IAC FINANCECO 2, INC.Registration Rights Agreement • May 28th, 2019 • Iac/Interactivecorp • Retail-retail stores, nec • New York
IAC FinanceCo 2, 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 2026 (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 May 21, 2019 (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 uns
IAC FINANCECO 3, INC., as Company, IAC/INTERACTIVECORP, as Reference Entity AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of May 28, 2019 2.00% Exchangeable Senior Notes due 2030Indenture • May 28th, 2019 • Iac/Interactivecorp • Retail-retail stores, nec • New York
INDENTURE dated as of May 28, 2019 among IAC FINANCECO 3, 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).
