in control of New Match or changes in its management that the stockholders of New Match may deem advantageous, including provisions which:

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        In addition, if the New Match Board Classification Proposal and the Prohibition of Stockholder Written Consent Proposal are approved by IAC stockholders at the IAC annual meeting, the New Match certificate of incorporation would contain provisions, which:

        Any provision of New Match's certificate of incorporation, its bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for its stockholders to receive a premium for their shares of New Match common stock, and could also affect the price that some investors are willing to pay for New Match common stock.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This joint proxy statement/prospectus includes and incorporates by reference "forward-looking statements" within the meaning of the securities laws. All statements that are not historical facts are "forward-looking statements." The words "estimate," "project," "intend," "expect," "believe," "anticipate," and similar expressions, and statements concerning strategy, identify forward-looking statements. These forward-looking statements include, among others, statements regarding future financial performance, anticipated trends, and prospects in the markets and industries in which IAC, New IAC, Match, and New Match operate, business prospects and strategies, including the completion of the Separation, and anticipated financial position, liquidity, and capital needs, in each case relating to IAC, New IAC, Match, and New Match, as applicable. For those statements, IAC, New IAC, Match, and New Match each claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

        Forward-looking statements are estimates and projections reflecting IAC's, New IAC's, and Match's judgments and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Although IAC, New IAC, and Match believe that the estimates and projections reflected in the forward-looking statements are reasonable, these expectations may prove to be incorrect. Other unknown or unpredictable factors also could have material adverse effects on IAC's, New IAC's and New Match's future results, performance or achievements. When considering forward-looking statements, you should keep in mind the factors described under the caption "Risk Factors." Important factors, some of which are described under the caption "Risk Factors," that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, among others:

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        Each of IAC, New IAC and Match believes these forward-looking statements are reasonable. However, undue reliance should not be placed on any forward-looking statements, which are based on current expectations. None of IAC, New IAC and Match is under any obligation, and none of IAC, New IAC, Match and New Match intends, to make publicly available any update or other revisions to any of the forward-looking statements contained in this joint proxy statement/prospectus to reflect circumstances existing after the date of this joint proxy statement/prospectus or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.

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THE PARTIES TO THE SEPARATION

IAC

IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
Phone: (212) 314-7300

        IAC/InterActiveCorp is a Delaware corporation. IAC, initially a hybrid media/electronic retailing company, was incorporated in 1986 in Delaware under the name Silver King Broadcasting Company, Inc. After several name changes (first to HSN, Inc., then to USA Networks, Inc., USA Interactive, InterActiveCorp, and finally, to IAC/InterActiveCorp) and the completion of a number of significant corporate transactions over the years, the Company transformed itself into a leading media and Internet company. IAC today operates Vimeo, Dotdash and Care.com, among many other businesses, and also has majority ownership of both Match Group, which includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®, Pairs™, PlentyOfFish® and OurTime®, and ANGI Homeservices, which includes HomeAdvisor, Angie's List and Handy.

        In connection with the Separation, the ownership interests in the businesses of IAC (other than the businesses of Match) will be transferred to New IAC and cash will be contributed by IAC to New IAC. In addition, IAC will reclassify each share of (1) IAC common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and (ii) one share of IAC Series 1 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC common stock, and (2) IAC Class B common stock into (i) a number of shares of IAC Class M common stock equal to the Reclassification Exchange Ratio and (ii) one share of IAC Series 2 mandatorily exchangeable preferred stock that will automatically exchange into one new share of New IAC Class B common stock.

        For information regarding the results of IAC's historical operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in IAC's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. Please also see the Unaudited Pro Forma Condensed Combined Financial Statements of New IAC and the accompanying notes in Annex L.

        IAC's principal executive offices are located at 555 West 18th Street, New York, New York 10011. IAC's telephone number is (212) 314-7300.

New IAC

IAC Holdings, Inc.
555 West 18th Street
New York, NY 10011
Phone: (212) 314-7300

        IAC Holdings, Inc. is a Delaware corporation and a direct wholly owned subsidiary of IAC that was formed on November 19, 2019 for the purpose of holding the historical businesses of IAC (other than Match and the exchangeable notes issuers) following the Separation.

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New Match Merger Sub

Valentine Merger Sub LLC
555 West 18th Street
New York, NY 10011
Phone: (212) 314-7300

        Valentine Merger Sub LLC is a Delaware limited liability company and an indirect wholly owned subsidiary of IAC that was formed on December 16, 2019 for the purpose of effecting the Match merger. In the Match merger, Match will be merged with and into New Match Merger Sub, with New Match Merger Sub continuing as the surviving company and an indirect wholly owned subsidiary of New Match. To date, New Match Merger Sub has not conducted any material activities other than those incidental to its formation and the matters contemplated by the transaction agreement.

Match

Match Group, Inc.
8750 North Central Expressway, Suite 1400
Dallas, TX 75231
Phone: (214) 576-9352

        Match Group, Inc. (NASDAQ: MTCH) is a Delaware corporation. Match, through its portfolio companies, is a leading provider of dating products available globally. Its portfolio of brands includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®, Pairs™, PlentyOfFish®, and OurTime®, as well as a number of other brands, each designed to increase Match's users' likelihood of finding a meaningful connection. Through its portfolio companies and their trusted brands, Match provides tailored products to meet the varying preferences of its users. Match's products are available in over 40 languages to its users all over the world.

        In connection with the Separation, Match will merge with and into New Match Merger Sub, with New Match Merger Sub surviving the Match merger as an indirect wholly owned subsidiary of New Match. Match stockholders (other than IAC, Match and any wholly owned subsidiary of IAC or Match) will receive, through the Match merger, in exchange for each outstanding share of Match common stock that they hold, the right to receive one share of New Match common stock and, at the holder's election, either (i) $3.00 in cash or (ii) a fraction of a share of New Match common stock with a value of $3.00, calculated based on the Match VWAP (which we refer to as an "additional stock election"). Holders of Match common stock who do not make an election will be treated as having made an additional stock election.

        Additional information about Match and its subsidiaries is included in the documents incorporated by reference in this joint proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

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RECENT DEVELOPMENTS

Care.com Acquisition

        On December 20, 2019, IAC announced that it had entered into a merger agreement to acquire Care.com, Inc., a leading global platform for finding and managing family care designed to meet the evolving needs of today's families and caregivers, offering everything from household tax and payroll services and customized corporate benefits packages covering the care needs of working families, to innovating new ways for caregivers to be paid and obtain professional benefits. On February 11, 2020, IAC, through its directly owned acquisition subsidiary, completed the acquisition of Care.com for an aggregate purchase price of approximately $500 million, net of cash acquired.

        IAC's interests in Care.com will be contributed to New IAC before the Separation.

Resignation of Chief Executive Officer of Match

        On January 28, 2020, Amanda Ginsberg, Chief Executive Officer of Match, resigned from her roles as Chief Executive Officer and member of the Match board of directors, effective March 1, 2020.

        On January 28, 2020, the Match board of directors appointed Sharmistha Dubey, Match's President, to succeed Ms. Ginsberg as Match's Chief Executive Officer, effective March 1, 2020.

        On January 28, 2020, the Match board of directors appointed Gary Swidler, Match's Chief Financial Officer, to the additional role of Chief Operating Officer, effective March 1, 2020.

Real Estate Contribution Agreement

        On December 19, 2019, in connection with the execution of the transaction agreement, TMC Realty, L.L.C., a Delaware limited liability company, and 8831-8833 Sunset, LLC, a Delaware limited liability company (each a subsidiary of IAC, and together the "real estate contributors"), and Match entered into a contribution agreement (which we refer to as the "real estate contribution agreement"). The transactions contemplated by the real estate contribution agreement were completed on January 31, 2020, at which time two office buildings in Los Angeles, located at 8800 West Sunset Boulevard and 8833 West Sunset Boulevard, were contributed to two wholly owned subsidiaries of Match by the real estate contributors in exchange for an aggregate of 1,378,371 shares of Match common stock issued as consideration. For additional information, please see the section of this joint proxy statement/prospectus entitled "Transaction Agreement—Ancillary Agreements—Real Estate Transactions."

Issuance of Match Notes

        On February 11, 2020, Match issued $500 million in aggregate principal amount of 4.125% senior notes due 2030 by way of a private offering, with gross proceeds from the offering of approximately $500 million. The proceeds from the issuance of the senior notes, together with cash on hand, will be used to pay expenses associated with the offering and to fund the Match loan.

Match Credit Agreement Amendment

        On February 13, 2020, Match entered into an amendment to its existing credit agreement to, among other things: (i) increase the aggregate amount of commitments under the revolving credit facility thereunder to $750 million; (ii) extend the maturity date of the revolving credit facility thereunder to February 13, 2025; (iii) extend the maturity date of the term loan facility thereunder to February 13, 2027; (iv) reduce the applicable interest rate margins with respect to the revolving credit facility and the term loan facility; and (v) make certain other changes to the covenants, events of default and other provisions therein.

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THE IAC ANNUAL MEETING

Date, Time and Place

        The IAC annual meeting will be a virtual meeting held on June 25, 2020, 11:00 a.m. Eastern Time, unless the annual meeting is adjourned or postponed. Stockholders will be able to attend the IAC annual meeting by visiting www.virtualshareholdermeeting.com/IACI2020. To participate in the IAC annual meeting, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

Purpose of the IAC Annual Meeting; IAC Proposals

        The purpose of the IAC annual meeting is for the IAC stockholders to vote on the following proposals:

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Recommendation of the IAC Board of Directors

        In connection with the execution of the transaction agreement, the IAC board of directors has unanimously (i) determined that the transaction agreement and the transactions contemplated by the transaction agreement, including the Transactions, are in the best interests of IAC and its stockholders, (ii) approved the transaction agreement and the transactions contemplated by the transaction agreement, including the Transactions, (iii) declared advisable each of the proposed amendments to the IAC certificate of incorporation that are the subject of the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal and the Other New Match Charter Amendments Proposal and resolved to recommend the approval of the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal, the Other New Match Charter Amendments Proposal, the IAC Class M Common Stock Issuance Proposal and the IAC Incentive Plan Proposal to the holders of IAC capital stock and (iv) directed that the proposed amendments to the IAC certificate of incorporation that are the subject of the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal, the Other New Match Charter Amendments Proposal, the IAC Class M Common Stock Issuance Proposal, the IAC Incentive Plan Proposal and the IAC Adjournment Proposal be submitted to the holders of IAC capital stock for their approval.

        For a discussion of the factors that the IAC board of directors considered in determining to recommend in favor of the Separation Proposal, the New Match Board Classification Proposal, the Prohibition of Stockholder Written Consent Proposal, the Other New Match Charter Amendments Proposal, the IAC Class M Common Stock Issuance Proposal and the IAC Incentive Plan Proposal, see the section of this joint proxy statement entitled "The Separation—IAC's Reasons for the Separation; Recommendation of the IAC Board of Directors."

IAC Record Date; Stockholders Entitled to Vote

        Holders of IAC common stock and IAC Class B common stock at the close of business on May 4, 2020, the record date for the IAC annual meeting established by the IAC board of directors, are entitled to receive notice of the IAC annual meeting and to vote their shares at the IAC annual meeting and any related adjournments or postponements.

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        At the close of business on April 15, 2020, the most recent date for which information was available prior to the filing of this joint proxy statement/prospectus, there were 79,240,210 shares of IAC common stock and 5,789,499 shares of IAC Class B common stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting. Holders of IAC common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share.

