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LONG-TERM DEBT, NET | 3 Months Ended
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Mar. 31, 2021
Debt Disclosure [Abstract] |
LONG-TERM DEBT, NET | NOTE 5—LONG-TERM DEBT, NET Long-term debt consists of:
| March 31, 2021 |  | December 31, 2020
| (In thousands)
Revolving Credit Facility due February 13, 2025 (the “Credit Facility”) | $ | — |  |  | $ | — |
Term Loan due February 13, 2027 (the “Term Loan”) | 425,000 |  |  | 425,000 |
Delayed Draw Term Loan due March 25, 2022 (the “Delayed Draw Term Loan”) | — |  |  | — |
5.00% Senior Notes due December 15, 2027 (the “5.00% Senior Notes”); interest payable each June 15 and December 15 | 450,000 |  |  | 450,000 |
4.625% Senior Notes due June 1, 2028 (the “4.625% Senior Notes”); interest payable each June 1 and December 1 | 500,000 |  |  | 500,000 |
5.625% Senior Notes due February 15, 2029 (the “5.625% Senior Notes”); interest payable each February 15 and August 15 | 350,000 |  |  | 350,000 |
4.125% Senior Notes due August 1, 2030 (the “4.125% Senior Notes”); interest payable each February 1 and August 1 | 500,000 |  |  | 500,000 |
0.875% Exchangeable Senior Notes due October 1, 2022 (the “2022 Exchangeable Notes”); interest payable each April 1 and October 1 | 517,500 |  |  | 517,500 |
0.875% Exchangeable Senior Notes due June 15, 2026 (the “2026 Exchangeable Notes”); interest payable each June 15 and December 15 | 575,000 |  |  | 575,000 |
2.00% Exchangeable Senior Notes due January 15, 2030 (the “2030 Exchangeable Notes”); interest payable each January 15 and July 15 | 575,000 |  |  | 575,000 |
Total debt | 3,892,500 |  |  | 3,892,500 |
Less: Unamortized original issue discount | 5,830 |  |  | 6,029 |
Less: Unamortized debt issuance costs | 43,426 |  |  | 45,541 |
Total long-term debt, net | $ | 3,843,244 |  |  | $ | 3,840,930 |
Credit Facility, Term Loan, and Delayed Draw Term Loan Our wholly-owned subsidiary, Match Group Holdings II, LLC (“MG Holdings II”) is the borrower under a credit agreement (as amended, the “Credit Agreement”) that provides for the Credit Facility, the Term Loan, and, as of March 26, 2021, the Delayed Draw Term Loan. The Credit Facility has a borrowing capacity of $750 million and matures on February 13, 2025. At both March 31, 2021 and December 31, 2020, there were no outstanding borrowings under the Credit Facility, there were outstanding letters of credit of $0.2 million, and we had $749.8 million available under the Credit Facility. The annual commitment fee on undrawn funds, which is based on MG Holdings II’s consolidated net leverage ratio, was 25 basis points as of March 31, 2021. Borrowings under the Credit Facility bear interest, at MG Holdings II’s option, at a base rate or LIBOR, in each case plus an applicable margin, based on MG Holdings II’s consolidated net leverage ratio. If MG Holdings II borrows under the Credit Facility or the Delayed Draw Term Loan, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0. At both March 31, 2021 and December 31, 2020, the outstanding balance on the Term Loan was $425 million. The Term Loan bears interest at LIBOR plus 1.75%, which was 1.95% and 1.96% at March 31, 2021 and December 31, 2020, respectively. The Term Loan matures on February 13, 2027. Interest payments are due at least quarterly through the term of the loan. The Term Loan provides for annual principal payments as part of an excess cash flow sweep provision, the amount of which, if any, is governed by the secured net leverage ratio as set forth in the Credit Agreement. On March 26, 2021, MG Holdings II amended the Credit Agreement to provide for the $400 million Delayed Draw Term Loan, the proceeds of which may be used only to finance a portion of the consideration for the acquisition of Hyperconnect, Inc. MG Holdings II will pay a ticking fee, starting May 11, 2021, on the Delayed Draw Term Loan until it is drawn, in an amount equal to the commitment fee for the Credit Facility. The Delayed Draw Term Loan bears interest in accordance with the consolidated net leverage ratio pricing grid applicable to borrowings under the Credit Facility and matures, whether or not drawn, on March 25, 2022. There were no outstanding borrowings under the Delayed Draw Term Loan at March 31, 2021. The Credit Agreement includes covenants that would limit the ability of MG Holdings II to pay dividends, make distributions, or repurchase MG Holdings II’s stock in the event MG Holdings II’s secured net leverage ratio exceeds 2.0 to 1.0, while the Term Loan remains outstanding and, thereafter, if MG Holdings II’s consolidated net leverage ratio exceeds 4.0 to 1.0, or if an event of default has occurred. The Credit Agreement includes additional covenants that limit the ability of MG Holdings II and its subsidiaries to, among other things, incur indebtedness, pay dividends or make distributions. Obligations under the Credit Facility, Term Loan, and Delayed Draw Term Loan are unconditionally guaranteed by certain MG Holdings II wholly-owned domestic subsidiaries and are also secured by the stock of certain MG Holdings II domestic and foreign subsidiaries. The Term Loan and outstanding borrowings, if any, under the Credit Facility, and Delayed Draw Term Loan rank equally with each other, and have priority over the Senior Notes to the extent of the value of the assets securing the borrowings under the Credit Agreement. Senior Notes The 5.00% Senior Notes were issued on December 4, 2017. At any time prior to December 15, 2022, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.625% Senior Notes were issued on May 19, 2020. At any time prior to June 1, 2023, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 5.625% Senior Notes were issued on February 15, 2019. At any time prior to February 15, 2024, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The 