8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 1, 2017

Angie’s List, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35339	27-2440197
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1030 E. Washington Street

Indianapolis, IN 46202

(Address of principal executive offices,
including zip code)

(888) 888-5478

(Registrant’s telephone number, including
area code)

Not Applicable

(Former name or former address, if
changed since last report)

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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. o

Item 8.01 Other Events

On May 1, 2017, IAC/InterActiveCorp (“IAC”), a Delaware corporation, and Angie’s List, Inc. (“Angie’s List”) jointly issued a press release announcing that the parties had signed a definitive agreement to combine IAC’s HomeAdvisor business and Angie’s List into a new publicly traded company, to be called ANGI Homeservices Inc., subject to the terms and conditions set forth in the definitive agreement.  A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Angie’s List also provided supplemental information regarding the proposed transaction in connection with a presentation to investors.  A copy of the investor presentation is attached hereto at Exhibit 99.2 and is incorporated by reference herein.

Angie’s List further issued communications to employees of Angie’s List regarding the proposed transaction.  A copy of the communications to Angie’s List employees are attached hereto as Exhibit 99.3.

Item 9.01  Financial Statements and Exhibits

Exhibit No.	Description
99.1	Joint Press Release, dated as of May 1 2017.
99.2	Investor Presentation, dated as of May 1, 2017.
99.3	Email to Angie’s List Employees, dated as of May 1, 2017.

2

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.

Dated: May 1, 2017

ANGIE’S LIST, INC.

/s/ Shannon M. Shaw

By: Shannon M. Shaw

Its: Chief Legal Officer & Corporate Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Joint Press Release, dated as of May 1 2017.
99.2	Investor Presentation, dated as of May 1, 2017.
99.3	Email to Angie’s List Employees, dated as of May 1, 2017.

4

EX-99.1

Exhibit 99.1

IAC’s HomeAdvisor to Combine with Angie’s List

·Creates clear industry leader in $400 billion home services marketplace

·On a pro forma basis, company generated an estimated $17 billion in transaction value over the last 12 months for more than 200,000 paying service providers across the two platforms

NEW YORK and INDIANAPOLIS — May 1, 2017 — IAC (NASDAQ: IAC) and Angie’s List, Inc. (NASDAQ: ANGI) today announced they have entered into a definitive agreement to combine IAC’s HomeAdvisor and Angie’s List into a new publicly-traded company, to be called ANGI Homeservices Inc. The combined business, which will maintain both Angie’s List and HomeAdvisor brands, will offer unparalleled scale and product breadth to match homeowners with service professionals in the $400 billion domestic home services market. The transaction has been approved by the Boards of Directors of both companies, and is expected to close in the fourth quarter of 2017.

“This is now the 10th publicly traded company to emerge from what was one company, in 1995, with $48 million in sales and a market capitalization of $201 million — the beginning of IAC. Today, the equity value of the companies created is in excess of $43 billion, with a compounded annual return of 13.3 percent.  While it’s hard to predict the future, I think we’ll just keep going,” said Barry Diller, Chairman of IAC and Expedia, Inc.

Under the terms of the agreement, Angie’s List stockholders will have the right to elect to receive either one share of Class A common stock of ANGI Homeservices Inc. or $8.50 per share in cash, for each share of Angie’s List stock that they own, with the total amount of cash available in the transaction capped at $130 million. Depending upon the number of Angie’s List stockholders electing to receive cash, upon completion of the transaction, IAC will own between approximately 87 percent and approximately 90 percent of the equity value of the combined company.

The transaction combines the power of Angie’s List’s well-known brand and large audience with IAC’s home services category leader HomeAdvisor. HomeAdvisor has the industry’s largest network of paying, high quality service professionals and a consumer product driving seven consecutive quarters of domestic revenue growth in excess of 35 percent. The combined company will have a target five-year compound annual growth rate of revenue of 20 to 25 percent, and a target Adjusted EBITDA margin that will ramp to approximately 35 percent.

HomeAdvisor CEO Chris Terrill will assume the role of CEO of ANGI Homeservices Inc., whose headquarters will be based out of HomeAdvisor’s Golden, Colorado location. IAC CEO Joey Levin will also serve as Chairman of the Board of Directors. Thomas R. Evans, current Chairman of the Board of Directors of Angie’s List, and Angie Hicks, Angie’s List co-founder and CMO, are expected to join the board of ANGI Homeservices Inc.