Voting by Directors and Executive Officers of IAC

        As of the close of business on April 15, 2020, IAC's directors, executive officers and their respective affiliates held 817,444 shares of IAC common stock and 5,789,499 shares of IAC Class B common stock. This represents approximately 1% of the shares of IAC common stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting when voting as a separate class; 100% of the outstanding shares of IAC Class B common stock entitled to vote as of the record date for the IAC annual meeting when voting as a separate class; and approximately 7.8% of the shares (and approximately 42.8% of the total voting power) of IAC capital stock expected to be outstanding and entitled to vote as of the record date for the IAC annual meeting, when voting together as a single class.

        IAC currently expects that the IAC directors and executive officers will vote their shares of IAC common stock and IAC Class B common stock in favor of the proposals to be considered at the annual meeting, although none of them is obligated to do so. For more information on the required vote for the proposals to be considered at the IAC annual meeting and the beneficial ownership of IAC capital stock, see the sections entitled "IAC Annual Meeting—Required Vote" and "IAC Security Ownership of Certain Beneficial Owners and Management," respectively.

Quorum; Abstentions and Broker Non-Votes

        The presence at the IAC annual meeting, in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of IAC common stock and IAC Class B common stock at the IAC annual meeting constitutes a quorum. Stockholders who participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. When the holders of IAC common stock vote as a separate class, the presence at the IAC annual meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. When the holders of IAC Class B common stock vote as a separate class, the presence at the IAC annual meeting of holders of a majority of the total votes entitled to be cast by holders of IAC Class B common stock is required for a quorum to be met. Shares of IAC common stock and IAC Class B common stock represented by proxy will be treated as present at the IAC annual meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

        Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of outstanding shares or the number of shares present at the annual meeting and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting. Accordingly, an abstention will have the following effects with respect to the proposals submitted for consideration at the IAC annual meeting:

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        Shares represented by broker non-votes are not treated as shares entitled to vote. Accordingly, a broker non-vote will have the following effects with respect to the proposals submitted for consideration at the IAC annual meeting:

Required Vote

        The votes required for each proposal are as follows:

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How to Vote

        Stockholders may vote using any of the following methods:

        You may also participate in the IAC annual meeting online at www.virtualshareholdermeeting.com/IACI2020 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

        For IAC shares held in street name, holders may submit a proxy online or by telephone before the date of the IAC annual meeting if their broker, bank and/or other holder of record makes these methods available. If you submit a proxy online or by telephone, DO NOT request and return a printed proxy card from IAC or from your broker, bank and/or other holder of record. If you hold your shares through a broker, bank and/or other holder of record, follow the voting instructions you receive from your broker, bank and/or other holder of record.

Voting of Proxies

        Shares will be voted in accordance with the instructions provided by an IAC stockholder who has voted by internet, by telephone or by completing, signing, dating and mailing a proxy card or voting instruction card. If you are an IAC stockholder of record and you sign, date and return your proxy

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card but do not indicate how you want to vote and do not indicate that you wish to abstain, your shares will be voted "FOR" the Separation Proposal, "FOR" the New Match Board Classification Proposal, "FOR" the Prohibition of Stockholder Written Consent Proposal, "FOR" the Other New Match Charter Amendments Proposal, "FOR" the IAC Class M Common Stock Issuance Proposal, "FOR" the IAC Incentive Plan Proposal, "FOR" the IAC Adjournment Proposal, "FOR" the election to the board of each of the nominees for director named in this joint proxy statement/prospectus, "FOR" the Accounting Firm Ratification Proposal, "FOR" the Say On Pay Vote Proposal, and in the discretion of the proxy holders on any other matter that may properly come before the meeting at the discretion of the IAC board of directors.

Revoking Your Proxy

        If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the IAC annual meeting by:

        To change your vote or revoke your proxy, follow the instructions provided on the proxy card to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. You may request a new proxy card by calling IAC's proxy solicitor, Georgeson, LLC, at 800-891-3214.

        If you hold your IAC shares through a broker, bank or other holder of record, follow the instructions that you receive from your broker, bank or other holder of record if you wish to revoke your proxy.

Attending the Annual Meeting

        IAC stockholders as of the close of business on the record date, or their duly appointed proxies, may attend the IAC annual meeting. To participate in the annual meeting online at www.virtualshareholdermeeting.com/IACI2020, you will need the sixteen-digit control number included on your proxy card or the instructions that accompanied your proxy materials.

Adjournments and Postponements

        Although it is not currently expected, the IAC annual meeting may be adjourned or postponed if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the IAC annual meeting to approve the proposals described in this joint proxy statement/prospectus or in the absence of a quorum.

        The chairman of the IAC annual meeting or a majority of the voting power of the shares of IAC capital stock represented at the IAC annual meeting may adjourn the IAC annual meeting from time to time, whether or not there is a quorum. If the IAC annual meeting is adjourned to another time or place, except as required by law, notice of the adjourned meeting need not be given if the time, place, if any, thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken, if the adjournment is for not more than thirty (30) days,

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and if no new record date is fixed for the adjourned meeting. At the adjourned meeting, IAC may transact any business that might have been transacted at the IAC annual meeting. Adjournments and postponements are subject to certain restrictions in the transaction agreement (as described in "The Transaction Agreement—Efforts to Hold the IAC Annual Meeting").

Solicitation of Proxies

        IAC bears all expenses incurred in connection with the solicitation of proxies for the IAC annual meeting. In addition to solicitations by mail, directors, officers and employees of IAC may solicit proxies from stockholders by telephone, letter, facsimile, email or in person.

        In addition, IAC has retained Georgeson, LLC to distribute proxy solicitation materials to brokers, banks and other holders of record and to assist in the solicitation of proxies from IAC stockholders. The fee for such firm's services is estimated to be approximately $15,000, plus reimbursement for their reasonable out-of-pocket expenses.

        Following the initial mailing of the proxy materials, IAC will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of IAC common stock and to request authority for the exercise of proxies. In such cases, IAC, upon the request of these holders, will reimburse these parties for their reasonable expenses.

IAC Stockholder List

        A list of IAC stockholders entitled to vote at the annual meeting will be available for examination by any IAC stockholder at the annual meeting. During the 10-day period preceding the date of the annual meeting, this stockholder list will be available for inspection by IAC stockholders, subject to compliance with applicable provisions of Delaware law, during ordinary business hours at the corporate offices of IAC located at 555 West 18th Street, New York, New York 10011.

Other Business

        The IAC board of directors does not presently intend to bring any business before the IAC annual meeting other than the proposals discussed in this joint proxy statement/prospectus and specified in the notice of annual meeting of stockholders. The IAC board of directors has no knowledge of any other matters to be presented at the IAC annual meeting other than those described in this joint proxy statement/prospectus. If other matters are properly presented at the IAC annual meeting for consideration, the three IAC officers who have been designated as proxies for the IAC annual meeting, Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, will have the discretion to vote on those matters for stockholders who have submitted their proxy.

Assistance

        If you need assistance in voting or completing your proxy card or have questions regarding the annual meeting, please contact Georgeson, LLC, the proxy solicitor for IAC, by mail at 1290 Avenue of the Americas, 9th Floor, New York, New York, 10104 or by telephone at 800-891-3214.

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Proposal No. 1: Separation Proposal

Overview

        IAC has proposed the separation of the businesses of Match from the remaining businesses of IAC through a series of transactions that will result in the pre-transaction stockholders of IAC owning shares in two, separate public companies—(1) IAC, which will be renamed "New Match" and which will own the businesses of Match and certain IAC financing subsidiaries, and (2) New IAC, which will be renamed "IAC/InterActiveCorp" and which will own IAC's other businesses—and the pre-transaction stockholders of Match (other than IAC) owning shares in New Match.

        IAC will effect the Separation through amendments to its certificate of incorporation that will:

        The full text of the amendments described in the Separation Proposal is set forth in Annex B to this joint proxy statement/prospectus. You are urged to read the full text of the amendments in their entirety because they will amend the legal document that governs IAC (and, if the separation is completed, New Match).

        If IAC's stockholders approve the Separation Proposal and IAC completes the Separation, the holders of IAC common shares outstanding immediately prior to the Separation would initially own all of the New IAC common shares outstanding immediately following the Separation and a percentage of the New Match common shares outstanding immediately following the Separation that is proportionate to IAC's existing ownership interest in Match, subject to certain adjustments.

        Approval of the Separation Proposal is a condition to closing the transactions described in the transaction agreement. IAC will only implement the Separation Proposal if (i) each of the IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the Separation Proposal if IAC and Match are not proceeding with the Separation).

        Approval of the Separation Proposal requires (i) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC common stock entitled to vote on such matter, voting as a separate class; (ii) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC Class B common stock entitled to vote on such matter, voting as a separate class; and (iii) the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

Recommendation

        Based upon the factors described under "Background of the Transactions" and "IAC's Reasons for the Transactions; Recommendation of the IAC Board of Directors," the IAC board of directors has unanimously (i) determined that the proposed amendments to the IAC certificate of incorporation are

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in the best interests of IAC and its stockholders, (ii) approved the proposed amendments to the IAC certificate of incorporation, (iii) declared advisable each of the proposed amendments to the IAC certificate of incorporation and resolved to recommend the amendments to the holders of IAC capital stock and (iv) directed that the proposed amendments to the IAC certificate of incorporation be submitted to the holders of IAC capital stock for their approval.

        The IAC board of directors unanimously recommends that IAC stockholders vote "FOR" the Separation Proposal.

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Proposal No. 2: New Match Board Classification Proposal

Overview

        In connection with the Separation, IAC has proposed to classify the New Match board of directors and to allow New Match stockholders to vote on the election of the directors on a staggered basis, rather than on an annual basis. If this proposal is approved by the IAC stockholders at the IAC annual meeting, the New Match board of directors will be divided into three classes at the closing, designated Class I, Class II and Class III, each consisting of approximately one-third of the total number of directors constituting the New Match board of directors. The directors designated to these classes will serve for the following initial terms:

        At each annual meeting of stockholders of New Match following the closing, directors elected to succeed those directors whose terms expire will be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

        The amendments included in the New Match Board Classification Proposal also provide for the following, in addition to ministerial changes:

        The full text of the amendments described in the New Match Board Classification Proposal is set forth in Annex C to this joint proxy statement/prospectus. You are urged to read the full text of the amendments in their entirety because they will amend the legal document that governs IAC (and, if the separation is completed, New Match).

        IAC will only implement the New Match Board Classification Proposal if (i) each of the Separation Proposal, IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the New Match Board Classification Proposal if IAC and Match are not proceeding with the Separation).

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        Approval of the New Match Board Classification Proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

Recommendation

        The IAC board of directors has determined that, as a result of the Separation and Match ceasing to be a controlled company, New Match may be more vulnerable than in the past to the possibility of a hostile takeover at a price which does not provide full value to New Match's stockholders. Accordingly, the IAC board of directors believes that it is prudent for IAC stockholders to give the New Match board of directors a stronger position to negotiate with a potential acquiror, should one appear, by providing for additional safeguards to the composition of the New Match board of directors following the Separation. As a consequence of the proposed amendments, at least two stockholders' annual meetings, instead of one, would generally be required for stockholders to effect a change in majority control of the New Match board of directors. The IAC board of directors believes that a longer period of time being required to elect a majority of the directors will help mitigate the increased susceptibility to unsolicited takeover activity.

