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As filed with the Securities and Exchange Commission July 2, 2020

Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1

 

ON FORM S-8

 

TO REGISTRATION STATEMENT ON FORM S-4

 

UNDER THE SECURITIES ACT OF 1933

 

 

 

IAC/INTERACTIVECORP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

  

84-3727412

(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer Identification No.)

 

555 West 18th Street

New York, New York 10011

(212) 314-7300

(Address of principal executive offices) (Zip Code)

 

IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan

IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan

IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan

IAC/InterActiveCorp Retirement Savings Plan

2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors

2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors

2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors

 

 

(Full title of the Plan)

 

Gregg Winiarski, Esq.

Executive Vice President, General Counsel & Secretary

IAC/InterActiveCorp

555 West 18th Street

New York, New York 10011

 

(Name and address of agent for service)

 

(212) 314 7300

 

(Telephone number, including area code, of agent for service)

 

Copies to:

 

Andrew J. Nussbaum, Esq.

Jenna E. Levine, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403 1000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨  
      Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

CALCULATION OF REGISTRATION FEE

 
Title of Securities Being Registered   Amount to be
Registered (1)		   Proposed Maximum
Offering Price Per
Share		   Proposed Maximum
Aggregate Offering
Price (2)		   Amount of
Registration Fee (2)
Common Stock, par value $0.001 per share, of IAC/InterActiveCorp   2,957,299 (3)   N/A   N/A   N/A
   
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional shares of common stock, par value $0.001 per share, of Registrant (“New IAC Common Stock”) that become issuable by reason of any stock split, stock dividend, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of New IAC Common Stock.
   
(2)All filing fees payable in connection with the registration of these securities were already paid in connection with the filing of the registration statement on Form S-4 (File No. 333-236420) filed by Registrant and Match Group (f/k/a IAC/InterActiveCorp) with the Securities and Exchange Commission (the “Commission”) on February 13, 2020, as amended by the pre-effective Amendment No. 1 thereto filed with the Commission on April 28, 2020, to which this Registration Statement is Post-Effective Amendment No. 1. Accordingly, no additional filing fee is required. See “Explanatory Note.”
   
(3)Represents (a) 490,905 shares of New IAC Common Stock under the IAC/InterActiveCorp Retirement Savings Plan, 294,543 of which are currently held by the plan, and 196,362 of which remain available for grant under the plan, (b) 422,179 shares of New IAC Common Stock under the 2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors, the 2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors and the 2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors, 216,204 of which are covered by existing deferrals under the plans, and 205,974 of which remain available for issuance under the plans, and (c) 450,822, 320,842, 22,727 and 1,249,824 shares of New IAC Common Stock issuable in respect of additional shares of New IAC Common Stock corresponding to restricted stock unit awards, performance stock unit awards, awards that may have been issued between February 1, 2020 and June 30, 2020 and subsidiary equity awards, respectively, outstanding as of January 31, 2020, such amounts reflecting the additional shares resulting from the adjustment of outstanding awards resulting from the consummation of the separation of Registrant and the company now known as Match Group, Inc.

 

 

 

 

 

 

EXPLANATORY NOTE

 

IAC/InterActiveCorp, a Delaware corporation, formerly known as IAC Holdings, Inc. (“Registrant” or “New IAC”), hereby amends the original registration statement on Form S-4 (File No. 333-236420) filed by Registrant and Old IAC (as defined below) with the Securities and Exchange Commission (the “Commission”) on February 13, 2020, as amended by the pre-effective Amendment No. 1 thereto filed with the Commission on April 28, 2020 (the “Form S-4”), which the Commission declared effective at 4:00 p.m. Eastern Time on April 30, 2020, by filing this Post-Effective Amendment No. 1 on Form S-8 (this “Post-Effective Amendment” and together with the Form S-4, this “Registration Statement”).

 

Registrant and Old IAC filed the Form S-4 in connection with the transactions contemplated by that certain Transaction Agreement (the “Transaction Agreement”), dated as of December 19, 2019 and amended as of April 28, 2020 and June 22, 2020, by and among (i) Registrant, (ii) the Delaware corporation formerly known as IAC/InterActiveCorp (“Old IAC”) that is now known as Match Group, Inc. (“New Match”), (iii) Match Group Holdings II, LLC (f/k/a Valentine Merger Sub LLC, a Delaware limited liability company) (“Match Merger Sub”) and (iv) the Delaware corporation formerly known as Match Group, Inc., which was merged out of existence in connection with transactions contemplated by the Transaction Agreement (“Old Match,” and together with Registrant, New Match and Match Merger Sub, the “Parties”).

