Attached files
| file | filename |
|---|---|
| EX-10.1 - AMENDMENT NO. 4 TO THE CREDIT AGREEMENT - Match Group Holdings II, LLC | mtch8-k20170817ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): August 14, 2017
MATCH GROUP, INC.
(Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation) | 001-37636 (Commission File Number) | 26-4278917 (IRS Employer Identification No.) |
8750 North 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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-2of 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 1.01. | Entry into a Material Definitive Agreement. |
On August 14, 2017, Match Group, Inc. (the “Company”) entered into the Incremental Assumption Agreement and Amendment No. 4 (the “Fourth Amendment”) to that certain credit agreement, dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, with JPMorgan Chase Bank, N.A., as administrative agent, and certain lenders party thereto (the “Existing Credit Agreement” and, as amended by the Fourth Amendment, the “Amended Credit Agreement”).
In connection with the Fourth Amendment, the Company prepaid its existing term loans in full and borrowed incremental term loans in an aggregate principal amount of $425.0 million. As of the date of this report, $425.0 million aggregate principal amount is outstanding under the term loan facility and $25 million is outstanding under the revolving facility, each under the Amended Credit Agreement.
The Fourth Amendment reduced the applicable interest rate margin by 0.75% per annum and reduced the LIBOR floor by 0.75% per annum so that amounts outstanding under the Company's term loan facility bear interest, at the Company's option, at (i) LIBOR plus 2.50% per annum with a LIBOR floor of 0.00% per annum or (ii) a base rate plus 1.50% per annum. No regular amortization is required with respect to amounts outstanding under the term loan facility.
The restrictive covenants, maturity date and events of default in the Amended Credit Agreement are unchanged from the provisions in the Existing Credit Agreement, except that the parties modified the restrictive covenant relating to activities of the Company.
The foregoing description of the Fourth Amendment is not intended to be complete and is qualified in its entirety by reference to the Fourth Amendment, a copy of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description |
10.1 | Amendment No. 4 dated as of August 14, 2017 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, among Match Group, Inc., as borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto. |
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/ Gary Swidler | |
Gary Swidler | ||
Chief Financial Officer | ||
Date: August 17, 2017
INDEX TO EXHIBITS
Exhibit Number | Description |
10.1 | Amendment No. 4 dated as of August 14, 2017 to the Credit Agreement dated as of October 7, 2015, as amended and restated as of November 16, 2015, as further amended as of December 16, 2015, as further amended as of December 8, 2016, among Match Group, Inc., as borrower, the Lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto. |