        Although proposed and effected takeovers or changes in management without prior consultation and negotiation with the New Match board of directors would not necessarily be detrimental to New Match and its stockholders, the IAC board of directors believes that the benefits of seeking to protect the ability to negotiate with the proponent of an unfriendly or unsolicited proposal to take over or restructure New Match outweigh the disadvantages of discouraging such proposals.

        Accordingly, the IAC board of directors has unanimously (i) determined that the proposed amendments to the IAC certificate of incorporation are in the best interests of IAC and its stockholders, (ii) approved the proposed amendments to the IAC certificate of incorporation, (iii) declared advisable each of the proposed amendments to the IAC certificate of incorporation and resolved to recommend the amendments to the holders of IAC capital stock and (iv) directed that the proposed amendments to the IAC certificate of incorporation be submitted to the holders of IAC capital stock for their approval.

        The IAC board of directors recommends that IAC stockholders vote "FOR" the New Match Board Classification Proposal.

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Proposal No. 3: Prohibition of Stockholder Written Consent Proposal

Overview

        In connection with the Separation, IAC has proposed to prohibit action by written consent of stockholders of New Match in lieu of a stockholder meeting, subject to any rights of holders of preferred stock.

        The full text of the amendments described in the Prohibition of Stockholder Written Consent Proposal is set forth in Annex D to this joint proxy statement/prospectus. You are urged to read the full text of the amendments in their entirety because they will amend the legal document that governs IAC (and, if the separation is completed, New Match).

        IAC will only implement the Prohibition of Stockholder Written Consent Proposal if (i) each of the Separation Proposal, IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the Prohibition of Stockholder Written Consent Proposal if IAC and Match are not proceeding with the Separation).

        Approval of the Prohibition of Stockholder Written Consent Proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

Recommendation

        The IAC board of directors believes that prohibiting New Match stockholders from acting by written consent will make it more difficult for a potential hostile bidder to circumvent or change abruptly the entire New Match board of directors without the approval and cooperation of the incumbent directors.

        Companies that allow stockholder action by written consent are particularly vulnerable to activism campaigns and hostile bidders seeking to replace the board because stockholders can remove the incumbent directors at any time of the year and not only at a meeting of the stockholders. For example, if a target company permits stockholders to act by written consent, a hostile bidder could engage in a consent solicitation, allowing the hostile bidder to gain control of the target's board once it obtains consents from a majority of the outstanding shares. By contrast, if stockholders do not have the right to act by written consent, a hostile bidder must delay their campaign until the next annual meeting—which may be up to twelve months away—before taking such action, or, if the company's organizational documents permit, seek to call a special meeting, which may be procedurally more burdensome and expensive. In that time, the hostile bidder may decide to drop its bid, hesitant to wait around for a stockholder meeting in which it is uncertain that a majority of the board will be replaced.

        The amendment will work to reduce the risks of a potential hostile takeover by preventing stockholders from acting in concert in the absence of a stockholders meeting being convened. Putting a limit on stockholders' right to act by written consent in the certificate of incorporation will place the New Match board of directors in a better negotiating position against a potential hostile bidder, allowing directors to protect the interests of the stockholders by fending off unfair or undesirable bids.

        Accordingly, the IAC board of directors has unanimously (i) determined that the proposed amendments to the IAC certificate of incorporation are in the best interests of IAC and its stockholders, (ii) approved the proposed amendments to the IAC certificate of incorporation, (iii) declared advisable each of the proposed amendments to the IAC certificate of incorporation and resolved to recommend the amendments to the holders of IAC capital stock and (iv) directed that the proposed amendments to the IAC certificate of incorporation be submitted to the holders of IAC capital stock for their approval.

        The IAC board of directors recommends that IAC stockholders vote "FOR" the Prohibition of Stockholder Written Consent Proposal.

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Proposal No. 4: Other New Match Charter Amendments Proposal

Overview

        Following the Separation, New Match will consist of the businesses of Match and the exchangeable notes issuers, and New IAC will own the other historical business of IAC. In light of this change in ownership of IAC and Match's historical businesses, IAC has proposed to amend the IAC certificate of incorporation (which will be the certificate of incorporation of New Match following the Separation) as follows:

Renaming IAC as "Match Group, Inc."

        The IAC board of directors is asking that you approve an amendment to the IAC certificate of incorporation that would provide that New Match will be renamed "Match Group, Inc." following the Separation

Renaming IAC Class M common stock as the common stock of Match Group, Inc.

        The IAC board of directors is asking that you approve an amendment to the IAC certificate of incorporation that would provide that, following the Separation, (i) the IAC Class M common stock be renamed to "common stock" and (ii) all classes and series of authorized capital stock of New Match as of prior to the completion of the Separation will be eliminated other than New Match common stock and New Match preferred stock.

        The full text of the amendments described in the Other New Match Charter Amendments Proposal is set forth in Annex E to this joint proxy statement/prospectus. You are urged to read the full text of the amendments in their entirety because they will amend the legal document that governs IAC (and, if the separation is completed, New Match).

        IAC will only implement the Other New Match Charter Amendments Proposal if (i) each of the Separation Proposal, IAC Class M Stock Issuance Proposal and IAC Incentive Plan Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the Other New Match Charter Amendments Proposal if IAC and Match are not proceeding with the Separation).

        If the Other New Match Charter Amendments Proposal is not approved, but the Separation is effected, New Match has agreed in the transaction agreement, promptly following the effective time of the Match merger, to file a certificate of amendment to the New Match certificate of incorporation to change its name to "Match Group, Inc." which the DGCL permits without a stockholder vote.

        Approval of the Other New Match Charter Amendments Proposal requires the affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of IAC capital stock entitled to vote on such matter, voting together as a single class.

Recommendation

        The IAC board of directors has unanimously (i) determined that the proposed amendments to the IAC certificate of incorporation are in the best interests of IAC and its stockholders, (ii) approved the proposed amendments to the IAC certificate of incorporation, (iii) declared advisable each of the proposed amendments to the IAC certificate of incorporation and resolved to recommend the amendments to the holders of IAC capital stock and (iv) directed that the proposed amendments to the IAC certificate of incorporation be submitted to the holders of IAC capital stock for their approval.

        The IAC board of directors recommends that IAC stockholders vote "FOR" the Other New Match Charter Amendments Proposal.

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Proposal No. 5: IAC Class M Common Stock Issuance Proposal

Overview

        Under the terms of the transaction agreement, it is contemplated that IAC (or New Match) will issue shares of IAC Class M common stock (or New Match common stock) in connection with the Reclassification, the Match merger and potentially the IAC Class M equity offering, in each case, as further described in the section of this joint proxy statement/prospectus entitled "The Transaction Agreement."

        As a result of IAC's listing on NASDAQ, issuances of IAC's common stock are subject to the Nasdaq Marketplace Rules, including Rule 5635(d), which requires IAC to obtain stockholder approval prior to the issuance of securities in connection with a transaction, other than a public offering, involving the sale, issuance or potential issuance of IAC's common stock (or securities convertible into or exercisable for shares of IAC's common stock) at a price less than the greater of book or market value if such issuance would represent 20% or more of IAC's common stock or voting power of IAC outstanding before the issuance (the "NASDAQ 20% Rule"). In order to comply with the NASDAQ 20% Rule and to satisfy conditions under the transaction agreement, IAC is seeking stockholder approval to permit issuance of 20% or more of IAC's common stock in connection with the transactions contemplated by the transaction agreement, including the Reclassification, the Match merger, and, if IAC elects to complete the IAC Class M equity offering, in the IAC Class M equity offering.

        Approval of the IAC Class M Common Stock Issuance Proposal is a condition to closing the transactions described in the transaction agreement.

        The IAC Class M Common Stock Issuance Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

Recommendation

        The IAC board of directors recommends that IAC stockholders vote "FOR" the IAC Class M Common Stock Issuance Proposal.

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Proposal No. 6: IAC Incentive Plan Proposal

Proposal and Required Vote

        The IAC board of directors adopted the IAC/InterActiveCorp 2020 Stock and Annual Incentive Plan (the "Separation Option Plan") on March 27, 2020, subject to approval by IAC's stockholders.

        Approval of the Separation Option Plan requires the affirmative vote of the holders of a majority of the voting power of shares of IAC capital stock present in person or represented by proxy and voting together.

Overview

        Options to purchase IAC common stock that are outstanding as of December 19, 2019, and immediately prior to the completion of the Separation ("Old IAC options"), will convert into options to purchase New IAC common stock ("New IAC options") and options to purchase New Match common stock ("Converted New Match Options") in a manner that preserves the spread value of the options immediately before and immediately after the adjustment, with the allocation between the two options based on the value of a share of New IAC common stock relative to the value of a share of New Match common stock multiplied by the Reclassification Exchange Ratio.

        Upon completion of the Separation, the Separation Option Plan automatically will become the Match Group, Inc. 2020 Stock and Annual Incentive Plan covering Converted New Match Options. The Converted New Match Options under the Separation Option Plan will dilute New Match stockholders.

        The purpose of the Separation Option Plan is to cover Converted New Match Options that result from the conversion of Old IAC options upon the completion of the Separation. The Separation Option Plan is not intended to replenish the supply of shares available for New Match equity awards and IAC makes no representations regarding any such future needs.

        The Separation Option Plan, if approved by IAC stockholders, will become effective only if and when the Separation is completed.

Summary of Terms of the Separation Option Plan

        The principal features of the Separation Option Plan are described below. This summary is qualified in its entirety by reference to the full text of the Separation Option Plan, a copy of which is attached as Annex F to this joint proxy statement/prospectus. The disclosure below assumes that the Separation is completed and that the Separation Option Plan automatically will become the Match Group, Inc. 2020 Stock and Annual Incentive Plan covering Converted New Match Options. The Separation Option Plan, if approved by IAC stockholders, will become effective only if and when the Separation is completed.

        Administration.    The Separation Option Plan will be administered by a committee of the New Match board of directors as the New Match board of directors may from time to time designate (for purposes of this summary, the "Committee"). The individuals to receive Converted New Match Options, the number of shares of New Match common stock underlying the Converted New Match Options and the terms and conditions of the Converted New Match Options will be determined and governed by the employee matters agreement. See "The Transaction Agreement—Ancillary Agreements—Employee Matters Agreement."

        Term.    Each Converted New Match Option will have the same term as its corresponding Old IAC option, ten years from the grant date of the corresponding Old IAC option.

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        Eligibility.    Converted New Match Options will be granted only to individuals who hold Old IAC options that are outstanding on both December 19, 2019 and immediately prior to the Separation and only in respect of such Old IAC options.

        As of April 15, 2020, 68 IAC employees held 4,616,319 Old IAC options that would convert in part into Converted New Match Options and seven Match employees held 24,250 Old IAC options that would convert in part into Converted New Match Options. No other employees of IAC or Match will be eligible to receive awards under the Separation Option Plan.

        Shares Subject to the Separation Option Plan.    The Separation Option Plan provides that the aggregate number of shares of IAC common stock subject to grant under the Separation Option Plan cannot exceed 5,000,000, subject to adjustment in certain circumstances to prevent dilution or enlargement. Upon completion of the Separation, the share limit described above automatically will be adjusted by multiplying the limit by the Reclassification Exchange Ratio. The shares of New Match common stock subject to grant under the Separation Option Plan may be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the New Match board of directors.