 

On June 30, 2020, pursuant to the Transaction Agreement, the Parties completed the separation of the businesses of Old Match from the remaining businesses of Old IAC (the “Separation”) through a series of transactions that resulted in the pre-transaction stockholders of Old IAC owning shares in two, separate public companies—(1) New Match, which retained the businesses of Old Match and certain Old IAC financing subsidiaries, and (2) Registrant, which was renamed “IAC/InterActiveCorp” and which owns Old IAC’s other businesses—and the pre-transaction stockholders of Old Match (other than Old IAC) owning shares in New Match.

 

This Registration Statement relates to up to 2,957,299 shares of common stock, par value $0.001 per share, of New IAC (“New IAC Common Stock”), consisting of (a) 490,905 shares of New IAC Common Stock under the IAC/InterActiveCorp Retirement Savings Plan, 294,543 of which are currently held by the plan, and 196,362 of which remain available for grant under the plan, (b) 422,179 shares of New IAC Common Stock under the 2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors, the 2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors and the 2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors, 216,204 of which are covered by existing deferrals under the plans, and 205,974 of which remain available for issuance under the plans, and (c) 450,822, 320,842, 22,727 and 1,249,824 shares of New IAC Common Stock issuable in respect of additional shares of New IAC Common Stock corresponding to restricted stock unit awards, performance stock unit awards, awards that may have been issued between February 1, 2020 and June 30, 2020 and subsidiary equity awards, respectively, outstanding as of January 31, 2020, such amounts reflecting the additional shares resulting from the adjustment of outstanding awards resulting from the Separation. All such shares were previously registered on the Form S-4 but will be subject to issuance pursuant to this Post-Effective Amendment.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8.

 

 1 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

 

The following documents filed with the Commission by Registrant are incorporated in this Registration Statement by reference:

 

1.The Joint Proxy Statement/Prospectus filed with the Commission on April 30, 2020 by Registrant pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which contains audited combined financial statements of Registrant for the latest fiscal year for which such statements have been filed;

 

2.Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Commission on June 3, 2020;

 

3.Registrant’s Current Reports on Form 8-K filed with the Commission on June 22, 2020, July 2, 2020 and July 2, 2020; and

 

4.The description of New IAC Common Stock contained in the Registration Statement on Form 8-A (File No. 001-39356) filed by Registrant with the Commission on June 30, 2020.

 

All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein or in any subsequently filed document that is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

ITEM 4.DESCRIPTION OF SECURITIES.

 

Not applicable.

 

ITEM 5.INTERESTS OF NAMED EXPERTS AND COUNSEL.

 

The legality of the securities offered pursuant to this Registration Statement has been passed on by Gregg Winiarski, Executive Vice President, General Counsel & Secretary of Registrant. Mr. Winiarski owns shares of New IAC Common Stock and holds equity awards under certain of Registrant’s equity compensation plans.

 

ITEM 6.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

 

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation may indemnify directors and officers, as well as other employees and individuals, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the DGCL also permits a corporation to pay expenses incurred by a director or officer in advance of the final disposition of a proceeding subject to receipt of an undertaking by such director or officer to repay such amount if it shall be ultimately determined that such person is not entitled to be indemnified by the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, and vote of stockholders or disinterested directors or otherwise.

 

The New IAC certificate of incorporation and by-laws provide for indemnification of New IAC’s directors and officers (and their legal representatives), and of those serving at the request of the New IAC board of directors or officers as an employee or agent of the corporation, or as a director, officer, employee, or agent of another corporation, partnership, joint venture, or other enterprise, to the fullest extent authorized by the DGCL, except that New IAC will indemnify a person for a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the New IAC board of directors. The by-laws provide for mandatory advancement of expenses to persons entitled to indemnification in defending any action, suit or proceeding in advance of its final disposition, provided that if the DGCL so requires, such persons provide an undertaking to repay such amounts advanced if it is ultimately determined that such person is not entitled to indemnification. From time to time, New IAC’s directors and officers may be provided with indemnification agreements that are consistent with or greater than the foregoing provisions. In addition, to the extent that New IAC’s officers and directors also serve as executive officers or directors of subsidiaries of New IAC, such officers and directors will also be subject to indemnification consistent with the indemnification provisions of the charter documents of such subsidiaries. New IAC has policies of directors’ and officers’ liability insurance that insure directors and officers against the costs of defense, settlement and/or payment of judgment under certain circumstances. New IAC believes that these agreements and arrangements are necessary to attract and retain qualified persons as directors and officers.

 

 2 

 

 

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation is not personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions; or (iv) for any transaction from which the director derived an improper personal benefit. The New IAC certificate of incorporation provides for such limitation of liability.

 

ITEM 7.EXEMPTION FROM REGISTRATION CLAIMED.

 

Not applicable.

 

ITEM 8.EXHIBITS.

 

Exhibit
No.  		   Description of Document  
     
4.1   Restated Certificate of Incorporation of Registrant (filed as Exhibit 3.1(c) to the Registrant’s Current Report on Form 8-K, filed on July 2, 2020, and incorporated herein by reference).
     
