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): July 2, 2020 (June 30, 2020)

Match Group, Inc.

(Match Group Holdings II, LLC, as successor by merger to Match Group, Inc.)

(Exact name of registrant as specified in its charter)

Delaware	001-37636	26-4278917
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. 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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

(Title of each class)	(Trading Symbol(s))	(Name of each exchange on which registered)
Common Stock, par value $0.001	MTCH	The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

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 ¨

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. ¨

Introductory Note.

This Current Report on Form 8-K is being filed in connection with the closing on June 30, 2020 of the transactions contemplated by that certain Transaction Agreement (the “Transaction Agreement”), dated as of December 19, 2019 and amended as of April 28, 2020 and as further amended as of June 22, 2020, by and among (i) IAC/InterActiveCorp, a Delaware corporation (“Old IAC”) and now known as Match Group, Inc. (“New Match”), (ii) IAC Holdings, Inc., a Delaware corporation (“IAC Holdings”) (now known as IAC/InterActiveCorp (“New IAC”)), (iii) Valentine Merger Sub LLC, a Delaware limited liability company, and now known as Match Group Holdings II, LLC (“Match Merger Sub”), and (iv) Match Group, Inc., a Delaware corporation (“Old Match” or the “Company”) (collectively, the “Parties”).

On June 30, 2020, pursuant to the Transaction Agreement, the Parties completed the separation of the businesses of the Company from the remaining businesses of Old IAC (the “Separation”) through a series of transactions that resulted in the pre-transaction stockholders of New Match owning shares in two, separate public companies—(1) New Match, which retained the businesses of the Company and certain Old IAC financing subsidiaries (the “Match Businesses”), and (2) New IAC, which was renamed “IAC/InterActiveCorp” and which owns IAC’s other businesses (the “IAC Businesses”)—and the pre-transaction stockholders of the Company (other than Old IAC) owning shares in New Match.

Item 1.01. Entry into a Material Definitive Agreement.

On June 30, 2020, the Company entered into the Amended and Restated Employee Matters Agreement with New Match and IAC Holdings in connection with the completion of the Separation. A summary of the principal terms of the Amended and Restated Employee Matters Agreement is set forth in the section entitled “The Transaction Agreement—Ancillary Agreements—Employee Matters Agreement” contained in Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-236420) filed by Old IAC and IAC Holdings on April 28, 2020 (the “Registration Statement”). This summary is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibits 10.1 and is incorporated herein by reference.

In addition, on June 30, 2020, prior to the effective time of the Reclassification (as defined below), pursuant to the Demand Promissory Note (the “Note”), dated as of June 30, 2020, the Company loaned Old IAC an aggregate principal amount of $853,598,364.00 (the “Match Loan”), which is equal to the product of (i) $3.00 and (ii) the number of shares of the Company’s capital stock outstanding immediately prior to the effective time of the Reclassification, excluding any shares of the Company’s capital stock held by a wholly owned subsidiary of the Company. Following receipt by Old IAC of the full amount of the Match Loan, as part of the Restructuring Transactions (as defined below), Old IAC contributed the proceeds of the Match Loan to New IAC, less an amount equal to the product of $3.00 multiplied by the aggregate number of shares of the Company’s capital stock in respect of which the holders thereof made a valid cash election in connection with the Match merger (as defined below). Following the Separation, the Match Loan became an obligation of New Match payable to the Company and may be eliminated during certain intercompany transactions between the Company and New Match. The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

In addition, Match Merger Sub, as the surviving entity of the Match merger (as defined below), entered into the following agreements in connection with the completion of the Separation, reflecting the assumption by Match Merger Sub of Old Match’s rights and obligations under each of the following debt agreements:

· the Supplemental Indenture (the “5.000% Notes Supplemental Indenture”), by and among Old Match, Match Merger Sub and the Trustee, to that certain Indenture, dated as of December 4, 2017, by and between Old Match and the Trustee (the “5.000% Notes Indenture”), relating to the issuance of Old Match’s 5.000% Senior Notes due 2027 (the “5.000% Notes”);

· the Supplemental Indenture (the “4.625% Notes Supplemental Indenture”), by and among Old Match, Match Merger Sub and the Trustee, to that certain Indenture, dated as of May 19, 2020, by and between Old Match and the Trustee (the “4.625% Notes Indenture”), relating to the issuance of Old Match’s 4.625% Senior Notes due 2028 (the “4.625% Notes”);

· the Supplemental Indenture (the “5.625% Notes Supplemental Indenture”), by and among Old Match, Match Merger Sub and the Trustee, to that certain Indenture, dated as of February 15, 2019, by and between Old Match and the Trustee (the “5.625% Notes Indenture”), relating to the issuance of Old Match’s 5.625% Senior Notes due 2029 (the “5.625% Notes”);

· the Supplemental Indenture (the “4.125% Notes Supplemental Indenture”), by and among Old Match, Match Merger Sub and the Trustee, to that certain Indenture, dated as of February 11, 2020, by and between Old Match and the Trustee (the “4.125% Notes Indenture”), relating to the issuance of Old Match’s 4.125% Senior Notes due 2030 (the “4.125% Notes”); and

· the Joinder and Reaffirmation Agreement (the “Joinder and Reaffirmation Agreement”), by and among Old Match, Match Merger Sub, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to that certain Credit Agreement (the “Credit Agreement”), dated as of November 16, 2015, among Old Match, as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended.