        Stock Options.    The Separation Option Plan covers only Converted New Match Options. All Converted New Match Options will be non-qualified stock options. Other than the adjustments to the exercise price and the number of shares covered, each Converted New Match Option will have the same material terms and conditions as its corresponding Old IAC option. Each Old IAC Option has an exercise price equal to or greater than the fair market value of IAC common stock on the grant date of the Old IAC Option. The closing price of IAC common stock, as reported on the NASDAQ Stock Market, on April 15, 2020 was $207.16 per share. Except as provided in the Employee Matters Agreement, Converted New Match Options cannot be repriced without stockholder approval.

        Holders of Converted New Match Options may pay the exercise price (i) in cash, (ii) if approved by the Committee, in shares of New Match common stock covered by the Separation Option Plan (valued at fair market value), (iii) with a combination of cash and shares of New Match common stock covered by the Separation Option Plan, (iv) by way of a cashless exercise through a broker approved by New Match or (v) by withholding shares of New Match common stock covered by the Separation Option Plan that are otherwise receivable on exercise.

        Each holder of a Converted New Match Option will have the same period of time following termination of employment to exercise vested options as provided for in the terms of the corresponding Old IAC option. Generally, vested New Match stock options will remain exercisable for one (1) year after death, disability or retirement and for ninety (90) days after a termination of employment for any other reason. Vested New Match stock options also terminate upon a termination of employment for cause. New Match stock options are transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order or as otherwise expressly permitted by the Committee (including, if so permitted, pursuant to a transfer to family members or a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise).

        Change in Control.    In the event that, upon a termination of employment (other than for cause or disability) or resignation for good reason during the two (2) year period following a change in control, all vested New Match stock options outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will remain exercisable for the greater of (i) the period that they would have remained exercisable absent the change in control provision and (ii) the lesser of the original term or one (1) year following such termination or resignation.

        Amendment and Discontinuance.    The Separation Option Plan may be amended, altered or discontinued by the New Match board of directors, but no amendment, alteration or discontinuance may impair the rights of award holders without their consent. Amendments to the Separation Option

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Plan will require stockholder approval to the extent such approval is required by applicable law or the listing standards of the applicable exchange. If approved by IAC stockholders, the Separation Option Plan will terminate on the 10th anniversary of the effective date of the plan, with the effective date expected to be the date on which the Mandatory Exchange Effective Time (as defined in the transaction agreement) occurs.

Separation Option Plan Benefits

        The purpose of the Separation Option Plan is to cover Converted New Match Options. New Match will not grant any awards under the Separation Option Plan, other than the Converted New Match Options. Because the Reclassification Exchange Ratio is not determinable as of the date of this joint proxy statement/prospectus, the benefits and amounts that will be received or allocated under the Separation Option Plan are not determinable at this time.

        The table below reflects the number of shares of IAC common stock covered by Old IAC options outstanding as of April 15, 2020, all of which would convert into Converted New Match Options, for the IAC named executives as a group, all other IAC employees as a group and all IAC non-employee directors as a group.

 
  Number of
Shares
Underlying
Old IAC
Stock Options
  Old IAC
Stock Option
Exercise Price
($)
 

All named executive officers, as a group

    3,862,505   $ 66.27 (1)

All other employees, as a group

    753,814   $ 61.12 (1)

All non-employee directors, as a group

      $  

(1)
Reflects the weighted average exercise prices of Old IAC stock options held by this group of award recipients.

        The table below reflects the number of shares of IAC common stock covered by Old IAC options, all of which would convert into Converted New Match Options, for the Match named executives as a group, all other Match employees as a group and all Match non-employee directors as a group.

 
  Number of
Shares
Underlying
Old IAC
Stock Options
  Old IAC
Stock Option
Exercise Price
($)
 

All named executive officers, as a group

    15,000   $ 65.22 (1)

All other employees, as a group

    9,250   $ 56.63 (1)

All non-employee directors, as a group

      $  

(1)
Reflects the weighted average exercise prices of Old IAC stock options held by this group of award recipients.

U.S. Federal Income Tax Consequences

        The following is a summary of certain U.S. federal income tax consequences of Converted New Match Options to be made under the Separation Option Plan based upon the laws in effect as of the date of this proxy statement. The discussion is general in nature and does not take into account a number of considerations which may apply in light of individual circumstances under the Separation Option Plan. Income tax consequences under applicable state and local tax laws may not be the same as under U.S. federal income tax laws.

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        Non-Qualified Stock Options.    Holders of Converted New Match Options will not recognize taxable income when a non-qualified stock option is granted and there will not be a corresponding tax deduction at such time. Holders of Converted New Match Options will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon the exercise of a non-qualified stock option equal to the excess of the Fair Market Value of the shares of New Match common stock purchased over their exercise price and there will generally be a corresponding tax deduction, except to the extent the deduction limits of Section 162(m) of the Internal Revenue Code of 1986, as amended (which we refer to as the "Code"), apply.

        Section 162(m).    Under Section 162(m) of the Code, compensation (including compensation under the Separation Option Plan) in any calendar year in excess of $1 million for any individual who serves as a named executive in 2020 or thereafter will not be deductible, unless such compensation is grandfathered under the Tax Cuts and Jobs Act of 2017.

        The foregoing general tax discussion is intended for the information of IAC stockholders in connection with considering how to vote with respect to the IAC Incentive Plan Proposal and not as tax guidance to individuals who receive Converted New Match Options under the Separation Option Plan. Holders of Converted New Match Options under the Separation Option Plan are strongly urged to consult their own tax advisors regarding the U.S. federal, state, local, foreign and other tax consequences to them of participating in the Separation Option Plan.

        Approval of the IAC Incentive Plan Proposal is a condition to closing the transactions described in the transaction agreement. IAC will only implement the IAC Incentive Plan Proposal if (i) each of the Separation Proposal and IAC Class M Common Stock Issuance Proposal receives the required approval from the IAC stockholders and (ii) the Transaction Proposal receives the required approval from the Match stockholders (and will not implement the IAC Incentive Plan Proposal if IAC and Match are not proceeding with the Separation).

        The IAC Incentive Plan Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

Recommendation

        The IAC board of directors recommends that IAC stockholders vote "FOR" the IAC Incentive Plan Proposal.

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Proposal No. 7: IAC Adjournment Proposal

Overview

        IAC stockholders are being asked to approve a proposal that will give IAC the authority to adjourn or postpone the annual meeting, if necessary or appropriate, including to solicit additional proxies in favor of the proposals described in this joint proxy statement/prospectus if there are insufficient votes at the time of the annual meeting to approve the proposals described in this joint proxy statement/prospectus or in the absence of a quorum. If this adjournment proposal is approved, the annual meeting could be adjourned by the board to any date (subject to certain restrictions in the transaction agreement). In addition, the board could postpone the annual meeting before it commences (subject to certain restrictions in the transaction agreement). If the annual meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time before their use. If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you sign and return a proxy and you indicate that you wish to vote in favor of the proposal to adopt the transaction agreement but do not indicate a choice on the adjournment proposal, your shares of common stock will be voted in favor of the adjournment proposal.

        IAC does not anticipate calling a vote on this proposal if the other proposals described in this joint proxy statement/prospectus are approved by the requisite number of shares of IAC capital stock at the annual meeting.

        The IAC Adjournment Proposal requires approval by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on the matter (provided that a quorum is present).

Recommendation

        The vote on the adjournment proposal is a vote separate and apart from the vote on the other proposals. Accordingly, you may vote to approve any other proposal, and vote not to approve the adjournment proposal and vice versa.

        The IAC board of directors recommends that IAC stockholders vote "FOR" the IAC Adjournment Proposal.

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Proposal No. 8: Election of Directors

Overview

Proposal and Required Vote

        At the IAC annual meeting, a board of directors consisting of 11 directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from the board of directors of IAC, including in connection with the completion of the Separation). Information concerning director nominees, all of whom are incumbent directors of IAC and have been recommended by the Nominating Committee of the IAC board of directors for re-election, appears below. Although IAC management does not anticipate that any of the persons named below will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the IAC board of directors.

        The election of each of Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC capital stock, voting together as a single class.

        The IAC board of directors has designated Bryan Lourd, Alan G. Spoon and Richard F. Zannino as nominees for those positions on the IAC board of directors to be elected by the holders of IAC common stock voting as a separate class. The election of each of them as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock, voting as a separate class.

Recommendation

        Both the Nominating Committee and the full IAC board of directors recommend that IAC stockholders vote "FOR" the election of all director nominees.

Information Concerning Director Nominees

        Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Nominating Committee and the IAC board of directors believe provide IAC with the perspective and judgment needed to guide, monitor and execute its strategies.

        Chelsea Clinton, age 40, has been a director of IAC since September 2011. Since March 2013, Ms. Clinton has served as Vice Chair of the Clinton Foundation, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. Ms. Clinton also currently teaches at Columbia University's Mailman School of Public Health. Ms. Clinton has served as a member of the board of directors of the Clinton Health Access Initiative since September 2011 and previously served as a member of the board of directors of the Clinton Foundation from September 2011 to February 2013. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university's global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. Ms. Clinton has served as a member of the boards of directors of Expedia Group, Inc. (formerly Expedia, Inc.) since March 2017 and Nurx, a telemedicine start-up company, since June 2018. In addition to her for-profit affiliations, Ms. Clinton currently serves on the boards of directors of The

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School of American Ballet, the Africa Center, the Weill Cornell Medical College, Clover Health and Columbia University's Mailman School of Public Health, and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. In nominating Ms. Clinton, the IAC board of directors considered her broad public policy experience and keen intellectual acumen, which together the IAC board of directors believes continue to bring a fresh and youthful perspective to IAC's businesses and initiatives.

        Barry Diller, age 78, has been a director and Chairman and Senior Executive of IAC since December 2010. Mr. Diller previously served as a director and Chairman and Chief Executive Officer of IAC (and its predecessors) from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, Inc., which position he has held since August 2005, and has, along with Expedia Group's Vice Chairman, overseen the company's executive leadership team, managing day-to-day operations, since the departure of Expedia Group's former Chief Executive Officer in December 2019. Prior to joining IAC, Mr. Diller was Chairman of the Board and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr. Diller served as Chairman of the Board and Chief Executive Officer of Fox, Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of the Board and Chief Executive Officer of Paramount Pictures Corporation. Mr. Diller served as Chairman (in a non-executive capacity) of the board of directors of Live Nation Entertainment, Inc. (and its predecessor companies, Ticketmaster Entertainment and Ticketmaster) ("Live Nation")) from August 2008 to October 2010, and continued to serve as a member of the board of directors of Live Nation through January 2011. Mr. Diller also served as Chairman and Senior Executive of TripAdvisor, Inc., an online travel company ("TripAdvisor"), from December 2011 to December 2012, served as a member of the board of directors of TripAdvisor from December 2011 through April 2013 and served as a special advisor to the Chief Executive Officer of TripAdvisor from April 2013 to March 2017. Mr. Diller is also currently a member of the board of directors of The Coca-Cola Company and served as a member of the board of directors of Graham Holdings Company (formerly The Washington Post Company) during the past five years. In addition to his for-profit affiliations, Mr. Diller is a member of The Business Council and serves on the Dean's Council of The New York University Tisch School of the Arts, the Board of Councilors for the School of Cinema-Television at the University of Southern California and the Advisory Board of the Peter G. Peterson Foundation, among other not-for-profit affiliations. The IAC board of directors nominated Mr. Diller because he has been Chairman and Senior Executive since 2010 and prior to that time, served as Chairman and Chief Executive Officer of IAC since 1995, and as a result, possesses a great depth of knowledge and experience regarding IAC and its businesses. In addition, the IAC board of directors noted Mr. Diller's ability to exercise influence (subject to IAC's organizational documents and Delaware law) over the outcome of matters involving IAC that require stockholder approval given the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC capital stock.

