Epstein Secrets

0 million revolving credit facility, or the Revolving Credit Facility. We currently expect to enter a seven-year $800 million term loan facility, or the Term Loan Facility, under the Credit Agreement. On October 16, 2015. we commenced a private exchange offer to eligible holders to exchange any and all of $500 million

in the exchange offer to IAC for cancellation. On October 28, 2015, we completed the previously announced acquisition of Plentyoffish Media Inc., or PlentyOfFish, for aggregate consideration of $575.0 million. Implications of being an eme►ging growth company As a company with less than $1.0 billion in reven

ted balance sheet and statement of operations after giving effect to the PlentyOfFish acquisition, the issuance of the Match Notes, borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions. The pro forma f

ing includes 38,461638 shares IAC will receive in exchange for its $500.0 million cash contribution to us made in connection with the acquisition of PlentyOfFish. based on an assumed initial public offering price of $13.00 per share. which is the midpoint of the offering price range set forth on the cover pag

information under combined balance sheet information gives effect to the PlentyOfFish acquisition, the issuance of the Match Notes. borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving Credit Facility and the application of proceeds of these transactions as If each had o

combined statement of operations information gives effect to the PlentyOfFish acquisition, the issuance of the Match Notes. borrowings under the Term Loan Facility, this offering and the related borrowings under the Revolving

ndebtedness, Including secured Indebtedness. On a pro forma basis giving effect to the acquisition of PlentyOfFish, the issuance of the Match Notes, the Term Loan Facility, this offering and the related http-lvdvmsec.gov:An:lives Aatz1575189,000104746915006431 12226458"-la.limil I I .9"2013 911:17 Ahfl CONFIDENTIAL -

We and our subsidiaries may Incur additional indebtedness, Including secured Indebtedness. On a pro forma basis giving effect to the acquisition of PlentyOfFish, the issuance of the Match Notes, the Term Loan Facility, this offering and the related http-lvdvmsec.gov:An:lives Aatz1575189,000104746915006431 1

bution from IAC, as well as the exchange of $443.5 million in Match Notes for IAC 2022 Notes and the application of the proceeds of borrowings under the Term Loan Facility. which includes a distribution of $575.5 million to IAC, our pro forma net book value per share was $1.36. As of September 30. 2015. after giving pr

ty0fFish including the funding received from IAC of $500 million in the aggregate 0.78 Pro forma net book value per share after the acquisition of PlentyOfFish 6 32 Net decrease in pro forma net book value per share due to the Match Note Exchange. borrowings under the Term Loan Facility and the related ap

ts as additional information becomes available and additional analyses are performed, and each further adjustment may be material. The Match Notes, the Term Loan Facility and use of proceeds The pro forma information has been prepared assuming: $443.5 million of Match Notes are issued; $800.0 million of borrowings u

s have been included in the pro forma financial statements for the incremental expenses that we expect to incur as a public company. Acquisition of PlentyOfFish On October 28. 2015, vie completed the acquisition of all of the outstanding equity interests of PlentyOfFish for aggregate consideration of $575.0