A summary of the principal terms of the 5.000% Notes is set forth in Old Match’s Current Report on Form 8-K filed on December 4, 2017. A summary of the principal terms of the 4.625% Notes is set forth in Old Match’s Current Report on Form 8-K filed on May 20, 2020. A summary of the principal terms of the 5.625% Notes is set forth in Old Match’s Current Report on Form 8-K filed on February 15, 2019. A summary of the principal terms of the 4.125% Notes is set forth in Old Match’s Current Report on Form 8-K filed on February 11, 2020. These summaries are incorporated herein by reference. The summaries and the foregoing descriptions of each of the 5.000% Notes Indenture, the 5.000% Notes Supplemental Indenture, the 4.625% Notes Indenture, the 4.625% Notes Supplemental Indenture, the 5.625% Notes Indenture, the 5.625% Notes Supplemental Indenture, the 4.125% Notes Indenture and the 4.125% Notes Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the full text thereof, which are attached hereto as Exhibits 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9, respectively, and are incorporated herein by reference.

The foregoing descriptions of the Joinder and Reaffirmation Agreement and the Credit Agreement, as amended, do not purport to be complete and are qualified in their entirety by reference to the full text thereof, which are attached hereto as Exhibits 10.5, 10.6, 10.7, 10.8, 10.9 and 10.10, respectively, and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On June 30, 2020, New Match terminated the following agreements with the Company in connection with the completion of the Separation:

· Tax Sharing Agreement, dated as of November 24, 2015;

· Investor Rights Agreement, dated as of November 24, 2015;

· Services Agreement, dated as of November 24, 2015; and

· Master Transaction Agreement, dated as of November 24, 2015.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The transactions described under the Introductory Note of this Current Report on Form 8-K, which is incorporated herein by reference, included the following steps (the “Transactions”):

· Prior to the completion of the Separation, Old IAC transferred to IAC Holdings $837,912,786 in cash and the IAC Businesses in certain internal restructuring transactions, including Old IAC’s ownership interests in Care.com, IAC Group, LLC, IAC Work, LLC and certain other assets and associated liabilities, which entities and assets are the entities and assets through which the IAC Businesses have historically been conducted (the “Restructuring Transactions”).

· In exchange for the transfers referenced immediately above, IAC Holdings issued to Old IAC a total of 79,342,768 shares of common stock of IAC Holdings (“New IAC Common Stock”), 5,789,499 shares of Class B common stock of IAC Holdings (“New IAC Class B Common Stock”) and 1,413,740 shares of Series A Cumulative Preferred Stock of IAC Holdings (“New IAC Preferred Stock”).

· All of the shares of New IAC Preferred Stock held by Old IAC were exchanged by Old IAC with USANi LLC (“USANi”), a Delaware limited liability company and a wholly owned subsidiary of IAC Holdings, for all of the (i) outstanding notes of Old IAC held by USANi and (ii) outstanding shares of Series C Cumulative Preferred Stock, par value $0.01 per share, of Old IAC and Series D Cumulative Preferred Stock, par value $0.01 per share, of Old IAC held by USANi.

· Holders of Old IAC common stock, par value $0.001 per share (“Old IAC Common Stock”), received, through a series of steps, in exchange for each outstanding share of Old IAC Common Stock that they held:

o One share of New IAC Common Stock; and

o 2.1584 shares of Old IAC Class M common stock, par value $0.001 per share (“Old IAC Class M Common Stock”), as calculated pursuant to the definition of the “Reclassification Exchange Ratio” in the Transaction Agreement.

· Holders of Old IAC Class B common stock, par value $0.001 per share (“Old IAC Class B Common Stock”), received, through a series of steps, in exchange for each outstanding share of Old IAC Class B Common Stock that they held:

o One share of New IAC Class B Common Stock; and

o 2.1584 shares of Old IAC Class M Common Stock, as calculated pursuant to the definition of the “Reclassification Exchange Ratio” in the Transaction Agreement (the series of steps by which Old IAC stockholders exchange Old IAC Common Stock and Old IAC Class B Common Stock, the “Reclassification”).

· The Company merged with and into Match Merger Sub, with Match Merger Sub surviving the merger as an indirect wholly-owned subsidiary of New Match (the “Match merger”).

· Holders of the Company’s common stock, par value $0.001 per share (the “Company Common Stock”) (other than IAC and its subsidiaries), received, through the Match merger, in exchange for each outstanding share of Company Common Stock that they held:

o One share of Old IAC Class M Common Stock; and

o At the holder’s election, either (i) $3.00 in cash or (ii) 0.03370 of a share of Old IAC Class M Common Stock, which is equal to Old IAC Class M Common Stock with a value of $3.00, calculated based on the volume-weighted average trading price of shares of Company Common Stock for the ten consecutive Nasdaq trading days ending on the fifth Nasdaq trading day immediately before June 30, 2020, minus $3.00, which equaled $88.9466 (an “additional stock election”). Holders of Company Common Stock who did not make an election were treated as having made an additional stock election.

· Effective June 30, 2020, pursuant to amendments to Old IAC’s Restated Certificate of Incorporation, among other changes, Old IAC was renamed “Match Group, Inc.” and the Old IAC Class M Common Stock was renamed “Common Stock.”

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 in Item 1.01 of this Current Report on Form 8-K with respect to the Match Loan, the 5.000% Notes Indenture, the 5.000% Notes Supplemental Indenture, the 4.625% Notes Indenture, the 4.625% Notes Supplemental Indenture, the 5.625% Notes Indenture, the 5.625% Notes Supplemental Indenture, the 4.125% Notes Indenture, the 4.125% Notes Supplemental Indenture, the Joinder and Reaffirmation Agreement and the Credit Agreement is incorporated by reference into this Item 2.03.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 30, 2020, in connection with the consummation of the Separation, the Company notified Nasdaq of the completion of the Separation and requested that the Company Common Stock be withdrawn from listing on Nasdaq. On June 30, 2020, Nasdaq filed a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “SEC”) with respect to the Company Common Stock to report the delisting of the Company Common Stock from Nasdaq and to suspend trading of the Company Common Stock on Nasdaq prior to the opening of trading on July 1, 2020. The Company intends to file with the SEC a certificate of notice of termination on Form 15 with respect to the Company Common Stock, requesting that the Company Common Stock be deregistered under the Exchange Act, and that the reporting obligations of the Company with respect to the Company Common Stock under Sections 13 and 15(d) of the Exchange Act be suspended.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 2.01 of this Current Report on Form 8-K with respect to the Transactions is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

On June 30, 2020, as of the effective time of the Match merger, each of Sharmistha Dubey, Joseph Levin, Ann L. McDaniel, Thomas J. McInerney, Glenn H. Schiffman, Pamela S. Seymon, Alan G. Spoon, Mark Stein and Gregg Winiarski ceased to be members of the board of directors of the Company.