        Michael D. Eisner, age 78, has been a director of IAC since March 2011. Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies ("Tornante"), since 2005. Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a League One English football club, which Tornante acquired in August 2017. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products (from October 2007 to April 2013), and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms (from October 2009 to December 2014, when Tornante acquired that portion of Vuguru that it did not already own). Prior to founding Tornante, Mr. Eisner served as Chairman and Chief Executive Officer of The Walt Disney Company from 1984. In addition to his for-profit affiliations, Mr. Eisner serves on the boards of directors of Denison University, The

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Aspen Institute, the Yale School of Architecture Dean's Council and The Eisner Foundation. In nominating Mr. Eisner, the IAC board of directors considered his experience with Tornante, which the IAC board of directors believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. The IAC board of directors also considered Mr. Eisner's experience as the Chairman and Chief Executive Officer of The Walt Disney Company, which the IAC board of directors believes gives him particular insight into business strategy and leadership, marketing and consumer branding, as well as a high level of financial literacy and insight into the media and entertainment industries.

        Bonnie S. Hammer, age 69, has been a director of IAC since September 2014. Since October 2019, Ms. Hammer has served as Chairman of NBCUniversal Content Studios, in which capacity she oversees the company's television studios (Universal Television, Universal Content Productions and NBCUniversal International Studios). Prior to assuming this role, Ms. Hammer served as Chairman of NBCUniversal Direct to Consumer and Digital Enterprises from January 2019 to October 2019, where she led the development of NBCUniversal's soon-to-be launched streaming service, Peacock. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment from February 2013 to January 2019. In this capacity, Ms. Hammer had executive oversight over a number of leading cable brands (the USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which creates original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produces original reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over certain leading cable brands (the USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Before that time, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served as a member of the board of directors of eBay, Inc. since January 2015. In addition to her for-profit affiliations, Ms. Hammer currently sits on the Board of Governors for the Motion Picture & Television Fund (MPTF) Foundation and serves on the strategic planning committee for Boston University's College of Communication, her alma mater, and from which Ms. Hammer received an honorary doctorate degree in 2017. In nominating Ms. Hammer, the IAC board of directors considered her experience as the Chairman of both NBCUniversal Content Studios and NBCUniversal Direct to Consumer and Digital Enterprises, as well as her prior roles with NBCUniversal Cable Entertainment, NBCUniversal Media, LLC, USA Network and Lifetime Television Network, which the IAC board of directors believes give her particular insight into business strategy and leadership, as well as a high level of financial literacy and a seasoned insight into the media and entertainment industries, particularly pay television network programming and production and multiplatform branding.

        Victor A. Kaufman, age 76, has been a director of IAC (and its predecessors) since December 1996 and has been Vice Chairman of IAC (and its predecessors) since October 1999. Mr. Kaufman also served as Vice Chairman of Expedia Group, Inc. from August 2005 to June 2018 and as a member of its board of directors from August 2005 to March 2020. Previously, Mr. Kaufman served in IAC's Office of the Chairman from January 1997 to November 1997 and as IAC's Chief Financial Officer from November 1997 to October 1999. Prior to joining the Company, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive Officer of Tri-Star's successor company, Columbia Pictures Entertainment, Inc. He resigned from these positions at the end of 1989 following the

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acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. Mr. Kaufman also served as Vice Chairman of the board of directors of Live Nation from August 2008 through January 2010, and continued to serve as a member of the board of directors of Live Nation from January 2010 through December 2010. In addition, Mr. Kaufman served as a member of the board of directors of TripAdvisor from December 2011 to February 2013. In nominating Mr. Kaufman, the IAC board of directors considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his involvement with IAC in various roles since 1996, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

        Joseph Levin, age 40, has been a director and Chief Executive Officer of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since October 2015 and September 2017, respectively, and currently serves as Chairman of the boards of Match Group, Inc. and ANGI Homeservices Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014), The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) and Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In nominating Mr. Levin, the IAC board of directors considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

        Bryan Lourd, age 59, has been a director of IAC since April 2005. Mr. Lourd has served as a partner and Managing Director of Creative Artists Agency ("CAA") since October 1995. CAA is among the world's leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing, among other locations. He is a graduate of the University of Southern California. In connection with the nomination of Mr. Lourd, the IAC board of directors considered his extensive experience as a principal of CAA, which the IAC board of directors believes gives him particular insight into business strategy and leadership, as well as unique and specialized experience regarding the entertainment industry and marketing.

        David Rosenblatt, age 52, has been a director of IAC since December 2008. Mr. Rosenblatt currently serves as the Chief Executive Officer of 1stdibs.com, Inc., an online marketplace for design, including furniture, art, jewelry and fashion. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google's acquisition of DoubleClick, Inc., a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. Mr. Rosenblatt also serves as a member of the boards of directors of Twitter (since January 2011) and Farfetch UK Limited, the world's largest digital marketplace for luxury fashion (since July 2017). In connection with the nomination of Mr. Rosenblatt, the IAC board of directors considered his extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with DoubleClick,

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Google and 1stdibs.com, Inc., which the IAC board of directors believes give him particular insight into business strategy and leadership, as well as a deep understanding of the internet industry.

        Alan G. Spoon, age 68, has been a director of IAC (and its predecessors) since February 2003. Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the board of directors of Danaher Corporation since July 1999, CableOne since July 2015 and Match Group, Inc. since November 2015 and as Chairman of the board of directors of Fortive Corporation since July 2016. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its Executive Committee). He also serves as a member of the board of directors of edX, a not-for-profit online education platform sponsored by Harvard and the MIT Corporation. In nominating Mr. Spoon, the IAC board of directors considered his extensive private and public company board experience and public company management experience, all of which the IAC board of directors believes give him particular insight into business strategy, leadership and marketing in the media industry. The Board also considered Mr. Spoon's private equity experience and engagement with the MIT Corporation, which the IAC board of directors believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.

        Alexander von Furstenberg, age 50, has been a director of IAC since December 2008. Mr. von Furstenberg currently serves as Chief Investment Officer of Ranger Global Advisors, LLC, a family office focused on value-based investing ("Ranger"), which he founded in June 2011. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where he served as Co-Managing Member and Chief Investment Officer from 2003 to 2011. Mr. von Furstenberg has served as a member of the board of directors of Expedia Group, Inc. since December 2015 and La Scogliera, an Italian financial holding company and bank, since December 2016. Mr. von Furstenberg previously served on the board of directors of Liberty Expedia Holdings, Inc. from November 2016 to July 2019, when the company was acquired by Expedia Group. Since 2001, he has acted as Chief Investment Officer of Arrow Finance, LLC (formerly known as Arrow Investments, Inc.), the private investment office that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of Diane von Furstenberg Studio, LLC. In addition to his for-profit affiliations, Mr. Von Furstenberg serves as a director of The Diller-von Furstenberg Family Foundation and as a member of the board of directors of Friends of the High Line. In nominating Mr. von Furstenberg, the IAC board of directors considered his private investment and public board experience, which the IAC board of directors believes give him particular insight into capital markets and investment strategy, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller's stepson.

        Richard F. Zannino, age 61, has been a director of IAC since June 2009. Since July 2009, Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also serves as a member of the firm's Investment Committee and as co-head of the firm's consumer sector. Mr. Zannino has served as a member of the boards of directors of The Estée Lauder Companies, Inc. since January 2010 and Ollie's Bargain Outlet since July 2015 and served as a member of the boards of directors of Francesca's Collections and Jamieson Wellness during the past five years. Mr. Zannino previously served as Chief Executive Officer and a member of the board of directors of Dow Jones & Company from February 2006 to December 2007, when Mr. Zannino resigned from these

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positions upon the acquisition of Dow Jones by News Corp. Prior to this time, Mr. Zannino served as Chief Operating Officer of Dow Jones from July 2002 to February 2006 and as Executive Vice President and Chief Financial Officer of Dow Jones from February 2001 to June 2002. Prior to his tenure at Dow Jones, Mr. Zannino served in a number of executive capacities at Liz Claiborne from 1998 to January 2001, and prior to that time served as Executive Vice President and Chief Financial Officer of General Signal and in a number of executive capacities at Saks Fifth Avenue. In addition to his for-profit affiliations, Mr. Zannino currently serves as Vice Chairman of the Board of Trustees of Pace University. In connection with the nomination of Mr. Zannino, the IAC board of directors considered his extensive public company management experience, which the IAC board of directors believes gives him particular insight into business strategy, leadership and marketing, as well as a high level of financial literacy. The IAC board of directors also considered Mr. Zannino's private equity experience, which the IAC board of directors believes gives him particular insight into acquisition and investment strategy and financing.

Corporate Governance

        Leadership Structure.    IAC's business and affairs are overseen by its board of directors, which currently has 11 members. There are three management representatives on the IAC board of directors and, of the eight remaining current directors, seven are independent. The IAC board of directors has standing Audit, Compensation and Human Resources and Nominating Committees, each comprised solely of independent directors, as well as an Executive Committee. For more information regarding director independence and committees of the IAC board of directors, see the discussion under Director Independence. All of IAC's directors play an active role in board matters, are encouraged to communicate among themselves and directly with IAC's Chairman and Senior Executive and Chief Executive Officer and have full access to IAC management at all times.

        IAC's independent directors meet in scheduled executive sessions without IAC management present at least twice a year and may schedule additional meetings as they deem appropriate. The IAC board of directors does not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of the Audit, Compensation and Human Resources and Nominating Committees ensures that directors with no ties to IAC management are charged with oversight for all financial reporting and executive compensation related decisions made by IAC management, as well as for recommending candidates for board membership. At each regularly scheduled board meeting, the Chairperson of each of these committees (as and if applicable) provides the full board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled board meeting.

        Mr. Diller currently serves as both IAC's Chairman and Senior Executive and has held both positions since December 2010. Mr. Levin currently serves as IAC's Chief Executive Officer and has held this position since June 2015. This leadership structure provides IAC with the benefit of Mr. Diller's continued oversight of IAC's strategic goals and vision, coupled with the benefit of a full time Chief Executive Officer dedicated to focusing on the day-to-day management and continued growth of IAC and its operating businesses. At this time, IAC believes that this leadership structure is the most appropriate one for IAC and its stockholders.

        Risk Oversight.    IAC management is responsible for assessing and managing IAC's exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. IAC management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing IAC. In developing this framework, IAC recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact IAC stockholder value. The IAC board of directors is responsible for overseeing IAC management in the execution of its responsibilities and for assessing IAC's approach to risk management. The IAC

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board of directors exercises these responsibilities periodically as part of its meetings and through discussions with IAC management, as well as through the Audit and Compensation and Human Resources Committees of the IAC board of directors, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. Information security is a key component of risk management at IAC and its Chief Information Security Officer briefs the Audit Committee each quarter (and where appropriate, the full board) on the information security programs of IAC and its various businesses and related priorities and controls. In addition, an overall review of risks is inherent in the board's consideration of IAC's long-term strategies and in the transactions and other matters presented to the board, including significant capital expenditures, acquisitions and divestitures and financial matters. The role of the IAC board of directors in risk oversight of IAC is consistent with IAC's leadership structure, with IAC's Chairman and Senior Executive, Chief Executive Officer and other members of IAC senior management having responsibility for assessing and managing IAC's risk exposure, and the IAC board of directors and its committees providing oversight in connection with these efforts.