4.2   Amended and Restated By-Laws of Registrant (filed as Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on July 2, 2020, and incorporated herein by reference).
     
4.3   IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan (filed as Exhibit 10.1 to Old IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013, and incorporated herein by reference).
     
4.4   IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan (filed as Annex F to Old IAC’s Definitive Proxy Statement, filed on July 10, 2008, and incorporated herein by reference).
     
4.5   IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan (filed as Exhibit 10.8 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).
     
4.6   2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 10.1 to Old IAC’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, and incorporated herein by reference).
     
4.7   2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors (filed as Exhibit 10.18 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).
     
4.8   2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors (filed as Exhibit 10.17 to Old IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference).
     
5.1   Opinion of Gregg Winiarski, Executive Vice President, General Counsel and Secretary of Registrant.*
     
23.1   Consent of Gregg Winiarski, Executive Vice President, General Counsel and Secretary of Registrant (included in Exhibit 5.1).*
     
23.2   Consent of Ernst & Young LLP, independent registered public accounting firm for Registrant.*
     
23.3   Consent of Ernst & Young LLP, independent registered public accounting firm for Care.com, Inc.*
     
23.4   Consent of Ernst & Young LLP, independent auditors for Care.com, Inc.*
     
24.1   Power of Attorney (included on signature page).
     
*   Filed herewith

 

 3 

 

 

ITEM 9.UNDERTAKINGS.

 

  (a) The undersigned registrant hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) To include any prospectus required by section 10(a)(3) of the Securities Act;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 4 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 2, 2020.

 

  IAC/INTERACTIVECORP
   
   
  By: /s/ Gregg Winiarski
    Name: Gregg Winiarski
    Title: Executive Vice President General Counsel & Secretary

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Gregg Winiarski, Joanne Hawkins and Tanya M. Stanich, and each of them, with full power to act without the other, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement, and any and all amendments thereto (including post-effective amendments) as well as any related registration statements (or amendment thereto) filed pursuant to Rule 462(b) promulgated under the Securities Act, as amended, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF and pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Barry Diller   Chairman of the Board, Senior Executive
and Director		   July 2, 2020
Barry Diller
         
/s/ Joseph Levin        
  Chief Executive Officer and Director   July 2, 2020
Joseph Levin
         
/s/ Victor A. Kaufman   Vice Chairman and Director   July 2, 2020
Victor A. Kaufman
         
/s/ Glenn H. Schiffman   Executive Vice President and Chief
Financial Officer		   July 2, 2020
Glenn H. Schiffman
         
/s/ Michael H. Schwerdtman   Senior Vice President and Controller (Chief
Accounting Officer)		   July 2, 2020
Michael H. Schwerdtman
         
/s/ Chelsea Clinton   Director   July 2, 2020
Chelsea Clinton
         
/s/ Michael D. Eisner   Director   July 2, 2020
Michael D. Eisner
         
/s/ Bonnie S. Hammer   Director   July 2, 2020
Bonnie S. Hammer
         
/s/ Bryan Lourd   Director   July 2, 2020
Bryan Lourd
         
/s/ David S. Rosenblatt   Director   July 2, 2020
David S. Rosenblatt
         
/s/ Alan G. Spoon   Director   July 2, 2020
Alan G. Spoon
         
/s/ Alexander von Furstenberg   Director   July 2, 2020
Alexander von Furstenberg
         
/s/ Richard F. Zannino   Director   July 2, 2020
Richard F. Zannino

 

 5 

 

Exhibit 5.1

 

July 2, 2020

 

IAC/InterActiveCorp

555 West 18th Street

New York, NY 10011

 

Ladies and Gentlemen:

 

This opinion is furnished in connection with the filing with the Securities and Exchange Commission (the “SEC”) of a Post-Effective Amendment on Form S-8 to the Registration Statement on Form S-4 (File No. 333-236420-01) filed by IAC/InterActiveCorp, a Delaware corporation formerly known as IAC Holdings, Inc. (“Registrant”) and Match Group, Inc., a Delaware corporation formerly known as IAC/InterActiveCorp, on February 13, 2020, as amended by the pre-effective Amendment No. 1 thereto filed with the SEC on April 28, 2020 (the “Form S-4”), which the SEC declared effective at 4:00 p.m. Eastern Time on April 30, 2020 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of up to 2,957,299 shares of the common stock, par value $0.001 per share, of the Registrant (the “Shares”), consisting of (a) 490,905 Shares under the IAC/InterActiveCorp Retirement Savings Plan, 294,543 of which are currently held by the plan, and 196,362 of which remain available for grant under the plan, (b) 422,179 Shares under the 2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors, the 2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors and the 2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors, 216,204 of which are covered by existing deferrals under the plans, and 205,974 of which remain available for issuance under the plans, and (c) 450,822, 320,842, 22,727 and 1,249,824 Shares issuable in respect of additional Shares corresponding to restricted stock unit awards, performance stock unit awards, awards that may have been issued between February 1, 2020 and June 30, 2020 and subsidiary equity awards, respectively, outstanding as of January 31, 2020, such amounts reflecting the additional shares resulting from the adjustment of outstanding awards resulting from the separation of Registrant and the company now known as Match Group, Inc.