Removal of Officers

On June 30, 2020, as of the effective time of the Match merger, Sharmistha Dubey (Chief Executive Officer), Gary Swidler (Chief Operating Officer and Chief Financial Officer), Philip D. Eigenmann (Senior Vice President and Chief Accounting Officer) and Jared F. Sine (Chief Legal Officer and Secretary) ceased to be officers of the Company and were appointed as executive officers of New Match and Match Merger Sub in their same respective positions.

Assignment of Employment Agreements

On June 30, 2020, immediately after the consummation of the Separation, Match Merger Sub, New Match and Ms. Dubey entered into that certain Assignment of Employment Agreement to New Match (the “Dubey Assignment Agreement”), whereby New Match assumed the previous employment agreement between the Company and Ms. Dubey relating to Ms. Dubey’s position as Chief Executive Officer of the Company. The foregoing description of the Dubey Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

On June 30, 2020, immediately after the consummation of the Separation, Match Merger Sub, New Match and Mr. Swidler entered into that certain Assignment of Employment Agreement to New Match (the “Swidler Assignment Agreement”), whereby New Match assumed the previous employment agreement between the Company and Mr. Swidler relating to Mr. Swidler’s position as Chief Operating Officer and Chief Financial Officer of the Company. The foregoing description of the Swidler Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

On June 30, 2020, immediately after the consummation of the Separation, Match Merger Sub, New Match and Mr. Sine entered into that certain Assignment of Employment Agreement to New Match (the “Sine Assignment Agreement”), whereby New Match assumed the previous employment agreement between the Company and Mr. Sine relating to Mr. Sine’s position as Chief Legal Officer and Secretary of the Company. The foregoing description of the Sine Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Assumption of 2017 Stock and Annual Incentive Plan

On June 30, 2020, pursuant to the Transaction Agreement, in connection with the consummation of the Separation, the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan, as amended by the First Amendment to the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Match Group Plan”) was assumed by New Match. From and following such date, New Match became the sponsor of the 2017 Match Group Plan and issuer with respect to the shares of Company Common Stock issued under the 2017 Match Group Plan. All awards outstanding immediately prior to the Separation were assumed by New Match and converted into awards in respect of shares of Company Common Stock in accordance with the Transaction Agreement.

Assumption of 2015 Stock and Annual Incentive Plan

On June 30, 2020, pursuant to the Transaction Agreement, in connection with consummation of the Separation, the Match Group, Inc. 2015 Stock and Annual Incentive Plan, as amended by the First Amendment to the Match Group, Inc. 2015 Stock and Annual Incentive Plan and the Second Amendment to the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015 Match Group Plan”) was assumed by New Match. From and following such date, New Match became the sponsor of the 2015 Match Group Plan and issuer with respect to the shares of Company Common Stock issued under the 2015 Match Group Plan. All awards outstanding immediately prior to the Separation were assumed by New Match and converted into awards in respect of shares of Company Common Stock in accordance with the Transaction Agreement.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As of the effective time of the Match merger, the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated By-laws of the Company ceased to be in effect by operation of law and the Certificate of Formation of Match Merger Sub (the “Initial Certificate of Formation”) and the Limited Liability Agreement of Match Merger Sub (the “Initial LLC Agreement”) as in effect immediately prior to the Match merger and consistent with the terms of the Transaction Agreement remained the organizational documents of Match Merger Sub as the surviving entity of the Match merger. On June 30, 2020, in connection with the consummation of the Separation, Match Merger Sub filed the Certificate of Amendment of Certificate of Formation of Match Merger Sub (the “Certificate of Amendment”), which provided for Match Merger Sub’s change in name from “Valentine Merger Sub LLC” to “Match Group Holdings II, LLC.” Also on June 30, 2020, Match Merger Sub amended and restated the Initial LLC Agreement to reflect the Separation (the “A&R LLC Agreement”). The foregoing descriptions of the Initial Certificate of Formation, Certificate of Amendment, Initial LLC Agreement and the A&R LLC Agreement do not purport to be complete and are qualified in their entirety by reference to the full text thereof, which are attached hereto as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits.