1

Key benefits of the combination include:

·Scale: Homeowners will be able to tap into North America’s largest combined network of active, high quality service professionals between HomeAdvisor’s network of more than 156,000 and Angie’s List’s network of more than 55,000, collectively up 24 percent year-over-year as of the first quarter of 2017.

·Product innovation: HomeAdvisor’s state of the art technology and products — including Instant Booking and Instant Connect — will enhance the experience for the more than 22 million monthly users visiting both HomeAdvisor and Angie’s List today.

·Monetization: The combination of Angie’s List’s nationally-recognized brand and directory monetization model with HomeAdvisor’s performance-based on demand marketplace will provide a world class experience to the largest numbers of homeowners and service providers alike. Applying HomeAdvisor’s existing operating model to Angie’s List’s direct audience will help drive incremental jobs to the combined service professional network and increase combined revenue.

·Growth: HomeAdvisor can accelerate growth with a giant leap in scale on both the supply and demand side of the home services marketplace, driving further innovation, customer satisfaction and deeper penetration in a fast growing — but relatively immature — market.

·Synergies: By the end of 2018, management expects to fully implement $100 to $250 million of annualized synergies.

“Both Angie’s List and HomeAdvisor have built impressive businesses based on delivering homeowners and home service professionals incredible value,” said Chris Terrill, CEO of HomeAdvisor. “We’ve only just scratched the surface of this tremendous market opportunity, given 90 percent of home improvement transactions are still generated via word-of-mouth. By combining HomeAdvisor and Angie’s List’s complementary strengths, the combined company will be able to leverage its joint models and resources to not only accelerate market penetration, but also continued online conversion of that marketplace.”

Said Thomas R. Evans, Chairman of Angie’s List, “After completing our comprehensive strategic review, we have found a true partner in IAC and HomeAdvisor that we believe will create tremendous shareholder value for Angie’s List. Together, we uniquely benefit from the powerful combination of two market leaders, who, by joining forces, can drive incredible innovation, customer satisfaction and category growth.”

“Since 1995, Angie’s List has set the bar for enabling quality home services experiences for millions of consumers and service pros. I’m thrilled that IAC and HomeAdvisor share our vision for what’s possible when it comes to the home services category’s massive potential,” said Angie Hicks, co-founder and CMO of Angie’s List. “Together, we will relentlessly elevate home services experiences for an even broader base of customers.”

2

“This transaction not only cements our category leadership, it also unlocks the value embedded in HomeAdvisor by effectively making HomeAdvisor public for the first time, joining the ranks of Match, Expedia, Ticketmaster, and others,” said Joey Levin, CEO of IAC. “We love these category leaders in big consumer verticals where we can ride an obvious offline to online migration with winning products and multiple brands. We did it in dating, travel, and ticketing, and we expect we’ll do the same with home services.”

Transaction Details

Under the terms of the merger agreement, Angie’s List will merge with a subsidiary of ANGI Homeservices Inc. In the merger, Angie’s List stockholders may elect to receive, in exchange for each share of Angie’s List owned, either one share of ANGI Homeservices Inc. Class A common stock, or $8.50 in cash.  Elections by Angie’s List stockholders will be subject to proration to the extent the total number of stockholders electing to receive cash would result in payment of more than $130 million. The ANGI Homeservices Inc. Class A common stock issued in the merger will possess one vote per share and is expected to be listed for trading on Nasdaq at closing of the transaction. ANGI Homeservices Inc. will also issue shares of Class B common stock, possessing 10 votes per share, to IAC in exchange for the contribution by IAC of HomeAdvisor.  Upon closing of the transaction, depending upon the number of Angie’s List stockholders electing to receive cash, IAC will hold between approximately 87 percent and approximately 90 percent of the combined company’s equity value and approximately 98 percent of the total voting power, and former Angie’s List stockholders will hold equity in the combined company representing between approximately 13 percent and approximately 10 percent of the combined company’s equity value. IAC will designate a majority of the initial members of the Board of Directors of the combined company. The transaction, which is subject to the satisfaction of customary closing conditions, including regulatory approvals and the approval by Angie’s List stockholders, is expected to close in the fourth quarter of 2017.