        Compensation Risk Assessment.    IAC periodically conducts risk assessments of its compensation policies and practices for its employees, including those related to its executive compensation programs. The goal of these assessments is to determine whether the general structure of IAC's compensation policies and programs and the administration of these programs pose any material risks to IAC. The findings of any risk assessment are discussed with the Compensation and Human Resources Committee and, where appropriate, the full board. Based upon these assessments, IAC believes that its compensation policies and programs do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on IAC.

        Hedging Policies and Practices.    IAC's policy on securities trading provides that no director, officer or employee of IAC and its businesses may engage in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to securities of IAC and/or its publicly traded subsidiaries, or engage in short sales with respect to securities of IAC and/or its publicly traded subsidiaries. This prohibition extends to any and all forms of hedging and monetization transactions, such as zero-cost collars and forward sale contracts (among others).

        Director Independence.    Under the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), the IAC board of directors has a responsibility to make an affirmative determination that those members of the board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the IAC board of directors reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by IAC management, as well as from IAC records and publicly available information. Following these determinations, IAC management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on prior independence determinations.

        In early 2019, the IAC board of directors determined that each of Messrs. Eisner, Lourd, Rosenblatt, Spoon and Zannino and Mses. Clinton and Hammer, as well as a former director (Edgar Bronfman, Jr.), is independent. In connection with these determinations, the IAC board of directors considered that in some cases in the ordinary course of business, IAC and its businesses sell products and services to, purchase products and services from, acquire assets or businesses from (or sell them to) and/or make donations to entities at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the IAC board of directors

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considered whether there were any payments made to (or received from) such entities by IAC and its businesses. No relationships or payments considered were determined to be of the type that would (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

        In early 2020, the Board determined that each of Messrs. Eisner, Lourd, Rosenblatt, Spoon and Zannino and Mses. Clinton and Hammer is independent. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, IAC and its businesses sell products and services to, purchase products and services from, acquire assets or businesses from (or sell them to) and/or make donations to entities at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by IAC and its businesses. No relationships or payments considered were determined to be of the type that would: (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

        Of the remaining incumbent directors, Messrs. Diller, Kaufman and Levin are executive officers of IAC and Mr. von Furstenberg is Mr. Diller's stepson. Given these relationships, none of these directors is independent.

        In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have also satisfied separate independence requirements under the current standards imposed by applicable SEC rules and the Marketplace Rules for audit committee and compensation committee members.

        Director Nominations.    The Nominating Committee identifies, reviews and evaluates individuals qualified to become members of the IAC board of directors and recommends candidates to the IAC board of directors. While there are no specific requirements for eligibility to serve as a director of IAC, in evaluating candidates, the Nominating Committee will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of IAC, whether the candidate's experience and expertise would be beneficial to the board, whether the candidate is willing and able to devote the necessary time and energy to the work of the board and whether the candidate is prepared and qualified to represent the best interests of IAC's stockholders. While the IAC board of directors does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other board members and those represented by the IAC board of directors as a whole to ensure that the board has the right mix of skills, expertise and background.

        The IAC board of directors does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date, IAC has not received any such recommendations. However, the IAC board of directors would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director Nominee Recommendation." The letter must identify the author as an IAC stockholder, provide a brief summary of the candidate's qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender's IAC stock ownership. Any director recommendations will be reviewed by IAC's Corporate Secretary and the Chairman, and if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a director described above, the recommendation will be shared with the entire IAC board of directors.

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        Communications with the IAC Board of Directors.    Stockholders who wish to communicate with the IAC board of directors or a particular director may send any such communication to IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, Attention: Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder—Board Communication" or "Stockholder—Director Communication." All such letters must identify the author as an IAC stockholder, provide evidence of the sender's IAC stock ownership and clearly state whether the intended recipients are all members of the IAC board of directors or a particular director or directors. IAC's Corporate Secretary will then review such correspondence and forward it to the IAC board of directors, or to the specified director(s), if appropriate.

The IAC Board of Directors and Board Committees

        The IAC Board of Directors.    The IAC board of directors met four times and acted by written consent four times during 2019. All then incumbent directors attended at least 75% of the meetings of the IAC board of directors and the board committees on which they served during 2019. Directors are not required to attend annual meetings of IAC stockholders. Two members of the IAC board of directors attended IAC's 2019 annual meeting of stockholders.

        The IAC board of directors currently has four standing committees: the Audit Committee, the Compensation and Human Resources Committee, the Nominating Committee and the Executive Committee.

        Committees of the IAC Board of Directors.    The following table sets forth the members of each committee of the IAC board of directors and the number of meetings held by each such committee, and times that each such committee took action by written consent, during 2019. Unless otherwise indicated, each committee member identified below served in the capacities set forth in the table for all of 2019.

Name
  Audit
Committee
  Compensation
and Human
Resources
Committee
  Nominating
Committee(1)
  Executive
Committee(2)
 

Chelsea Clinton(3)

                 

Barry Diller

                X  

Michael D. Eisner(1)(2)(3)

            X     X  

Bonnie S. Hammer(1)(3)

        Chair     X      

Victor A. Kaufman

                X  

Joseph Levin

                 

Bryan Lourd(3)

    X              

David Rosenblatt(3)

        X          

Alan G. Spoon(3)

    Chair              

Alexander von Furstenberg

                 

Richard F. Zannino(3)

    X              

Number of Meetings

    9     1     0     0  

Number of Written Consents

    0     8     1     4  

(1)
From January through October 2019, the membership of the Nominating Committee consisted of one former director, Edgar Bronfman, Jr., and Mr. Eisner. Ms. Hammer succeeded Mr. Bronfman following his resignation from the board, after which the membership of the Nominating Committee consisted (and currently consists) of Mr. Eisner and Ms. Hammer.

(2)
From January through October 2019, the membership of the Executive Committee consisted of one former director, Edgar Bronfman, Jr., and Messrs. Diller and Kaufman. Mr. Eisner succeeded

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    Mr. Bronfman following his resignation from the board, after which the membership of the Executive Committee consisted (and currently consists) of Messrs. Diller, Eisner and Kaufman.

(3)
Independent director.

        Audit Committee.    The Audit Committee of the IAC board of directors functions pursuant to a written charter adopted by the board, the most recent version of which is included as Annex O to this joint proxy statement/prospectus. The Audit Committee is appointed by the IAC board of directors to assist the board with a variety of matters described in the charter, which include monitoring (i) the integrity of IAC's financial statements, (ii) the effectiveness of IAC's internal control over financial reporting, (iii) the qualifications and independence of IAC's independent registered public accounting firm, (iv) the performance of IAC's internal audit function and independent registered public accounting firm, (v) IAC's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by IAC with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, IACs independent registered public accounting firm, IAC's internal audit function and IAC management. The formal report of the Audit Committee is set forth under the caption IAC Audit Committee Report.

        The IAC board of directors has previously concluded that Mr. Spoon is an "audit committee financial expert," as such term is defined in applicable SEC rules and the Marketplace Rules.

        Compensation and Human Resources Committee.    The Compensation and Human Resources Committee of the IAC board of directors functions pursuant to a written charter adopted by the IAC board of directors, the most recent version of which is included as Annex P to this joint proxy statement/prospectus. The Compensation and Human Resources Committee is appointed by the IAC board of directors to assist the board with all matters relating to the compensation of IAC's executive officers and has overall responsibility for approving and evaluating all compensation plans, policies and programs of IAC as they relate to IAC's executive officers. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee may also delegate to one or more of IACs executive officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on IAC's processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, IAC management and consultants, see the discussion under Compensation Discussion and Analysis. The formal report of the Compensation and Human Resources Committee is set forth under the caption IAC Compensation Committee Report.

        Nominating Committee.    The Nominating Committee of the IAC board of directors functions pursuant to a written charter adopted by the board, the most recent version of which is included as Annex Q to this joint proxy statement/prospectus. The Nominating Committee is appointed by the board to assist the board by (i) identifying, reviewing and evaluating individuals qualified to become members of the IAC board of directors, (ii) recommending director nominees for the next annual meeting of stockholders (and nominees to fill vacancies on the IAC board of directors as necessary) and (iii) making recommendations with respect to the compensation and benefits of directors.

        Executive Committee.    The Executive Committee of the IAC board of directors has all the power and authority of the board, except those powers specifically reserved to the IAC board of directors by Delaware law or IAC's organizational documents.

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Proposal No. 9: Accounting Firm Ratification Proposal

Overview

        Subject to stockholder ratification, the Audit Committee of the IAC board of directors has appointed Ernst & Young LLP as IAC's independent registered public accounting firm for the fiscal year ending December 31, 2020.

        The Audit Committee annually evaluates the performance of Ernst & Young LLP and determines whether to continue to retain such firm or consider the retention of another firm. In appointing Ernst & Young LLP as IAC's independent registered public accounting firm for 2020, the Audit Committee considered (i) the firm's performance as IAC's independent registered public accounting firm, (ii) the fact that firm has audited the financial statements of IAC (and its predecessors) since 1996, (iii) the firm's independence with respect to the services to be performed for IAC and (iv) the firm's strong and considerable qualifications and general reputation for adherence to professional auditing standards. In addition, in conjunction with the mandated rotation of the lead engagement partner every five years, the Audit Committee is directly involved in the selection of the new lead engagement partner.

        A representative of Ernst & Young LLP is expected to be present at the IAC annual meeting and will be given an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate questions.

        Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares of IAC capital stock present in person or represented by proxy and entitled to vote on the matter.

Recommendation

        The IAC board of directors recommends that IAC stockholders vote "FOR" the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the fiscal year ending December 31, 2020.

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Proposal No. 10: Say on Pay Vote Proposal

Overview

        As required pursuant to Section 14 of the Exchange Act of 1934, as amended (the "Exchange Act"), IAC is seeking a non-binding advisory vote from its stockholders to approve the compensation of its named executives for 2019. This proposal, which we refer to as the "Say on Pay Vote Proposal," is not intended to address any specific item of compensation, but rather IAC's overall compensation program and policies relating to its named executives.

        As described in detail under the caption Compensation Discussion and Analysis, IAC's executive officer compensation program is designed to provide the level of compensation necessary to attract, retain, motivate and reward talented and experienced executives and to motivate them to achieve short-term and long-term goals, thereby enhancing stockholder value and creating a successful company.

Recommendation

        IAC believes that its executive officer compensation program, with its balance of short-term and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. Accordingly, IAC believes that the compensation paid to its named executives in 2019 pursuant to IAC's executive officer compensation program was fair and appropriate and is asking its stockholders to vote FOR the adoption of the following resolution:

        The approval, on an advisory basis, of the Say on Pay Vote Proposal requires the affirmative vote of a majority of the voting power of the shares of IAC capital stock present in person or represented by proxy and entitled to vote on the matter. The vote is advisory in nature and therefore not binding on IAC or the IAC board of directors. However, the IAC board of directors and the Compensation and Human Resources Committee of the IAC board of directors value the opinions of all IAC stockholders and will consider the outcome of this vote when making future compensation decisions for IAC's named executives. Following its 2017 annual meeting of stockholders, IAC decided to seek a say on pay vote every three years. Accordingly, IAC last sought a say on pay vote at its 2017 annual meeting of stockholders.