Exhibit No.	Description of Exhibit
3.1	Certificate of Formation of Valentine Merger Sub LLC.
3.2	Certificate of Amendment of Certificate of Formation of Valentine Merger Sub LLC.
3.3	Limited Liability Company Agreement of Valentine Merger Sub LLC.
3.4	Amended & Restated Limited Liability Company Agreement of Match Group Holdings II, LLC.
4.1	Demand Promissory Note, dated as of June 30, 2020, by IAC/InterActiveCorp (incorporated by reference to Exhibit 4.1 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
4.2	Indenture, dated December 4, 2017, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Old Match’s Current Report on Form 8-K, filed on December 4, 2017).
4.3	Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 5.000% Senior Notes due 2027 (incorporated by reference to Exhibit 4.9 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
4.4	Indenture, dated May 19, 2020, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Old Match’s Current Report on Form 8-K, filed on May 20, 2020).
4.5	Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the 4.625% Senior Notes due 2028 (incorporated by reference to Exhibit 4.11 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
4.6	Indenture, dated as of February 15, 2019, between Match Group, Inc. and Computershare Trust Company, N.A. as trustee (incorporated by reference to Exhibit 4.1 to Old Match’s Current Report on Form 8-K, filed on February 15, 2019).
4.7	Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 5.625% Senior Notes due 2029 (incorporated by reference to Exhibit 4.13 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
4.8	Indenture, dated February 11, 2020, between Match Group, Inc. and Computershare Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to Old Match’s Current Report on Form 8-K, filed on February 11, 2020).
4.9	Supplemental Indenture, dated as of June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC and Computershare Trust Company, N.A., as Trustee, relating to the issuance of the 4.125% Senior Notes due 2030 (incorporated by reference to Exhibit 4.15 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
10.1	Amended and Restated Employee Matters Agreement, dated as of June 30, 2020, by and among IAC/InterActiveCorp, Match Group, Inc. and IAC Holdings, Inc (incorporated by reference to Exhibit 10.2 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
10.2	Assignment of Employment Agreement among Sharmistha Dubey, Match Group, Inc. and Valentine Merger Sub LLC, dated as of June 30, 2020 (incorporated by reference to Exhibit 10.14 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
10.3	Assignment of Employment Agreement among Gary Swidler, Match Group, Inc. and Valentine Merger Sub LLC, dated as of June 30, 2020 (incorporated by reference to Exhibit 10.17 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
10.4	Assignment of Employment Agreement among Jared Sine, Match Group, Inc. and Valentine Merger Sub LLC, dated as of June 30, 2020 (incorporated by reference to Exhibit 10.19 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
10.5	Amended and Restated Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.11 to Old Match’s Annual Report on Form 10-K, filed on March 28, 2016).
10.6	Amendment No. 3, dated as of December 8, 2016, 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, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match’s Current Report on Form 8-K, filed on December 8, 2016).
10.7	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 (incorporated by reference to Exhibit 10.1 to Old Match’s Current Report on Form 8-K, filed on August 17, 2017).
10.8	Amendment No. 5 dated as of December 7, 2018 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, and as further amended as of August 14, 2017, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match’s Current Report on Form 8-K, filed on December 13, 2018).
10.9	Amendment No. 6 dated as of February 13, 2020 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, as further amended as of August 14, 2017 and as further amended as of December 7, 2018, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent and the other parties thereto (incorporated by reference to Exhibit 10.1 to Old Match’s Current Report on Form 8-K, filed on February 20, 2020).
10.10	Joinder and Reaffirmation Agreement, dated as June 30, 2020, by and among Match Group, Inc., Match Group Holdings II, LLC, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, to the Credit Agreement, dated as of November 16, 2015, among Match Group, Inc., as borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended (incorporated by reference to Exhibit 10.25 to New Match’s Current Report on Form 8-K, filed on July 2, 2020).
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

_____________________

SIGNATURES

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 Holdings II, LLC, as successor by merger to Match Group, Inc.
By:	/s/ Jared F. Sine
Name:	Jared F. Sine
Title:	Chief Legal Officer & Secretary

Date: July 2, 2020

EX-3.1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

VALENTINE MERGER SUB LLC

The undersigned, an authorized natural person, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, hereby certifies that:

1. The name of the limited liability company is Valentine Merger Sub LLC.

2. The address of the registered office of the limited liability company in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent at such address is The Corporation Trust Company.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 16^th day of December 2019.

/s/ Sahand Moarefy

Sahand Moarefy, Authorized Person

EX-3.2

Exhibit 3.2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF FORMATION

OF

VALENTINE MERGER SUB LLC

dated as of June 30, 2020

Pursuant to Section 18-202 of the Limited Liability Company Act of the State of Delaware, Valentine Merger Sub LLC (the “Company”), a limited liability company having a date of Formation of December 16, 2019 and duly organized and existing under the Limited Liability Company Act of the State of Delaware (as amended from time to time, the “DLLCA”), does hereby certify:

FIRST: The Certificate of Formation of the Company is hereby amended by deleting the Article First thereof and inserting the following in lieu thereof:

“FIRST: The name of the limited liability company is Match Group Holdings II, LLC.”

SECOND: This Certificate of Amendment will become effective as of 11:15 p.m. on June 30, 2020.

THIRD: The amendment of the Certificate of Formation of the Company has been duly adopted in accordance with the provisions of Section 18-202 of the DLLCA, the sole member having adopted resolutions setting forth such amendment and declaring its advisability.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the undersigned officer of the Company has executed this Certificate of Amendment on the date first set forth above.

VALENTINE MERGER SUB LLC
By:	/s/ Joanne Hawkins
Name:	Joanne Hawkins
Title:	Vice President

[Signature Page to Valentine Merger Sub LLC Certificate of Amendment]

EX-3.3

Exhibit 3.3

LIMITED LIABILITY COMPANY AGREEMENT
OF
Valentine Merger Sub LLC
a Delaware Limited Liability Company

THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is effective as of December 17, 2019 (the "Effective Date"), by Valentine Merger Sub HoldCo LLC, a Delaware limited liability company, as the sole member (the "Member"), for the purpose of providing for the organization and operation of Valentine Merger Sub LLC (the "Company"), a limited liability company formed pursuant to the Delaware Limited Liability Company Act, Title 6, Sections 18-101 et seq of the Delaware Code (the "Act").

R E C I T A L S

WHEREAS, the Member desires to organize the Company for the purpose of engaging in any lawful act or activity that may be engaged in by a limited liability company organized under the Act; and

WHEREAS, for tax purposes it is intended that the Company shall be classified as an "entity disregarded as separate from its owner," and not an "association" taxable as a "corporation," as those terms are defined in Section 7701 of the Internal Revenue Code of 1986, as amended (the "Code"), and the applicable Treasury regulations promulgated thereunder (the "Regulations").

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations set forth herein, the Member hereby agrees that the Company shall be structured and operated as follows:

ARTICLE I
FORMATION

1.1          Name. The name of the Company is "Valentine Merger Sub LLC" and all business of the Company shall be conducted under that name or any other fictitious name or names selected by the Member from time to time, provided that any such name reflects the Company's status as a limited liability company and is otherwise permitted by applicable law.