Representation

J.P. Morgan Securities LLC acted as financial advisor to IAC and HomeAdvisor, and Wachtell Lipton Rosen & Katz LLP acted as legal counsel.  Allen & Company LLC and BofA Merrill Lynch acted as financial advisors to Angie’s List, and Sidley Austin LLP served as legal counsel.

Conference Call to Discuss Transaction

IAC will audiocast a conference call to answer questions regarding this transaction on Tuesday, May 2 at 8:30 a.m. Eastern Time (ET). An investor deck is available on the investor relations section of IAC’s website at http://www.iac.com/Investors. The live audiocast and replay will be open to the public at http://www.iac.com/Investors.

Company Conference Calls for Quarterly Earnings

IAC will audiocast a conference call to answer questions regarding its first quarter financial results and accompanying materials on Thursday, May 4, 2017 at 8:30 a.m. Eastern Time (ET).  After the close of market trading on Wednesday, May 3, IAC will post its first quarter results and simultaneously publish a letter to shareholders, which may include certain forward-looking information, on the investor relations section of the company’s website at

3

http://www.iac.com/Investors.

The live audiocast and replay will be open to the public at http://www.iac.com/Investors.

About IAC

IAC (NASDAQ: IAC) is a leading media and Internet company comprised of widely known consumer brands such as HomeAdvisor, Vimeo, Dictionary.com, The Daily Beast, Investopedia, and Match Group’s online dating portfolio, which includes Match, Tinder, PlentyOfFish and OkCupid.  The company is headquartered in New York City and has offices worldwide.

About HomeAdvisor

HomeAdvisor is the operator of the largest home services marketplace across the globe, providing homeowners the tools and resources for home repair, maintenance and improvement projects. HomeAdvisor’s marketplace lets homeowners view average project costs using True Cost Guide, find local prescreened home professionals and instantly book appointments online or through HomeAdvisor’s award-winning mobile app, compatible with all iOS, Android and smart home devices such as Amazon Echo. Globally, HomeAdvisor owns the market leaders in Canada (HomeStars), Germany (MyHammer), France (Travaux.com), Netherlands (Werkspot), Italy (Instapro) and the UK (MyBuilder). HomeAdvisor is based in Golden, Colo., and is an operating business of IAC (NASDAQ: IAC).

About Angie’s List

Finding a pro for a job well done is made easy online by visiting Angieslist.com. Nearly six million members nationwide use Angie’s List, a leading provider of reviews, offers and information in over 700 service categories, to help them improve their homes. Built on a foundation of more than 10 million verified reviews of local service, Angie’s List connects members directly to its online marketplace of services and offers unique tools and support designed to improve the local service experience for both members and service professionals.

Important Additional Information

Investors and security holders are urged to carefully review and consider each of IAC’s and Angie’s List’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to, if applicable, their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by IAC with the SEC may be obtained free of charge at IAC’s website at http://www.iac.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from IAC by requesting them in writing to IAC Investor Relations, 555 West 18th Street, New York, NY 10011, or by telephone at 1- 212-314-7400.

The documents filed by Angie’s List with the SEC may be obtained free of charge at Angie’s List’s website at http://www.angieslist.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Angie’s List by requesting them in writing to Investor Relations, Angie’s List, Inc., 1030 East Washington Street, Indianapolis, Indiana 46202, or by telephone at 1-888-888-5478.

4

In connection with the proposed transaction, ANGI Homeservices Inc. intends to file a registration statement on Form S-4 with the SEC which will include a proxy statement of Angie’s List and a prospectus of ANGI Homeservices Inc., and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Angie’s List are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the stockholders of Angie’s List seeking the required stockholder approval. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from IAC or Angie’s List as described in the paragraphs above.