        The IAC board of directors recommends that IAC stockholders vote "FOR" the advisory vote on executive compensation.

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Additional Annual Meeting Materials

Audit Committee Matters

Audit Committee Report

        The Audit Committee functions pursuant to a written charter adopted by the IAC board of directors, the most recent version of is included as Annex O to this joint proxy statement/prospectus. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the IAC board of directors with the monitoring of (i) the integrity of IAC's financial statements, (ii) the effectiveness of IAC's internal control over financial reporting, (iii) the qualifications and independence of IAC's independent registered public accounting firm, (iv) the performance of IAC's internal audit function and independent registered public accounting firm, (v) IAC's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by IAC with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that IAC's financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. IAC management is responsible for IAC's financial reporting process, including systems of internal control over financial reporting. The independent registered public accountants are responsible for performing an independent audit of IAC's consolidated financial statements and the effectiveness of IAC's internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board, and to issue a report thereon. The Audit Committee's responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes.

        In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of IAC included in IAC's Annual Report on Form 10-K for the year ended December 31, 2019 with IAC's management and Ernst & Young LLP, IAC's independent registered public accounting firm.

        The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young's communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence from IAC and its management.

        In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the IAC board of directors that the audited consolidated financial statements of IAC be included in IAC's Annual Report on Form 10-K for the year ended December 31, 2019 for filing with the SEC.

Members of the Audit Committee

Alan G. Spoon (Chairperson)
Bryan Lourd
Richard F. Zannino

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Fees Paid to IAC's Independent Registered Public Accounting Firm

        The following table sets forth fees for all professional services rendered by Ernst & Young LLP to IAC for the years ended December 31, 2019 and 2018:

 
  2019   2018  

Audit Fees

  $ 2,865,750 (1) $ 2,366,000 (2)

Audit-Related Fees(3)

  $ 2,753,500   $ 50,000  

Total Audit and Audit-Related Fees

  $ 5,619,250   $ 2,416,000  

Tax Fees(4)

  $ 10,000      

Total Fees

  $ 5,629,250   $ 2,416,000  

(1)
Audit Fees in 2019 include (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law), (iii) fees for services performed in connection with the offering of the 0.875% Exchangeable Senior Notes due 2026 ($575 million aggregate principal amount) and 2.00% Exchangeable Senior Notes due 2030 ($575 million aggregate principal amount) by IAC subsidiaries, as well as the review and issuance of the related comfort letter and other services related to such offering, and (iv) fees for accounting consultations.

Excludes 2019 Audit Fees in the total aggregate amount of $3,060,000 and $1,932,000 incurred and paid directly by Match Group, Inc. and ANGI Homeservices Inc., respectively.

(2)
Audit Fees in 2018 include (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law) and (iii) fees for accounting consultations.

Excludes 2018 Audit Fees in the total aggregate amount of $2,920,000 and $2,071,000 incurred and paid directly by Match Group, Inc. and ANGI Homeservices Inc., respectively.

(3)
Audit-Related Fees in: (i) 2019 include fees associated with incremental audit procedures for the carve out audit of IAC Holdings, Inc. for the fiscal years ended December 31, 2016, 2017 and 2018 and related incremental procedures associated with the interim review of IAC Holdings, Inc. for the periods ended September 30, 2019 and September 30, 2018 in connection with the filing of the registration statement on Form S-4 related to the Separation of which this joint proxy statement/prospectus is a part and fees for benefit plan audits and (ii) 2018 include fees for benefit plan audits.

(4)
Tax Fees in the total aggregate amount of $2,400 (primarily for tax compliance services) that were incurred and paid directly by Match Group, Inc. in each of 2019 and 2018 have been excluded from the table above.

Audit and Non-Audit Services Pre-Approval Policy

        The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by IAC's independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm's independence from IAC and its management. Unless a type of service to be provided by IAC's independent registered public accounting firm has

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received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.

        All tax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is twelve months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee reviews the list of pre-approved services from time to time and will revise it as and if appropriate. Pre-approved fee levels for all services to be provided by IAC's independent registered public accounting firm are established periodically from time to time by the Audit Committee.

        Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairperson. The decisions of the Chairperson (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to IAC management.

Information Concerning IAC Executive Officers Who Are Not Directors

        Background information about IAC's current executive officers who are not director nominees is set forth below. For background information about IAC's Chairman and Senior Executive, Barry Diller, Chief Executive Officer, Joseph Levin, and Vice Chairman, Victor A. Kaufman, see the discussion under Information Concerning Director Nominees.

        Glenn H. Schiffman, age 50, has served as Executive Vice President and Chief Financial Officer of IAC since April 2016 and served as Chief Financial Officer of ANGI Homeservices Inc. from September 2017 to March 2019. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman's roles at Nomura followed Nomura's acquisition of Lehman's Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Board of Visitors for the Duke University School of Medicine. Mr. Schiffman has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since September 2016 and June 2017, respectively.

        Mark Stein, age 52, has served as Executive Vice President and Chief Strategy Officer of IAC since January 2016 and prior to that time, served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment (from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of

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Corporate and Business Development of IAC Search & Media. Mr. Stein has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since November 2015 and September 2017, respectively.

        Gregg Winiarski, age 49, has served as Executive Vice President, General Counsel and Secretary of IAC since February 2014 and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski previously served as Associate General Counsel of IAC from February 2005, during which time he had primary responsibility for all legal aspects of IAC's mergers and acquisitions and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 1997 to February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. Mr. Winiarski has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since October 2015 and June 2017, respectively.

Compensation Discussion and Analysis

Philosophy and Objectives

        The executive officers whose compensation is discussed in this compensation discussion and analysis (the "CD&A"), and to whom we refer to as IAC's named executives in this CD&A (the "NEOs") are:

        IAC's executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable IAC to meet its growth objectives.

        Although IAC is a publicly traded company, it attempts to foster an entrepreneurial culture, and attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain executive officers, as well as other executives who may become executive officers at a later time, IAC competes not only with other public companies, but also with earlier stage companies, companies funded by private equity and venture capital firms and professional firms. IAC structures its compensation program so that it can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.

        While IAC considers market data in establishing broad compensation programs and practices and may periodically benchmark the compensation associated with particular executive positions, it does not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. IAC makes decisions based on a host of factors particular to a given executive's situation, including its firsthand experience with competition for recruiting executives and its understanding of the current environment, and believes that over-reliance on survey data, or a benchmarking approach, is too rigid and stale for the dynamic and fast changing marketplace for talent in which IAC competes.

        Similarly, IAC believes that arithmetic approaches to measuring and rewarding short-term performance often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, IAC may have multiple objectives, and

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these objectives (and their relative importance) often change as competitive and strategic landscapes shift. Accordingly, IAC has historically avoided the use of strict formulas in its annual bonus program, believing that they often over-compensate or under-compensate a given performance level. IAC instead relies primarily on an approach that, while based on clear objectives, is not formulaic and allows for the exercise of discretion in setting final bonus amounts.

        In addition, IAC is of the view that long-term incentive compensation in the form of equity awards aligns the interests of executives with the interests of IAC's long-term stockholders, and to further this important goal, equity awards play a prominent role in IAC's overall compensation program. The form of equity awards has changed from time to time over the years. While IAC had used non-qualified stock options as the predominant equity incentive vehicle for its executives for many years, in 2019, IAC introduced performance-based restricted stock unit awards for its executive officers. IAC made this change to reduce the dilutive impact of equity awards made to its executives (relative to stock options), while still aligning the interests of its executives with those of IAC's shareholders. IAC will continue to evaluate the appropriate form of equity-based incentive awards as market conditions evolve.

        IAC believes that its executive officer compensation program puts the substantial majority of compensation at risk, rewards both individual executive and corporate performance in a targeted fashion, pays amounts appropriate to attract and retain those key individuals necessary to grow IAC and aligns the interests of its key executives with those of its stockholders. IAC continuously evaluates its executive compensation program and makes changes as it deems appropriate. IAC presented a "Say-on-Pay" item to stockholders in 2017, which called for an advisory, non-binding vote regarding the compensation of IAC's named executive officers in 2016 (as described in IAC's 2017 Annual Meeting proxy statement). On this item, over 97% of the votes cast were in favor of the resolution. In light of strong stockholder support, IAC concluded that no revisions were necessary to its executive officer compensation program as a direct result of that advisory vote. IAC is presenting the Say on Pay Vote Proposal at the 2020 IAC annual meeting, and will consider the outcome of the proposal in evaluating its executive compensation program, as appropriate.

Roles and Responsibilities

        The Compensation and Human Resources Committee of IAC's board of directors (for purposes of this CD&A, the "Committee") has primary responsibility for establishing the compensation of IAC's executive officers. All compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part) on recommendations from Messrs. Diller and Levin (as described below). The Committee currently consists of Ms. Hammer (Chairperson) and Mr. Rosenblatt.

        IAC's executive officers participate in structuring IAC-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2020, Messrs. Diller and Levin met with the Committee and discussed their views of corporate and individual executive officer performance for 2019 for Messrs. Schiffman, Stein and Winiarski, and their recommendations for annual bonuses for these executive officers. Mr. Diller also separately discussed Mr. Levin's performance and recommended bonus, and his views on his own performance, with the Committee. Following these discussions, the Committee met in an executive session to discuss these recommendations. After consideration of these recommendations, the Committee ultimately determined the annual bonus amount for each executive officer. In establishing a given executive officer's compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements are also reviewed and taken into account. However, IAC does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive officer's situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.

        From time to time, the Committee has solicited the advice of consulting firms and engaged legal counsel. No such consulting firms or legal counsel were engaged during 2019.

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        In addition, from time to time, IAC may solicit survey or peer compensation data from various consulting firms. In 2019, IAC engaged Compensation Advisory Partners ("CAP") to provide comparative market data in connection with its own analysis of its equity and other compensation practices, but neither CAP nor any other compensation consultant engaged by IAC had any role in determining or recommending the amount or form of IAC executive compensation for 2019.

Compensation Elements

        IAC's compensation packages for its executive officers primarily consist of salary, annual bonuses, IAC equity awards and, in certain instances, perquisites and other benefits.

        Salary.    IAC typically negotiates a new executive officer's starting salary upon arrival, based on the individual's prior compensation history, prior compensation levels for the particular position within IAC, IAC's New York City location, salary levels of other executive officers within IAC and salary levels available to the individual in alternative opportunities. Salaries can increase based on a number of factors, including the assumption of additional responsibilities and other factors that demonstrate an executive officer's increased value to IAC. No executive officer's salary was adjusted during 2019.

        General.    IAC's bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the annual bonus program, and because in any given year bonuses can make up the significant majority of an executive officer's cash compensation, the annual bonus program provides a strong incentive for IAC's executive officers to achieve annual corporate objectives. IAC generally pay bonuses shortly after year-end following the finalization of financial results for the prior year.

        In making its determinations regarding individual annual bonus amounts, the Committee considers a variety of factors, such as growth in profitability or achievement of strategic objectives by IAC and, to a lesser extent, an individual's performance and contribution to IAC. The Committee does not quantify the weight given to any specific element or otherwise follow a formulaic calculation. Rather, the Committee engages in an overall assessment of appropriate bonus levels based on a subjective interpretation of all relevant criteria.