1.2          Place of Business. The Company's initial principal place of business shall be 555 West 18^th Street, New York, NY 10011, or such other place or places as the Member may from time to time determine. The registered agent for the service of process and the registered office shall be that person and location reflected in the Company's Certificate of Formation as filed in the office of the Delaware Secretary of State.

1.3          Business and Authority. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing.

1.4          Company Term. The term of the Company commenced on December 17, 2019, the date of filing by an authorized person of the Company's Certificate of Formation with the Delaware Secretary of State, and shall continue until the Company's dissolution in accordance with the provisions of Article VII of this Agreement.

1.5          Agreement; Effect of Inconsistencies With the Act. It is the express intent of the Member that except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent that any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the smallest degree possible in order to make this Agreement effective under the Act in accordance with the intent of the parties. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

ARTICLE II
MEMBERSHIP; MEMBERSHIP INTEREST

2.1          Membership Interest. There shall be one class of equity interests in the Company, which shall be common membership units ("Membership Interest"). The issued Membership Interest of the Company shall be uncertificated unless otherwise determined by written resolution of the Member.

2.2          Name and Address and Ownership Interest of the Member. The name, address, and required capital contributions ("Capital Contributions") of the Member of the Company are set forth in Schedule 1 attached to this Agreement, as such schedule may be amended from time to time.

ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS

3.1          Initial Capital Contribution. On or before December 17, 2019, the Member delivered to the Company the Member's Initial Capital Contribution set forth beside the Member's name on Schedule 1 under the column entitled "Capital Contribution."

3.2          Interest on Capital Contributions. The Member shall not be entitled to receive any interest on the Member's Capital Contribution.

3.3          Additional Capital Contributions. The Member shall not be required or obligated to: (i) make any additional contribution to the capital of the Company over and above that required by Section 3.1 or (ii) restore a deficit Capital Account (as defined in Section 4.1) balance upon the liquidation of the Company or Member's Membership Interests in the Company.

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3.4          Loans by Member. The Member may make a loan or advance money or property to or on behalf of the Company. Such loan or advance shall not increase the Member's Capital Account, entitle the Member to any greater share of Company distributions or subject the Member to any greater proportion of Company losses. The amount of such loans or advances shall be a debt owed by the Company to the Member, and any interest paid to the Member shall be charged as any other expense against income of the Company.

ARTICLE IV
CAPITAL ACCOUNT, DISTRIBUTIONS, AND TAX MATTERS

4.1          Establishment of Capital Account. A capital account (the "Capital Account") shall be established and maintained for the Member in accordance with the principles set forth in sections 704(b) and 704(c) of the Code and the applicable Treasury regulations promulgated thereunder. The Capital Account shall initially be equal to: (i) the full amount of cash contributed by the Member to the Company, and (ii) the fair market value of other property contributed by the Member to the Company (net of liabilities secured by such property that the Company is considered to assume or take subject to under section 752 of the Code).

4.2          Increases and Decreases in Capital Account. The Member's Capital Account shall be increased by any additional capital contributions made by the Member to the Company (in the case of contributed property such increase shall equal the fair market value of such property net of liabilities secured by such property that the Company is considered to assume or take subject to under section 752 of the Code) and by the Net Profit (as defined in Section 4.3 hereof), and decreased by any money and the fair market value of any property distributed to such Member by the Company (net of liabilities secured by the distributed property that the Member is considered to assume or take subject to under section 752 of the Code) and by the Net Loss (as defined in Section 4.3 hereof).

4.3          Net Profit and Net Loss. For the purposes of this Agreement, the terms "Net Profit" and "Net Loss" shall mean the Company's taxable net profit and taxable net loss, respectively, for the period or periods in question, determined in accordance with federal income tax accounting principles, taking into account such items not reflected in the Company's taxable net income or taxable net loss as required by section 704(b) of the Code and the Regulations thereunder.

4.4          Conformance With the Code and Applicable Regulations. It is the intent that Sections 4.1, 4.2, 4.3, and 4.4 of this Agreement be construed and applied in a manner consistent with the requirements of Code sections 704(b) and 704(c) and the Regulations promulgated thereunder. If, in the opinion of the Company's accountant, the manner in which Sections 4.1, 4.2, 4.3, and 4.4 of this Agreement apply should be modified in order to comply with Code sections 704(b) and 704(c) and the Regulations promulgated thereunder, then, notwithstanding anything to the contrary contained in Sections 4.1, 4.2, 4.3, and 4.4, the method by which Capital Accounts are maintained shall be so modified with the consent of the Member.

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4.5          Distributions.

(a)       All distributions (whether in cash or in kind) shall be made at such times and in such amounts as shall be determined by the Member. All distributions of cash or other assets available for distribution, from whatever source derived, shall be paid or distributed to the Member. Immediately prior to any such distribution, the Capital Account of the Member shall be adjusted as provided in Regulation section 1.704-1(b)(2)(iv)(f).

4.6          Fiscal Year; Tax Decisions. The taxable and fiscal accounting year of the Company shall end on December 31 each year. All decisions and elections affecting the Company's taxable income for any period shall be made by the Member.

ARTICLE V
GOVERNANCE

5.1          Management. The Member shall have the exclusive power and authority to manage, control, administer and operate the Company’s business for the purposes stated in this Agreement, and to make all decisions affecting the Company’s business; provided that the Member may appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agent and consultants as the Member deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties. The initial officers of the Company, who shall serve until their resignation or removal by the Member, shall be as set forth on Schedule 2.

5.2          Specific Powers and Duties of the Officers. In addition to the powers given to the officers by the Member and by this Agreement, except as expressly may be limited by the provisions of this Agreement, the officers shall have the power to enter into, make, sign, seal, deliver and perform the day-to-day agreements, contracts, documents, instruments or other undertakings and to engage in all activities and transactions as may be necessary or desirable in order to carry out the day-to-day business of the Company, all on behalf of the Company. In addition, the officers may open, maintain, and close bank accounts and draw checks or other orders for the payment of money on behalf of the Company. The Member shall have the power to appoint and remove officers of the Company at any time, with or without cause or notice.