Participants in the Solicitation

IAC, ANGI Homeservices Inc., Angie’s List and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Angie’s List’s stockholders in connection with the proposed transactions.  Information about the directors and executive officers of IAC is set forth in the definitive proxy statement for IAC’s 2017 annual meeting of stockholders, as previously filed with the SEC on May 1, 2017. Information about the directors and executive officers of Angie’s List and their ownership of Angie’s List common stock is set forth in the definitive proxy statement for Angie’s List’s 2017 annual meeting of stockholders, as previously filed with the SEC on April 28, 2017. Angie’s Lists stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus when they become available.  Free copies of these documents may be obtained as described in the paragraphs above.

Cautionary Statement Regarding Forward-Looking Information

The information presented herein may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects” and “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC’s and/or ANGI Homeservices Inc.’s future financial performance, IAC’s and/or ANGI Homeservices Inc.’s business prospects, strategy and anticipated trends in the industries in which IAC’s and/or ANGI Homeservices Inc.’s businesses operate, or will operate, and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements.

In addition to factors previously disclosed in IAC’s and Angie’s List’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: (1) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the

5

merger agreement; (2) the outcome of any legal proceedings that may be instituted against any party to the merger agreement; (3) the failure to obtain the necessary stockholder approval or to satisfy any of the other conditions to the proposed transactions on a timely basis or at all; (4) the possibility that the anticipated cost savings and other benefits of the proposed transactions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of HomeAdvisor and Angie’s List or as a result of changes in the economy and competitive factors in the areas where they do business; (5) the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (6) diversion of management’s attention from ongoing business operations and opportunities; (7) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transactions; (8) changes in asset quality and credit risk; (9) the potential liability for a failure to meet regulatory requirements; (10) potential changes to tax legislation; (11) the potential effect of the announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with employees, customers and competitors; (12) the ability to retain key personnel; and (13) changes in local, national and international financial market, insurance rates and interest rates. Forward-looking statements speak only as of the date they are made and IAC, ANGI Homeservices Inc. and Angie’s List do not intend, and undertake no obligation, to update any forward-looking statement.

Contact Us

IAC Investor Relations

Mark Schneider

(212) 314-7400

Angie’s List Investor Relations

Leslie Arena

(317) 808-4527

IAC Corporate Communications

Isabelle Weisman

(212) 314-7361

6

EX-99.2

Exhibit 99.2

1 Accelerating Category Leadership May 1, 2017

Cautionary Statement Regarding Forward-Looking Information The information presented herein may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The use of words such as “anticipates,” “estimates,” “expects” and “plans” and “believes,” among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: IAC’s and/or ANGI Homeservices Inc.’s future financial performance, IAC’s and/or ANGI Homeservices Inc.’s business prospects, strategy and anticipated trends in the industries in which IAC’s and/or ANGI Homeservices Inc.’s businesses operate, or will operate, and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements. In addition to factors previously disclosed in IAC’s and Angie’s List’s reports filed with the Securities and Exchange Commission and those identified elsewhere in this communication, the following factors, among others, could cause actual results to differ materially from forward-looking statements and historical performance: (1) the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the merger agreement; (2) the outcome of any legal proceedings that may be instituted against any party to the merger agreement; (3) the failure to obtain the necessary stockholder approval or to satisfy any of the other conditions to the proposed transactions on a timely basis or at all; (4) the possibility that the anticipated cost savings and other benefits of the proposed transactions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of HomeAdvisor and Angie’s List or as a result of changes in the economy and competitive factors in the areas where they do business; (5) the possibility that the proposed transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (6) diversion of management’s attention from ongoing business operations and opportunities; (7) potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transactions; (8) changes in asset quality and credit risk; (9) the potential liability for a failure to meet regulatory requirements; (10) potential changes to tax legislation; (11) the potential effect of the announcement of the proposed transactions or consummation of the proposed transactions on relationships, including with employees, customers and competitors; (12) the ability to retain key personnel; and (13) changes in local, national and international financial market, insurance rates and interest rates. Forward-looking statements speak only as of the date they are made and IAC, ANGI Homeservices Inc. and Angie’s List do not intend, and undertake no obligation, to update any forward-looking statement. 2