 

I have acted as counsel to Registrant in connection with certain matters relating to the plans under which the Shares may be issued and the registration of the Shares. I have reviewed such corporate proceedings relating thereto and have examined such records, certificates and other documents and considered such questions of law as I have deemed necessary in giving this opinion, including:

 

(i)Registrant’s Restated Certificate of Incorporation, restated as of June 30, 2020;
   
(ii)Registrant’s By-laws, as amended and restated as of June 30, 2020;
   
(iii)copies of IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan, IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan, IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan, IAC/InterActiveCorp Retirement Savings Plan, 2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors, 2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors and 2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors (collectively, the “Plans”); and
   
(iv)the Registration Statement.

 

In examining the foregoing documents, I have assumed all signatures are genuine, that all documents purporting to be originals are authentic, that all copies of documents conform to the originals, that the representations and statements included therein are accurate and that there will be no changes in applicable law between the date of this opinion and the dates on which the Shares are issued or delivered pursuant to the Registration Statement.

 

I have relied as to certain matters on information obtained from public officials, officers of Registrant and other sources I believe to be responsible.

 

 

 

 

Based on the foregoing, it is my opinion that the Shares will be, upon issuance and delivery pursuant to the terms and conditions of the Plans and as set forth in the Registration Statement, legally issued, fully paid and non-assessable.

 

Registrant is a Delaware corporation, and while I am not engaged in the practice of law in the State of Delaware, I am generally familiar with the Delaware General Corporation Law as presently in effect and have made such inquiries as I considered necessary to render this opinion. I am a member of the Bar of the State of New York and express no opinion as to the laws of any jurisdiction other than the federal laws of the United States, the laws of the State of New York and the Delaware General Corporation Law.

 

I hereby consent to the filing of this opinion as Exhibit 5.1 to the aforementioned Registration Statement and to the reference to my name under the heading “Interests of Named Experts and Counsel” in the Registration Statement and any amendments thereto. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.

 

Very truly yours,
/s/ Gregg Winiarski  
Gregg Winiarski
Executive Vice President, General Counsel & Secretary

 

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 (No. 333-XXXXXX) to the Registration Statement on Form S-4 (No. 333-236420), pertaining to shares of common stock of New IAC that will be issuable under the following plans:

 

·IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp Retirement Savings Plan;
·2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors;
·2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors; and
·2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors,

 

of our report dated March 20, 2020, with respect to the combined financial statements of IAC Holdings, Inc. as of December 31, 2019, and for each of the three years in the period ended December 31, 2019, included in the Registration Statement (Form S-4 No. 333-236420) and related Joint Proxy Statement/Prospectus of IAC/InterActiveCorp and IAC Holdings, Inc. filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

New York, New York

July 1, 2020

 

 

 

 

Exhibit 23.3

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 (No. 333-XXXXXX) to the Registration Statement on Form S-4 (File No. 333-236420), pertaining to shares of common stock of New IAC that will be issuable under the following plans:

 

·IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp Retirement Savings Plan;
·2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors;
·2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors; and
·2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors,

 

of our report dated March 7, 2019, with respect to the consolidated financial statements of Care.com, Inc. as of December 29, 2018 and for the two years ended December 29, 2018, included in the Registration Statement (Form S-4 No. 333-236420) and related Joint Proxy Statement/Prospectus of IAC/InterActiveCorp and IAC Holdings, Inc. filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

July 1, 2020

 

 

 

 

Exhibit 23.4

 

Consent of Independent Auditors

 

We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-8 (No. 333-XXXXXX) to the Registration Statement on Form S-4 (File No. 333-236420), pertaining to shares of common stock of New IAC that will be issuable under the following plans:

 

·IAC/InterActiveCorp 2013 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp 2008 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp 2005 Stock and Annual Incentive Plan;
·IAC/InterActiveCorp Retirement Savings Plan;
·2011 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors;
·2007 IAC/InterActiveCorp Deferred Compensation Plan for Non-Employee Directors; and
·2000 IAC/InterActiveCorp Fee Deferral Plan for Non-Employee Directors,

 

of our report dated March 20, 2020 with respect to the consolidated financial statements of Care.com, Inc. for the year ended December 31, 2019, included in the Registration Statement (Form S-4 No. 333-236420) and related Joint Proxy Statement/Prospectus of IAC/InterActiveCorp and IAC Holdings, Inc. filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

July 1, 2020