5.3          Nonliability of Member for Acts or Omissions in its Managerial Capacity.

(a)       The Member shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company.

(b)       To the fullest extent permitted by the Act, the Member is released from liability for damages and other monetary relief on account of any act, omission, or conduct in the Member's managerial capacity. No amendment or repeal of this section will affect any liability or alleged liability of the Member for acts, omissions, or conduct that occurred prior to the amendment or repeal.

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ARTICLE VI
LIABILITY; AUTHORITY; INDEMNIFICATION

6.1          Limited Liability. The Member shall not be obligated or liable to the Company, any creditor of the Company or any other person, for any losses, debts, obligations or liabilities of the Company, except as otherwise agreed in writing by the Member. Except as required by law, the Member shall not be liable to the Company, creditors of the Company or any other person for the repayment of amounts received from the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

6.2          Rights or Powers. The Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Member, Managers, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company, (individually, a “Covered Person,” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

6.3          Indemnification.

(a)       To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 6.3 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s right to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.3.

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ARTICLE VII
DISSOLUTION AND TERMINATION OF THE COMPANY

7.1          Event Causing Dissolution. Notwithstanding any other provision of this Agreement, the Company shall be dissolved and its properties and other assets liquidated and the proceeds therefrom distributed in the manner and order provided for in Section 7.2 upon the consent of the Member.

7.2          Distribution on Termination. Upon a dissolution and termination of the Company, the person appointed by the Member (the "Liquidator") shall collect and marshal the Company's assets, sell such assets as such Liquidator shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all other assets of the Company in the following order:

(a)       First, in payment of debts, obligations and liabilities of the Company which are then outstanding;

(b)       Second, at the discretion of the Liquidator, to the setting up of any reserves which the Liquidator may deem necessary, appropriate or desirable for any contingent or unforeseen liabilities or obligations or for debts or liabilities of the Company (and, at the expiration of such period as the Liquidator shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidator shall distribute the remaining reserves in the manner hereinafter provided); and

(c)       Third, to the Member in an amount equal to the positive balance in the Member's Capital Account, after adjusting such Account to reflect profit and loss under Article IV of this Agreement and any gain or loss which would be recognized if the Company sold its remaining assets at their fair market value on the date of dissolution of the Company.

7.3          Authority of the Liquidator. In carrying out the liquidation proceedings, the Liquidator shall have all of the powers and authority provided to the Member, and shall be entitled to the benefits of limitation of liability and indemnification provided to the Member in its managerial capacity in this Agreement.

7.4       Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidator, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member shall cease to be such, and the Liquidator shall execute, acknowledge and cause to be filed such appropriate documents evidencing the dissolution and winding up.

ARTICLE VIII
GENERAL PROVISIONS

8.1          Further Assurances. The Member agrees to execute and deliver to the Company upon request, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, termination and dissolution of the Company in accordance with this Agreement, and to amend, supplement and cancel the Company's Certificate of Formation as required to carry out any of the foregoing.

8.2          Amendments. This Agreement may be amended at any time by a written amendment signed by the Member.

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8.3          Notices. Any written notice to the Member required or permitted under this Agreement shall be deemed to have been duly given for all purposes (a) on the date of delivery, if delivered personally on the party or by confirmed facsimile transmission or (b) on the third business day after mailing, whether or not the same is actually received, if sent by United States registered mail, return receipt requested, postage prepaid, and addressed to the addressee at the address stated below such address set forth on Schedule 1 hereto, or at the most recent address, specified by written notice, given to the sender by addressee under this provision. Notices to the Company shall be given in the same manner and shall be addressed to it at its principal place of business.

8.4          Incorporation By Reference. The recitals and schedules to this Agreement are hereby incorporated herein by this reference as if set forth here in full.

8.5          Severability. If any term, provision, agreement or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

8.6          Counterparts. The Member may execute this Agreement in two or more counterparts, which shall, in the aggregate, constitute one instrument.

8.7          Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws, but not the choice of law provisions, of the State of Delaware.

8.8          Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the Member.

8.9          Third Party Beneficiaries. This Agreement is not intended to create any rights or remedies in favor of any person who is not a signatory to this Agreement or in any way create any third party beneficiary rights or remedies, including (except as specifically provided to the contrary herein) on behalf of any Transferee.

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IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date first written above.

Valentine Merger Sub HoldCo LLC, a Delaware limited liability company
By:	/s/ Joanne Hawkins
	Name:	Joanne Hawkins
	Title:	Vice President

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SCHEDULE 1

MEMBERS AND MEMBERSHIP INTERESTS

Name and Address	Common Units Owned	Percentage of Total Membership Interests		Capital Contribution
Valentine Merger Sub HoldCo LLC 555 West 18th Street New York, NY 10011 Attn: General Counsel	100	100	%	$	100

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SCHEDULE 2

INITIAL OFFICERS

Name	Title
Glenn Schiffman	President
Michael Schwerdtman	Vice President and Controller
Nick Stoumpas	Vice President and Treasurer
Eric DeGraw	Vice President, Tax
Gregg Winiarski	Vice President and Secretary
Joanne Hawkins	Vice President and Assistant Secretary
Tanya Stanich	Vice President and Assistant Secretary

EX-3.4

Exhibit 3.4

Execution Version

AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
MATCH GROUP HOLDINGS II, LLC
a Delaware Limited Liability Company

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is effective as of June 30, 2020 (the "Effective Date"), by Valentine Merger Sub Holdco LLC, a Delaware limited liability company, as the sole member (the "Member", to be renamed Match Group Holdings I, LLC), for the purpose of providing for the organization and operation of Match Group Holdings II, LLC (the "Company"), a limited liability company formed pursuant to the Delaware Limited Liability Company Act, Title 6, Sections 18-101 et seq of the Delaware Code (the "Act").