Important Additional Information Investors and security holders are urged to carefully review and consider each of IAC’s and Angie’s List’s public filings with the Securities and Exchange Commission (the “SEC”), including but not limited to, if applicable, their Annual Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by IAC with the SEC may be obtained free of charge at IAC’s website at http://www.iac.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from IAC by requesting them in writing to IAC Investor Relations, 555 West 18th Street, New York, NY 10011, or by telephone at 1-212-314-7400. The documents filed by Angie’s List with the SEC may be obtained free of charge at Angie’s List’s website at http://www.angieslist.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Angie’s List by requesting them in writing to Investor Relations, Angie’s List, Inc., 1030 East Washington Street, Indianapolis, Indiana 46202, or by telephone at 1-888-888-5478. In connection with the proposed transaction, ANGI Homeservices Inc. intends to file a registration statement on Form S-4 with the SEC which will include a proxy statement of Angie’s List and a prospectus of ANGI Homeservices Inc., and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of Angie’s List are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive proxy statement/prospectus will be sent to the stockholders of Angie’s List seeking the required stockholder approval. Investors and security holders will be able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from IAC or Angie’s List as described in the paragraphs above. Participants in the Solicitation IAC, ANGI Homeservices Inc., Angie’s List and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Angie’s List stockholders in connection with the proposed transactions. Information about the directors and executive officers of IAC is set forth in the definitive proxy statement for IAC’s 2017 annual meeting of stockholders, as previously filed with the SEC on May 1, 2017. Information about the directors and executive officers of Angie’s List and their ownership of Angie’s List common stock is set forth in the definitive proxy statement for Angie’s List’s 2017 annual meeting of stockholders, as previously filed with the SEC on April 28, 2017. Angie’s List stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above. 3

Power of the Combination l HomeAdvisor and Angie’s List Proven track record of building leading category positions through strategic transactions and execution + 4 Multiple substantial sources of synergies $400 billion category with accelerating online migration Biggest brand + largest network + best product Establishes clear category leader in digital product

Accelerates Clear Industry Leader in an Attractive Growing Market $400 billion market Estimated transactions closed with SPs Other online found on Angie’s List • Online migration of home service professionals (“SPs”) is accelerating Transactions closed with SPs found on HomeAdvisor 3% • Homeownership of digitally-minded millennials is increasing ~90% of discovery offline • Product innovations are removing friction and the market increasing the size of Vast majority of SPs still found offline through word of mouth and referrals (1) Sources: J.P. Morgan equity research October 2016; HomeAdvisor user survey data fielded quarterly. Angie’s List estimated closed transactions value calculated by applying HomeAdvisor business model metrics to Angie’s List traffic. 5 U.S. Home Services(1)

The Next Multibillion Dollar Marketplace (3) (1) (6) (5) (8) (7) (4) (2) + (1) Domestic metrics. Angie’s List estimated Gross Transaction Value (“GTV”) calculated by applying HomeAdvisor business model metrics to Angie’s List traffic. Take rate reflects HomeAdvisor only. (2) Total Addressable Market (“TAM”): SunTrust equity research report 2015; GTV and take rate: Expedia presentation 2015. (3) TAM, GTV / take rate: Bloomberg, GTV calculated as annualized Q3 2016. (4) TAM: Skift (Global); all metrics 2014 pre-Expedia acquisition. (5) TAM represents total real estate agent commissions; equity research reports (BofA Merrill Lynch; Needham). (6) GrubHub reports; TAM: Euromonitor & MS 2013: Independent & Chain Delivery & Takeaway Market (Excl. Amazon Inventory Sales). (7) TAM: Analyst report “Restaurants: Global Industry Guide”; 2013 RBC equity research report. (8) ebay reports; eMarketer: Total Retail Sales Worldwide (Includes StubHub). 6 Vertical Home Services Rentals Ride Sharing Vacation Rentals Real Estate Food Delivery Restaurant Reservations eCommerce Total Addressable Market $400B ~$ 185B $310B $100B $77B $54B $3T $ 1 . 7 T Gross Transaction Value $17B $9B $22B $ 4 . 7 B $ 3 . 2 B $ 2 . 4 B $ 11B $82B Market Share 4% 5 % 7 % 5 % 4% 4% <1 % 5 % Take Rate 3-4% 10 - 12% 25% 10% 15% 15% 2 - 3% 8% Home Services marketplace has plenty of room to grow

