IAC FinanceCo, Inc.Registration Rights Agreement • October 6th, 2017 • Iac/Interactivecorp • Retail-retail stores, nec • New York
IAC FinanceCo, Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to certain purchasers (in their role in the Initial Placement, as hereinafter defined, the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 0.875% Exchangeable Senior Notes due 2022 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Issuer, IAC/InterActiveCorp, a Delaware corporation and the parent of the Issuer (“IAC”), and the Representatives, dated as of September 26, 2017 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Notes. In certain circumstances, the Notes will be exchangeable for (i) cash, (ii) shares of the Reference Common Stock (as defined below) or (iii) a combination thereof, at the Issuer’s election, in accordance with the terms of the Notes and the Indenture (as defined below). The obligations of the Issuer in respect of the Notes will be guaranteed on a senior
IAC FINANCECO, INC., as Company, IAC/INTERACTIVECORP, as Reference Entity AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of October 2, 2017 0.875% Exchangeable Senior Notes due 2022Indenture • October 6th, 2017 • Iac/Interactivecorp • Retail-retail stores, nec • New York
INDENTURE dated as of October 2, 2017 among IAC FINANCECO, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), IAC/INTERACTIVECORP, a Delaware corporation, as guarantor (“IAC” and, on the Issue Date (as defined below), the “Reference Entity,” as more fully set forth in Section 1.01) and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
JOINDER AND REAFFIRMATION AGREEMENTJoinder and Reaffirmation Agreement • October 6th, 2017 • Iac/Interactivecorp • Retail-retail stores, nec • New York
JOINDER AND REAFFIRMATION AGREEMENT, dated as of October 2, 2017 (this “Agreement”), among IAC/InterActiveCorp, a Delaware corporation (the “Existing Borrower”), IAC Group, LLC, a Delaware limited liability company (the “Successor Borrower”), each of the subsidiaries of the Borrower set forth on Schedule 1 hereto (the “Reaffirming Parties”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders under the Credit Agreement referred to below and as collateral agent (the “Collateral Agent”) for the Secured Parties.
