8-K - MTCH - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2021

MATCH

GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34148	59-2712887
(State or other jurisdiction<br> <br><br> of incorporation)	(Commission <br><br> File Number)	(IRS Employer <br><br> Identification No.)

8750North Central Expressway, Suite 1400

Dallas,TX 75231

(Address of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code: (214) 576-9352

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
---	---
¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities

registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common<br> Stock, par value $0.001	MTCH	The<br> Nasdaq Stock Market LLC<br><br> (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

Repurchase of 2022 Exchangeable Notes

On September 22, 2021, Match Group Inc. (“Match Group”) announced that it intends to repurchase 0.875% exchangeable senior notes due 2022 (“2022Exchangeable Notes”) issued by Match Group FinanceCo, Inc., a wholly owned subsidiary of Match Group, pursuant to privately negotiated agreements with a limited number of current holders of such 2022 Exchangeable Notes (the “ExchangeableNotes Repurchase”). In connection with the Exchangeable Notes Repurchase, an affiliate of Match Group expects to enter into agreements with certain financial institutions to terminate corresponding portions of the exchangeable note hedges acquired in connection with the issuance of the 2022 Exchangeable Notes; in addition, Match Group expects to enter into agreements to terminate a portion of the warrant transactions Match Group previously entered into with such financial institutions (collectively, the “Hedge and Warrant Unwind Transactions”). In connection with the Hedge and Warrant Unwind Transactions, the counterparties to certain of these transactions or their respective affiliates may sell shares of Match Group’s common stock in secondary market transactions, or may unwind derivative transactions that may in turn result in secondary market sales of the common stock, shortly after pricing of the Registered Direct Offering and the Notes Offering (each as defined below).

Match Group expects to fund the Exchangeable Notes Repurchase with the net proceeds from the Registered Direct Offering and the Hedge and Warrant Unwind Transactions, together with a portion of the net proceeds from the Notes Offering.

Registered Direct Offering

On September 22, 2021, Match Group announced that it intends to commence a proposed registered direct offering (the “Registered Direct Offering”) of shares of its common stock.

Match Group intends to use the net proceeds of the Registered Direct Offering, together with the net proceeds of the Hedge and Warrant Unwind Transactions and a portion of the net proceeds of the Notes Offering, to repurchase 2022 Exchangeable Notes pursuant to privately negotiated agreements with a limited number of current holders of such 2022 Exchangeable Notes.

The press release announcing the commencement of the Registered Direct Offering is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Notes Offering

On September 22, 2021, Match Group announced that its indirect wholly owned subsidiary, Match Group Holdings II, LLC, (“Holdings II”), intends to commence a proposed private unregistered offering (the “Notes Offering”) of $500.0 million aggregate principal amount of senior notes due 2031.

Holdings II intends to distribute a portion of the net proceeds of the Notes Offering to Match Group for its use, together with the net proceeds of the Registered Direct Offering and the Hedge and Warrant Unwind Transactions, to repurchase 2022 Exchangeable Notes pursuant to privately negotiated agreements with a limited number of current holders of such 2022 Exchangeable Notes. Holdings II intends to use any remaining net proceeds of the Notes Offering for general corporate purposes.

The press release announcing the commencement of the Notes Offering was issued in accordance with Rule 135c under the Securities Act of 1933, as amended, and is attached hereto as Exhibit 99.2 and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

ExhibitNumber	Description
99.1	Press Release dated September 22, 2021 announcing the Registered Direct Offering
99.2	Press Release dated September 22, 2021 announcing the Notes Offering
104	Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MATCH GROUP, INC.
By:	/s/ Jared F. Sine
	Name:	Jared F. Sine
	Title:	Chief Business Affairs Officer and Legal Officer Secretary

Date: September 22, 2021

Exhibit 99.1

Match Group Announces Registered Direct Offering

DALLAS, TX – September 22, 2021 – Match Group (NASDAQ: MTCH) announced today that it intends to commence an offering of shares of its common stock (the “Shares”) in a registered direct offering (the “Registered Direct Offering”). The price per share and the number of shares of common stock to be issued will be determined based upon a volume-weighted average price per share of common stock during an averaging period commencing September 24, 2021.

Match Group intends to use the proceeds of the Registered Direct Offering, together with the net proceeds of its concurrent termination of certain note hedges and warrant transactions and a portion of the net proceeds of the concurrent notes offering by its indirect wholly owned subsidiary, Match Group Holdings II, LLC, to repurchase 0.875% exchangeable senior notes due 2022 pursuant to privately negotiated agreements with a limited number of current holders of such exchangeable notes.

J.P. Morgan Securities LLC will act as the exclusive placement agent for the Registered Direct Offering. The Registered Direct Offering will be made only by means of a prospectus supplement relating to the Registered Direct Offering and accompanying base prospectus previously filed with the Securities and Exchange Commission (the “SEC”), copies of which may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov or, upon request, from J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by telephone at (866) 803-9204 or by email at prospectus-eq_fi@jpmorganchase.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Match Group

Match Group (NASDAQ: MTCH), through its portfolio companies, is a leading provider of digital technologies designed to help people make meaningful connections. Our global portfolio of brands includes Tinder®, Match®, Meetic®, OkCupid®, Hinge®, Pairs™, PlentyOfFish®, OurTime®, Azar®, Hakuna Live™, and more, each built to increase our users’ likelihood of connecting with others. Through our trusted brands, we provide tailored services to meet the varying preferences of our users. Our services are available in over 40 languages to our users all over the world.

Forward-Looking Statements

This press release contains forward-looking statements regarding the future performance of Match Group, within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. These risks and uncertainties include, but are not limited to, Match Group’s ability to consummate the transactions described herein. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of Match Group are contained in its filings with the SEC, including its reports on Forms 10-K, 10-Q and 8-K. Match Group undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Contacts:

Justine Sacco

Match Group Corporate Communications

MatchGroupPR@match.com

516-554-5666

Exhibit 99.2

Match Group Announces Senior Notes Offering

DALLAS, TX – September 22, 2021 – Match Group (NASDAQ: MTCH) announced today that its indirect wholly owned subsidiary, Match Group Holdings II, LLC (the “Issuer”), intends to commence an offering of $500.0 million aggregate principal amount of senior notes due 2031 (the “Notes”) in a private offering (the “Notes Offering”). The interest rate and other terms of the Notes will be determined at the time of sale.

The Issuer intends to distribute a portion of the net proceeds of the Notes Offering to Match Group for its use, together with the net proceeds of Match Group’s concurrent registered direct offering and the net proceeds of Match Group’s concurrent termination of certain note hedges and warrant transactions, to repurchase 0.875% exchangeable senior notes due 2022 pursuant to privately negotiated agreements with a limited number of current holders of such exchangeable notes. The Issuer intends to use any remaining net proceeds of the Notes Offering for general corporate purposes.

The Notes Offering will be made only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “SecuritiesAct”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and may not be offered or sold without registration unless an exemption from such registration is available.

This press release is issued pursuant to Rule 135c of the Securities Act, and does not constitute an offer to sell the Notes, nor a solicitation for an offer to purchase the Notes.