HomeAdvisor Business Overview Note: Metrics below reflect last twelve months as of March 31, 2017. 9M+ HOMEOWNERS SERVED 156K+ SERVICE PROVIDERS NATIONWIDE MARKETPLACE 400+ METROPOLITAN AREAS SERVED Revenue ($M) Adjusted EBITDA ($M)1 76% $499 177% $49 $361 $284 2014A 2015A 2016A 2014A 6% 2015A 5% 2016A 10% Margin 1 Adjusted EBITDA defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items 7 $18$19 $12B+14M+ VALUE OF PROJECTS COMPLETED SERVICE REQUESTS (“SRs”) Strong Growth, Consistent Execution:  Seven Straight Quarters of >35% Y-O-Y Domestic Revenue Growth The Leading Marketplace for Home Services

HomeAdvisor’s Metrics Show Strong Signs of Consumer and Service Provider Engagement Note: All data indexed from January 2015. Trailing Twelve Month Average Monthly Spend / SP 2.75x 2.40x 2.05x 1.70x 1.35x 1.00x 1.40x 1.30x 1.20x 1.10x 1.00x 1.20x 1.15x 1.10x 1.05x 1.00x 0.95x 1.30x 1.20x 1.10x 1.00x 0.90x 1.20x 1.15x 1.10x 1.05x 1.00x 7.00x 5.50x 4.00x 2.50x 1.00x GMV: Total project value won by HomeAdvisor SPs through HomeAdvisor’s marketplace; Average monthly spend / SP: Average lead revenue per lead-paying SP in a given month; Job Win Rate: % of matches that any single HomeAdvisor SP wins ; SP Retention: % of SPs that are still eligible to receive leads 91-days after they are sold HomeAdvisor lead product; 360-Day Consumer Repeat Use: # of Service Requests submitted over 360 days by first-time consumers (consumers identified by their email address; limited to consumers who submit their first SR through HomeAdvisor website – desktop/mobile or mobile app); Mobile SRs: Service Requests submitted by homeowners through HomeAdvisor mobile website or mobile app. 8 Mobile Service Requests 360-Day Consumer Repeat Use Job Win Rate for SP’s SP Retention Gross Market Value (GMV) of Projects Won on the HomeAdvisor Marketplace

Angie’s List Business Overview 55K+ 5M+ SERVICE PROFESSIONALS1 MEMBERS BRAND TRAFFIC AUDIENCE Revenue ($M) Adjusted EBITDA ($M) $28 $28 $344 2014A 2015A 2016A 2014A 1% 2015A 8% 2016A 9% Margin Source: Angie’s List SEC filings Note: Adjusted EBITDA defined as net income plus taxes, interest, depreciation & amortization, stock based compensation, legal settlement accrual and non-cash asset impairment 1 Under contract for advertising, e-commerce or both 9 $315 $323 $4 700+ SERVICE CATEGORIES60K+ REVIEWS ADDED PER MONTH10M+ REVIEWS The Leading Brand in Home Services

Compelling Industrial Logic: Biggest Brand, Largest SP Network and Best Tech and Monetization (1) Source: Q4 2016 HomeAdvisor Brand Measurement Study 10 AWARENESS AWARENESS Recurring Organic Traffic Biggest Brand(1) 92% AIDED 46% UNAIDED Best Monetization Sales Force Expertise Leading Technology Largest SP Network

Monetizing Angie’s List’s Traffic with the HomeAdvisor Model 11

Enhanced Liquidity Drives Quality and Accelerates Growth of On Demand Services Total Paying SPs Angie's List HomeAdvisor 200,000 160,000 120,000 80,000 40,000 0 Liquidity Drives Powerful Network Effects Accelerating Key Performance Indicators Total Service Requests (000s) 1,600 1,400 1,200 1,000 800 600 400 200 0 12 + Repeat Usage Jan-14 Mar-14 May-14 Jul-14 Sep-14 Nov-14 Jan-15 Mar-15 May-15 Jul-15 Sep-15 Nov-15 Jan-16 Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Mar-17 + SP Job Win Rate