        2019 Bonuses.    For 2019, the Committee considered a variety of factors, including:

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        While the factors noted above were the primary ones considered in setting bonus award amounts, the Committee also considered each executive officer's role and responsibilities, the relative contributions made by each executive officer during the year and the relative size of the bonuses paid to the other executive officers. With respect to 2019 bonuses for our NEOs, the Committee considered the following with respect to: (i) Mr. Diller, his continued role in providing strategic direction for the Company overall, (ii) Mr. Levin, his continuing focus on managing the day-to-day business operations of the Company and participating in the development of strategic initiatives for the Company, (iii) Mr. Schiffman, his role in the successful completion of financing transactions and his participation in implementing various strategic initiatives, as well as his continuing role in the day-to-day oversight of the business operations of the Company, (v) Mr. Stein, participating in the development of strategy for several of the Company's businesses and the extension of the services agreement with Google, and (vi) Mr. Winiarski, his role in managing the successful negotiation and execution of transaction documents relating to several of the Company's strategic initiatives, his involvement in the Company's financing efforts and his ongoing oversight of the Company's litigation, regulatory and compliance efforts.

        As noted above, in setting individual bonus amounts, the Committee did not quantify the weight assigned to any specific factor, nor did it apply a formulaic calculation. In setting bonus amounts, the Committee generally considered the Company's overall performance, the amount of bonus for each NEO relative to other Company executives and the recommendations of the Chairman and Senior Executive and the Chief Executive Officer. In addition, the Committee considered achievements in 2019 as compared to achievements and bonus levels in prior years. While there were significant achievements during the year, bonuses for 2019 for our executive officers were generally lower than those for 2018, reflecting the Company's modest overall financial performance for the year.

        Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company's annual goals.

        General.    Due to IAC's entrepreneurial philosophy, it believes that providing a meaningful equity stake in its business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with entrepreneurial employment alternatives. In addition, IAC believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, it aligns executive officer incentives with stockholder interests in a manner that IAC believes drives superior performance over time.

        While there is currently no formal stock ownership or holding requirement for IAC's executive officers, they have generally historically held a significant portion of their stock awards (net of tax withholdings) well beyond the relevant vesting dates.

        In establishing equity awards for an executive officer for any given period, the amount of outstanding unvested and/or unexercised equity awards, as well as previously earned or exercised equity awards, is reviewed and evaluated on an individual-by-individual basis. In setting award levels, the

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predominant considerations are providing the executive officer with effective retention incentives, appropriate reward for past performance and incentives for strong future performance and competitive conditions. The annual corporate performance factors relevant to setting bonus amounts, while considered, are generally less relevant in determining the type and level of equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument relative to annual bonuses.

        IAC's usual practice is to schedule Committee meetings at which awards are to be granted well in advance, without regard to the timing of the release of earnings or other material information.

        2019 Equity Awards.    During the first quarter of 2019, the Committee awarded performance-based restricted stock units ("PSUs") to IAC's executive officers. A base number of PSUs was communicated to each executive, who had the choice between two types of PSUs (or a combination of the two choices) (i) the base number of PSUs, with vesting conditioned upon IAC's stock price increasing by at least 20% ($267.00) within 3 years of the grant date (the "Three Year PSUs") or (ii) twice the base number of PSUs, with vesting conditioned upon IAC's stock price increasing by at least 50% ($333.75) within 5 years of the grant date (the "Five Year PSUs"). If the stock price target is not achieved by the end of the 3-or 5-year window, no PSUs will vest. However, once the applicable stock price target is met, the award will vest and the executive officer will be required to hold the shares acquired upon vesting (net of shares withheld for taxes) until the earlier of the first anniversary of the vesting date or the end of the original 3- or 5-year term. The performance condition for the Three Year PSUs was satisfied on January 21, 2020. The terms of the PSUs also provided the opportunity for a portion of each award to vest upon termination of employment, subject to the stock price target being met within the original 3- or 5-year term of the award. Each executive officer elected to receive 50% of his award as Three Year PSUs and 50% of his award as Five Year PSUs, as follows:

Name
  Number of
Three Year
PSUs
  Number of
Five Year
PSUs
 

Barry Diller

    11,851     23,703  

Joseph Levin

    22,471     44,943  

Glenn H. Schiffman

    8,988     17,977  

Mark Stein

    4,494     8,988  

Gregg Winiarski

    4,494     8,988  

        The Committee believes that these PSUs properly align executive officer incentives with the interests of IAC's stockholders, and serve as a good mechanism to link executive compensation to long-term IAC performance while encouraging an appropriate amount of risk taking and fostering a culture of high performance.

        2020 Equity Awards.    During the first quarter of 2020, IAC introduced a new program for employees who are eligible to receive IAC equity awards that permits those employees to choose between two types of restricted stock unit, or RSU, awards. Specifically, eligible employees were given the opportunity to elect to receive either (i) RSUs that would vest in one year or (ii) RSUs that would cliff vest in five years, with the grant date value of the five-year award equal to nine times the grant date value of the one-year award (and eligible for ratable vesting in the case of involuntary terminations or upon qualifying retirements). Employees electing the five-year award would not be expected to be considered for another award in the next few years. By permitting employees to choose between alternative types of awards, IAC believes it is better able to take into consideration an employee's personal compensation preferences and needs, thereby offering a more compelling and competitive compensation package, while promoting employee engagement and long-term ownership. The Committee approved this program for 2020 annual equity grants and reserves the discretion to establish the form and substance of any future annual equity award program of the Company.

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        The Committee determined and communicated the dollar value of awards for eligible employees during the first quarter of 2020, with the number of RSUs to be awarded to be calculated based on the New IAC average VWAP over a 10-day period immediately following consummation of the Separation, and the RSUs to be granted at that time.

        With respect to the Company's named executive officers (other than Mr. Diller and Mr. Levin), the Committee presented each of Messrs. Schiffman, Stein and Winiarski with a choice under the RSU program described above. Specifically, the Committee offered the executive officers a choice between the one-year and five-year awards with a grant date value indicated in the table below:

Name
  Value of 1-Year Award   Value of 5-Year Award  

Glenn H. Schiffman

  $ 2,500,000   $ 22,500,000  

Mark Stein

  $ 1,500,000   $ 13,500,000  

Gregg Winiarski

  $ 1,500,000   $ 13,500,000  

        Each of the executive officers elected to receive the five-year award.

        The Committee believes that the new RSUs properly align the incentives of our executive officers with those of our shareholders. The Company intends to offset the dilution associated with the grant of the 2020 RSU awards described above with share repurchases in calendar year 2020.

        Mr. Diller.    During the first quarter of 2020, the Committee began consideration of an appropriate equity incentive for Mr. Diller for the period following the Separation, but elected to suspend further consideration during the pendency of the current COVID-19 pandemic. The Committee may re-evaluate an award for Mr. Diller at a later time.

        Mr. Levin.    Over the course of late 2019 and the first quarter of 2020, representatives of IAC and the Committee engaged in discussions with Mr. Levin with respect to a long-term employment arrangement. The parties mutually agreed to suspend discussions during the pendency of the current COVID-19 pandemic, but they expect to resume discussions at a later time. While no final decisions with respect to any such arrangements with Mr. Levin have been made, the Committee has considered a long-term (up to 10-year) employment agreement with a related long-term, performance-based cliff-vesting equity incentive award, as well as a related voting agreement under discussion between Mr. Levin, Mr. Diller and related entities. Mr. Levin's arrangements may also require him to sell or exercise a specified portion of his New Match shares and equity awards within a designated time frame following the Separation so that his long-term equity incentive opportunities are more balanced with the interests of IAC shareholders. However, the terms and conditions of Mr. Levin's employment arrangement have not been agreed nor approved, and the size, nature and terms of any equity award to Mr. Levin and his related employment terms may change from what has been previously discussed.

Change of Control

        IAC equity awards for senior executive officers generally include a so-called "double-trigger" change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control only when an award holder suffers an involuntary termination of employment during the two year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination will assist in the retention of IAC's executive officers through a change of control transaction. For purposes of this discussion and the discussion below under the heading "Severance," we use the term "involuntary termination" to mean both a termination of an executive officer's employment by IAC without "cause" and a resignation by an executive officer for "good reason" or similar construct.

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Severance

        IAC generally provides its executive officers with some amount of salary continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because IAC tends to promote its executive officers from within, after competence and commitment have generally been established, IAC believes that the likelihood of the vesting of equity awards being accelerated is typically low, and yet IAC believes that by providing this benefit, it increases the retentive effect of its equity program, which serves as IAC's most important retention incentive. IAC generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from IAC.

Other Compensation

        General.    IAC provides Messrs. Diller and Levin with various non-cash benefits as part of their overall compensation packages. Under certain limited circumstances, other executive officers have also received non-cash benefits. The value of these benefits is calculated under appropriate rules and is taken into account as a component of compensation when establishing overall compensation levels. The value of all non-cash benefits is reported under the All Other Compensation column in the Summary Compensation Table pursuant to applicable SEC rules. IAC's executive officers do not participate in any deferred compensation or retirement programs other than IAC's 401(k) plan. IAC does not generally provide tax gross-ups for executives; however, IAC has provided tax gross-ups related to certain relocation benefits provided to executives in the past from time to time. Other than those described specifically below, IAC's executive officers do not partake in any benefit programs, or receive any significant perquisites, distinct from IAC's other employees.

        Mr. Diller.    Pursuant to IAC policy, Mr. Diller is required to travel, both for business and personal purposes, on corporate aircraft. In addition to serving general security interests, this means of travel permits him to travel non-stop and without delay, to remain in contact with IAC while he is traveling, to change his plans quickly in the event IAC business requires and to conduct confidential IAC business while flying, be it telephonically, by e-mail or in person. These interests are similarly furthered on both business and personal flights, as Mr. Diller typically provides his services to IAC while traveling in either case. Nonetheless, the incremental cost to IAC of his travel for personal purposes is reflected as compensation to Mr. Diller from IAC, and is taken into account in establishing his overall compensation package.

        Additionally, IAC provides Mr. Diller with access to certain automobiles for business and personal use. IAC also provides certain IAC-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. These uses are valued by IAC at their incremental cost to IAC or, in the case of the use of office space (where there is no discernible incremental cost), at the cost used for internal allocations of office space for corporate purposes.

        Mr. Levin.    Pursuant to IAC policy, Mr. Levin is encouraged to travel, both for business and personal purposes, on corporate aircraft for the same reasons as set forth above for Mr. Diller. The incremental cost to IAC of his travel for personal purposes is reflected as compensation to Mr. Levin from IAC, and is taken into account in establishing his overall compensation package.

Tax Deductibility

        Effective for taxable years beginning after December 31, 2017, compensation in excess of $1 million paid to IAC's current named executive officers, including its Chief Financial Officer, and certain former named executive officers, will not be deductible unless it qualifies for limited transition relief applicable to certain arrangements in place as of November 2, 2017 ("Grandfathered Arrangements"). The Committee reserves the right to modify Grandfathered Arrangements in a manner that results in the loss of a compensation deduction if it determines that such modifications are consistent with IAC's best interests.

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Compensation and Human Resources Committee Report

        The Compensation and Human Resources Committee has reviewed the Compensation Discussion and Analysis and discussed it with IAC managemen