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IAC prices units' private offerings of exchangeable senior notes

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IAC prices units' private offerings of exchangeable senior notes

IAC/InterActiveCorp on May 21 priced the private offerings by its subsidiary IAC FinanceCo 2 Inc. of $500 million of its exchangeable senior notes due 2026 and its subsidiary Iac Financeco 3 Inc. of $500 million of its exchangeable senior notes due 2030.

Each of IAC FinanceCo 2 and IAC FinanceCo 3 have granted initial purchasers of the applicable notes an option to purchase up to an additional $75 million of the IAC FinanceCo 2 exchangeable notes, and up to an additional $75 million of the IAC FinanceCo 3 exchangeable notes. In each case, this is to cover overallotments.

The IAC FinanceCo 2 exchangeable notes will be general unsecured obligations of IAC FinanceCo 2, and the IAC FinanceCo 3 exchangeable notes will be general unsecured obligations of IAC FinanceCo 3. The notes will be guaranteed by IAC, the company said May 22.

The FinanceCo 2 exchangeable notes will bear interest at a fixed rate of 0.875% per year, payable semiannually in arrears on June 15 and Dec. 15 of each year, beginning Dec. 15. The FinanceCo 3 exchangeable notes will bear interest at a fixed rate of 2.00% per year, payable semiannually in arrears on Jan. 15 and July 15 of each year, beginning Jan. 15, 2020. The FinanceCo 2 exchangeable notes will mature June 15, 2026, and the FinanceCo 3 exchangeable notes will mature Jan. 15, 2030, unless, in each case, earlier exchanged, redeemed or repurchased.

Holders of the FinanceCo 2 exchangeable notes and holders of the FinanceCo 3 exchangeable notes may opt to exchange such notes for cash, common stock of IAC or a combination thereof. The exchange rate of the FinanceCo 2 exchangeable notes will initially be 3.3028 shares of IAC common stock per $1,000 principal amount of FinanceCo 2 exchangeable notes. The initial exchange price of the FinanceCo 2 exchangeable notes represents a premium of about 32.50% to the $228.51 closing price of IAC common stock on May 21. The exchange rate of the FinanceCo 3 exchangeable notes will initially be 3.4323 shares of IAC common stock per $1,000 principal amount of FinanceCo 3 exchangeable notes.

The initial exchange price of the FinanceCo 3 exchangeable notes represents a premium of about 27.50% to the $228.51 closing price of IAC common stock on May 21.

FinanceCo 2 expects the proceeds from the offering of the FinanceCo 2 exchangeable notes to be about $490.0 million, or $563.9 million if the initial purchasers exercise their overallotment option. FinanceCo 3 estimates that the proceeds from the offering of the FinanceCo 3 exchangeable notes will be about $490.0 million, or $563.9 million if the initial purchasers exercise their overallotment option.

Each issuer intends to use a portion of the net proceeds to pay the premium on certain exchangeable note hedge transactions, and to use the remainder of the net proceeds for general corporate purposes.