High Confidence, Straightforward Synergies ~$50-100M network improvements, marketing efficiencies and email database 13 ~$100-250M Potential annualized synergies More revenue across combined SP and consumer network Up to $75M Expanded product portfolio, salesforce efficiency gains, conversion Simply app lying HomeAdvisor’s existing operating model Monetizing the Angie’s List audience using HomeAdvisor’s existing SP Specific identified cost savings net of estimated revenue foregone ~$50-75M Shared expense base provides opportunity for cost synergies

Financially Attractive, Strategically Beneficial Transaction 25% (1) Assumes closing date of October 1, 2017. (2) As synergies are realized, near term growth rates in excess of 5-year CAGR. 14 Significant opportunity for immediate, near and long term value creation Long Term Targets Growth and Margin2 •5-year revenue CAGR of 20-•Adjusted EBITDA margin ramping to ~35% 2018 Target Pro Forma Adjusted EBITDA1 •$270M •Excludes transaction-related one time costs (up to $100M) and deferred revenue write off

Summary of Terms – 87-90% IAC • Expected transaction close in early Q4 2017 (1) See appendix for important explanatory notes 15 Transaction • IAC to combine HomeAdvisor and Angie’s List into ANGI Homeservices Inc., a new, publicly traded company, with ANGI Homeservices Inc. Class A shares expected to be listed on NASDAQ • Approved by the Boards of Directors of both companies • Final pro forma economic ownership of the combined company (varies based on cash election feature)1: – 10-13% Angie’s List security holders – Approximately 492 million shares outstanding Structure • Angie’s List stockholders can elect to receive, for each share of Angie’s List stock, either: – One share of Class A common stock of ANGI Homeservices Inc. (one vote per share); or – $8.50 per share in cash – subject to overall cap of $130M in cash for transaction • IAC to receive Class B common stock of ANGI Homeservices Inc. (ten votes per share) • Stock portion of transaction expected to be tax free to Angie’s List stockholders • IAC to appoint a majority of Board of Directors; two current Angie’s List directors to serve on Board – IAC CEO Joey Levin to serve as Chairman; current HomeAdvisor CEO Chris Terrill to serve as CEO Process and timing • Subject to customary closing conditions, including Angie’s List stockholder approval, HSR clearance and registration and listing of ANGI Homeservices Inc. Class A common stock • Angie’s List stockholder vote expected in Q3 2017 Summary Financial impact • Combination creates a clear industry leader • Significantly improved growth and earnings profile: will accelerate and extend HomeAdvisor growth • Multiple substantial sources of synergies, targeting $100-250M in annualized synergies – Expect to fully implement synergies by the end of 2018 – One-time costs of approximately $100M • Expect to update guidance at closing of transaction

IAC Going Forward • • Diverse portfolio of premium internet assets Substantial ownership stake in #1 players in two large categories (Dating and Home Services), each considerably underpenetrated – Home Services – $400B domestic total addressable market – Match – over 500M singles globally Significant growth potential in rest of portfolio, including Vimeo Healthy balance sheet with $1B of cash (ex-Match Group) Optimizing capital allocation and enhancing strategic flexibility • • • HomeAdvisor + Match Group Others Angie’s List Select brands: 16 + Video Applications Publishing

Accelerating Category Leadership Appendix 17

Explanatory Notes The numbers reflected on page 15 and in the table below are illustrative. Actual number of shares of ANGI Homeservices Inc. common stock to be issued to Angie’s List security holders and IAC to be calculated at the closing of the transaction and will vary based on the fully diluted number of Angie’s List shares outstanding at closing (utilizing the treasury stock method) and the number of Angie’s List shares making a cash election. 1 Consists of ANGI Homeservices Inc. Class B shares to be issued to IAC and ANGI Homeservices Inc. Class A shares that will be reserved for issuance with respect to certain equity awards issued and outstanding under HomeAdvisor’s equity incentive plan immediately prior to the closing (which awards will be converted into awards of ANGI Homeservices Inc. at the closing). 2 The number of ANGI Homeservices Inc. Class B shares to be issued to IAC is subject to adjustment one year after the closing based on the treatment of certain equity awards held by Angie’s List employees at the closing. The adjustment is not expected to result in a material change to IAC’s ownership levels in ANGI Homeservices Inc. 3 Total cash consideration in the merger is capped at $130 million and therefore cash elections are subject to proration to the extent cash is oversubscribed. 4 Consists of ANGI Homeservices Inc. Class A shares to be issued to Angie’s List stockholders in the merger and Class A shares that will be reserved for issuance with respect to certain equity awards issued and outstanding under Angie’s List equity incentive plan immediately prior to the closing (which awards will be converted into awards of ANGI Homeservices Inc. at the closing). 18 Illustrative Equity Splits and Cash Consideration (shares in millions) IAC equity ownership 87% 88% 89% 90% Shares issued to IAC1,2 428 433 438 443 Cash consideration ($ millions) - $43 $87 $130 Shares electing cash @ $8.50³ - 5 10 15 Angie's List equity ownership 13% 12% 11% 10% Shares issued to Angie's List security holders 4 64 59 54 49 Total Shares Outstanding 492 492 492 492