R E C I T A L S

WHEREAS, the Company was formed as a limited liability company in accordance with the Act on December 16, 2019 by filing with the Delaware Secretary of State the certificate of formation of the Company (the “Certificate of Formation”);

WHEREAS, the Member entered into the Limited Liability Agreement of the Company, dated as of December 17, 2019 (the “Original Agreement”), as the sole member of the Company; and

WHEREAS, the Member desires to enter in this Agreement and to amend and restate the Original Agreement in its entirety as set forth herein, effective as of the Effective Date, which amendment and restatement shall supersede the Original Agreement.

A G R E E M E N T

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations set forth herein, the Member hereby agrees as follows:

ARTICLE I

FORMATION

1.1       Name. The name of the Company is "Match Group Holdings II, LLC" and all business of the Company shall be conducted under that name or any other fictitious name or names selected by the Member from time to time, provided that any such name reflects the Company's status as a limited liability company and is otherwise permitted by applicable law.

1.2       Place of Business. The Company's principal place of business shall be 8750 North Central Expressway, Suite 1400, Dallas, TX 75231, or such other place or places as the Member may from time to time determine. The registered agent for the service of process and the registered office shall be that person and location reflected in the Company's Certificate of Formation as filed in the office of the Delaware Secretary of State.

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1.3       Business and Authority. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing.

1.4       Company Term. The term of the Company commenced on December 16, 2019, upon the filing of the Certificate of Formation by an authorized person with the Delaware Secretary of State, and shall continue until the Company's dissolution in accordance with the provisions of Article VII of this Agreement.

1.5       Agreement; Effect of Inconsistencies With the Act. It is the express intent of the Member that except to the extent a provision of this Agreement is expressly prohibited or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule. To the extent that any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be deemed to be amended to the smallest degree possible in order to make this Agreement effective under the Act in accordance with the intent of the parties. In the event the Act is subsequently amended or interpreted in such a way to make any provision of this Agreement that was formerly invalid valid, such provision shall be considered to be valid from the effective date of such interpretation or amendment.

ARTICLE II

MEMBERSHIP; MEMBERSHIP INTEREST

2.1       Membership Interest. There shall be one class of equity interests in the Company, which shall be common membership units ("Membership Interest"). The issued Membership Interest of the Company shall be uncertificated unless otherwise determined by written resolution of the Member.

2.2       Name and Address and Ownership Interest of the Member. The name, address, and required capital contributions ("Capital Contributions") of the Member of the Company are set forth in Schedule 1 attached to this Agreement, as such schedule may be amended from time to time.

ARTICLE III

CAPITAL CONTRIBUTIONS AND LOANS

3.1       Initial Capital Contribution. On or before December 17, 2019, the Member delivered to the Company the Member's Initial Capital Contribution set forth beside the Member's name on Schedule 1 under the column entitled "Capital Contribution."

3.2       Interest on Capital Contributions. The Member shall not be entitled to receive any interest on the Member's Capital Contribution.

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3.3       Additional Capital Contributions. The Member shall not be required or obligated to make any additional contribution to the capital of the Company over and above that required by Section 3.1.

3.4       Loans by Member. The Member may make a loan or advance money or property to or on behalf of the Company. Such loan or advance shall not entitle the Member to any greater share of Company distributions or subject the Member to any greater proportion of Company losses. The amount of such loans or advances shall be a debt owed by the Company to the Member, and any interest paid to the Member shall be charged as any other expense against income of the Company.

ARTICLE IV

DISTRIBUTIONS AND TAX MATTERS

4.1       Distributions. All distributions (whether in cash or in kind) shall be made at such times and in such amounts as shall be determined by the Member. All distributions of cash or other assets available for distribution, from whatever source derived, shall be paid or distributed to the Member.

4.2       Tax Classification; Tax Decisions. For U.S. federal income tax purposes it is intended that the Company shall be classified as an "entity disregarded as separate from its owner," and not an "association" taxable as a "corporation," as those terms are defined in Section 7701 of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations promulgated thereunder. All decisions and elections affecting the Company's taxable income for any period shall be made by the Member.

ARTICLE V

GOVERNANCE

5.1       Management. The Member shall have the exclusive power and authority to manage, control, administer and operate the Company’s business for the purposes stated in this Agreement, and to make all decisions affecting the Company’s business; provided that the Member may appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agent and consultants as the Member deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties. The officers of the Company as of the Effective Date, who shall serve until their resignation or removal by the Member, shall be as set forth on Schedule 2.

5.2       Specific Powers and Duties of the Officers. In addition to the powers given to the officers by the Member and by this Agreement, except as expressly may be limited by the provisions of this Agreement, the officers shall have the power to enter into, make, sign, seal, deliver and perform the day-to-day agreements, contracts, documents, instruments or other undertakings and to engage in all activities and transactions as may be necessary or desirable in order to carry out the day-to-day business of the Company, all on behalf of the Company. In addition, the officers may open, maintain, and close bank accounts and draw checks or other orders for the payment of money on behalf of the Company. The Member shall have the power to appoint and remove officers of the Company at any time, with or without cause or notice.

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5.3       Nonliability of Member for Acts or Omissions in its Managerial Capacity.

(a)       The Member shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company.

(b)       To the fullest extent permitted by the Act, the Member is released from liability for damages and other monetary relief on account of any act, omission, or conduct in the Member's managerial capacity. No amendment or repeal of this section will affect any liability or alleged liability of the Member for acts, omissions, or conduct that occurred prior to the amendment or repeal.

ARTICLE VI

LIABILITY; AUTHORITY; INDEMNIFICATION

6.1       Limited Liability.   The Member shall not be obligated or liable to the Company, any creditor of the Company or any other person, for any losses, debts, obligations or liabilities of the Company, except as otherwise agreed in writing by the Member. Except as required by law, the Member shall not be liable to the Company, creditors of the Company or any other person for the repayment of amounts received from the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Member for liabilities of the Company.