EX-99.3

Exhibit 99.3

Employee Communications:

A Message from Scott Durchslag

From:Scott Durchslag

Subject:Angie’s List to Merge with IAC’s HomeAdvisor

Date:May 1, 2017

This is an historic day for Angie’s List. This afternoon we announced that we have entered into an agreement with IAC to combine our company with HomeAdvisor, into a new publicly traded company.  This combination will create the premier company in the large and growing home services industry. Read the full press release here.

As the pioneer in home services, Angie’s List has long set the bar for enabling high quality local service experiences. By combining with IAC, we will create a company with scale, phenomenal opportunities for growth and unparalleled expertise in home services. The combined business will maintain both Angie’s List and HomeAdvisor brands.

This merger affirms what’s been created through your hard work, commitment to quality and dedication to our customers, and I couldn’t be more proud of our team.

While there are cost savings from duplicative efforts that will result from merging, we expect there will also be opportunities for our employees as the combined business strives to meet the needs of a rapidly growing base of consumers and service providers. In the coming months, we will be working with HomeAdvisor to identify the needs of the future combined business.  Employees of the combined entity will benefit from being part of a larger, stronger company, which will create greater opportunities over the long term.

As is common with mergers of this size involving public companies, closing is subject to regulatory and stockholder approval, and other customary closing conditions. We expect the merger to close in the fourth quarter of 2017.

Until then, we must remain focused on continuing to deliver a great experience for our consumers and service providers, while maintaining the highest standards of quality that Angie’s List customers have come to expect.

I know that today’s announcement will generate many questions. To help answer those, Angie and I will be hosting a special Bill O Radio at 10am tomorrow. Please make every effort to listen in. In the coming weeks, we will have an all-employee event with Angie’s List and HomeAdvisor executives.  In the meantime, the leadership team will be available to address your questions.

1

Thank you for all you have done to make today’s announcement possible and for your continued dedication to Angie’s List.

As always, if you have questions, please contact me personally or your manager.

IMPORTANT ADDITIONAL INFORMATION

This communication is being made in respect of the proposed merger transaction involving IAC/InterActiveCorp, a Delaware corporation, Halo TopCo, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“NewCo”), Casa Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of NewCo, and Angie’s List, lnc., a Delaware corporation (the “Company”‘). This communication does not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities or the solicitation of any vote or approval. The proposed merger will be submitted to the stockholders of the Company for their consideration. In connection therewith, the Company intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a definitive proxy statement/prospectus, to be included in the registration statement on Form S-4 to be filed by NewCo in connection with the proposed merger. However, such documents are not currently available. The definitive proxy statement/prospectus will be mailed to the stockholders of the Company. BEFORE MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/ PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about NewCo and the Company, once such documents are filed with the SEC, at the SEC’s Internet site at www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at www.angieslist.com under the heading “Investor Relations.” Stockholders of the Company may also obtain a free copy of the definitive proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the proxy statement/prospectus by contacting the Company’s Investor Relations Department at 1030 East Washington St, Indianapolis, IN 46202, (866)843-5478

The Company and certain of its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2017 annual meeting of stockholders, which was filed with the SEC on April 28, 2017, its annual report on Form 10-K for the fiscal year ended December 31, 2016, which was filed with the SEC on February 21, 2017, and in subsequent documents filed with the SEC, each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation of the stockholders of the Company and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the preliminary and definitive proxy statements/prospectuses and other relevant materials to be filed with the SEC when they become available.

2