6.2       Rights or Powers.   The Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Member, Managers, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the foregoing, nor any officer, employee, representative or agent of the Company, (individually, a “Covered Person,” and collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

6.3       Indemnification.

(a)       To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 6.3 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s right to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 6.3.

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ARTICLE VII
DISSOLUTION AND TERMINATION OF THE COMPANY

7.1       Event Causing Dissolution. Notwithstanding any other provision of this Agreement, the Company shall be dissolved and its properties and other assets liquidated and the proceeds therefrom distributed in the manner and order provided for in Section 7.2 upon the consent of the Member.

7.2       Distribution on Termination. Upon a dissolution and termination of the Company, the person appointed by the Member (the "Liquidator") shall collect and marshal the Company's assets, sell such assets as such Liquidator shall deem appropriate, provide for the payment of all of the legally enforceable obligations of the Company that are not then due and distribute the proceeds and all other assets of the Company in the following order:

(a)       First, in payment of debts, obligations and liabilities of the Company which are then outstanding;

(b)       Second, at the discretion of the Liquidator, to the setting up of any reserves which the Liquidator may deem necessary, appropriate or desirable for any contingent or unforeseen liabilities or obligations or for debts or liabilities of the Company (and, at the expiration of such period as the Liquidator shall deem necessary, advisable or desirable to accomplish payment of any such obligations, the Liquidator shall distribute the remaining reserves in the manner hereinafter provided); and

(c)       Third, to the Member.

7.3       Authority of the Liquidator. In carrying out the liquidation proceedings, the Liquidator shall have all of the powers and authority provided to the Member, and shall be entitled to the benefits of limitation of liability and indemnification provided to the Member in its managerial capacity in this Agreement.

7.4       Liquidation Statement. The Member shall be furnished with a statement prepared by the Liquidator, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the Company complying with the foregoing distribution plan, the Member shall cease to be such, and the Liquidator shall execute, acknowledge and cause to be filed such appropriate documents evidencing the dissolution and winding up.

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ARTICLE VIII
GENERAL PROVISIONS

8.1       Further Assurances. The Member agrees to execute and deliver to the Company upon request, any and all additional certificates, instruments and advice necessary to be filed, recorded or delivered in order to perfect the formation, operation, termination and dissolution of the Company in accordance with this Agreement, and to amend, supplement and cancel the Company's Certificate of Formation as required to carry out any of the foregoing.

8.2       Amendments. This Agreement may be amended at any time by a written amendment signed by the Member.

8.3       Notices. Any written notice to the Member required or permitted under this Agreement shall be deemed to have been duly given for all purposes (a) on the date of delivery, if delivered personally on the party or by confirmed facsimile transmission or (b) on the third business day after mailing, whether or not the same is actually received, if sent by United States registered mail, return receipt requested, postage prepaid, and addressed to the addressee at the address stated below such address set forth on Schedule 1 hereto, or at the most recent address, specified by written notice, given to the sender by addressee under this provision. Notices to the Company shall be given in the same manner and shall be addressed to it at its principal place of business.

8.4       Incorporation By Reference. The recitals and schedules to this Agreement are hereby incorporated herein by this reference as if set forth here in full.

8.5       Severability. If any term, provision, agreement or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision, agreement or condition shall be enforced to the maximum extent legally permissible, and the rest of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

8.6       Counterparts. The Member may execute this Agreement in two or more counterparts, which shall, in the aggregate, constitute one instrument.

8.7       Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws, but not the choice of law provisions, of the State of Delaware.

8.8       Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the Member.

8.9       Third Party Beneficiaries. This Agreement is not intended to create any rights or remedies in favor of any person who is not a signatory to this Agreement or in any way create any third party beneficiary rights or remedies, including (except as specifically provided to the contrary herein) on behalf of any Transferee.

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IN WITNESS WHEREOF, this Agreement has been executed by the undersigned as of the date first written above.

Valentine Merger Sub Holdco LLC, a Delaware limited liability company
By:	/s/ Jared Sine
	Name:	Jared Sine
	Title:	Chief Legal Officer & Secretary

Signature Page to A&R LLC Agreement of Match Group Holdings II, LLC

SCHEDULE 1

MEMBERS AND MEMBERSHIP INTERESTS

Name and Address	Common Units Owned	Percentage of Total Membership Interests		Capital Contribution
Valentine Merger Sub Holdco LLC (To be reanmed Match Group Holdings I, LLC) 8750 North Central Expressway, Suite 1400 Dallas, TX 75231 Attention: Chief Legal Officer	100	100	%	$	100

SCHEDULE 2

OFFICERS AS OF THE EFFECTIVE DATE

Name	Position
Sharmistha Dubey	Chief Executive Officer
Jared Sine	Chief Legal Officer & Secretary
Gary Swidler	Chief Operating Officer & Chief Financial Officer
Phil Eigenmann	Chief Accounting Officer
Faye Iosataluno	Chief Strategy Officer
Brittany Perez	Senior Vice President & Associate General Counsel, Americas
Shan Luton	Senior Vice President, Tax
Lance Barton	Senior Vice President, Corporate Development
Indrajit Ponnambalam	Senior Vice President, Finance
Kimbre Neidhart	Vice President & Treasurer
Alexis Willis	Vice President, Tax Risk and Compliance
Jeanette Teckman	Vice President
Francisco Villamar	Vice President and Assistant Secretary
Laurie Braddock	Assistant Secretary

XML

Cover	Jun. 30, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-37636
Entity Registrant Name	Match Group Holdings II, LLC
Entity Central Index Key	0001575189
Entity Tax Identification Number	26-4278917
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8750 North Central Expressway, Suite 1400
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75231
City Area Code	214
Local Phone Number	576-9352
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	MTCH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false