4.125% Senior Notes were issued on February 11, 2020. At any time prior to May 1, 2025, these notes may be redeemed at a redemption price equal to the sum of the principal amount, plus accrued and unpaid interest and a make-whole premium set forth in the indenture governing the notes. Thereafter, these notes may be redeemed at redemption prices set forth in the indenture governing the notes, together with accrued and unpaid interest to the applicable redemption date. The indenture governing the 5.00% Senior Notes contains covenants that would limit MG Holdings II’s ability to pay dividends or to make distributions and repurchase or redeem MG Holdings II’s stock in the event a default has occurred or MG Holdings II’s consolidated leverage ratio (as defined in the indenture) exceeds 5.0 to 1.0. No such limitations were in effect at March 31, 2021. There are additional covenants in the 5.00% Senior Notes indenture that limit the ability of MG Holdings II and its subsidiaries to, among other things, (i) incur indebtedness, make investments, or sell assets in the event MG Holdings II is not in compliance with specified financial ratios, and (ii) incur liens, enter into agreements restricting their ability to pay dividends, enter into transactions with affiliates, or consolidate, merge or sell substantially all of their assets. The indentures governing the 4.125%, 4.625%, and 5.625% Senior Notes are less restrictive than the indenture governing the 5.00% Senior Notes and generally only limit MG Holdings II’s and its subsidiaries’ ability to, among other things, create liens on assets, or consolidate, merge, sell or otherwise dispose of all or substantially all of their assets. The Senior Notes all rank equally in right of payment. Exchangeable Notes During 2017, Match Group FinanceCo, Inc., a direct, wholly-owned subsidiary of the Company, issued $517.5 million aggregate principal amount of its 2022 Exchangeable Notes. During 2019, Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc., direct, wholly-owned subsidiaries of the Company, issued $575.0 million aggregate principal amount of its 2026 Exchangeable Notes, and $575.0 million aggregate principal amount of its 2030 Exchangeable Notes, respectively. The 2022, 2026, and 2030 Exchangeable Notes (collectively the “Exchangeable Notes”) are guaranteed by the Company but are not guaranteed by MG Holdings II or any of its subsidiaries. The following table presents details of the exchangeable features:
| Number of shares of the Company’s Common Stock into which each $1,000 of Principal of the Exchangeable Notes is Exchangeable(a) |  | Approximate Equivalent Exchange Price per Share(a) |  | Exchangeable Date
2022 Exchangeable Notes | 22.7331 |  | $ | 43.99 |  |  | July 1, 2022
2026 Exchangeable Notes | 11.4259 |  | $ | 87.52 |  |  | March 15, 2026
2030 Exchangeable Notes | 11.8739 |  | $ | 84.22 |  |  | October 15, 2029
______________________ (a)Subject to adjustment upon the occurrence of specified events. As more specifically set forth in the applicable indentures, the Exchangeable Notes are exchangeable under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the exchange price on each applicable trading day; (2) during the five-business day period after any five-consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company's common stock and the exchange rate on each such trading day; (3) if the issuer calls the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events as further described in the indentures governing the respective Exchangeable Notes. On or after the respective exchangeable dates noted in the table above, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may exchange all or any portion of their Exchangeable Notes regardless of the foregoing conditions. Upon exchange, the issuer, in its sole discretion, has the option to settle the Exchangeable Notes with cash, shares of the Company’s common stock, or a combination of cash and shares of the Company's common stock. Any shares issued in further settlement of the notes would be offset by shares received upon exercise of the Exchangeable Note Hedges (described below). The Company’s 2022, 2026, and 2030 Exchangeable Notes were exchangeable as of March 31, 2021. No Exchangeable Notes were exchanged during the three months ended March 31, 2021 and for the year ended December 31, 2020. The following table presents the if-converted value that exceeded the principal of each note based on the Company’s stock price on March 31, 2021 and December 31, 2020.
| March 31, 2021 |  | December 31, 2020
| (In millions)
2022 Exchangeable Notes | $ | 1,098.7 |  |  | $ | 1,261.2 |
2026 Exchangeable Notes | $ | 327.6 |  |  | $ | 418.3 |
2030 Exchangeable Notes | $ | 363.0 |  |  | $ | 457.2 |
Additionally, each of Match Group FinanceCo 2, Inc. and Match Group FinanceCo 3, Inc. may redeem for cash all or any portion of its applicable notes, at its option, on or after June 20, 2023 and July 20, 2026, respectively, if the last reported sale price of the Company’s common stock has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the notice of redemption is provided, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the applicable issuer provides notice of redemption, at a redemption price equal to 100% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The following table sets forth the components of the Exchangeable Senior Notes within long-term debt, net:
| March 31, 2021 |  | December 31, 2020
| 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes |  | 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes
| (In thousands)
Principal | $ | 517,500 |  |  | $ | 575,000 |  |  | $ | 575,000 |  |  | $ | 517,500 |  |  | $ | 575,000 |  |  | $ | 575,000 |
Less: Unamortized debt issuance costs | 5,604 |  |  | 8,299 |  |  | 9,370 |  |  | 6,511 |  |  | 8,700 |  |  | 9,627 |
Net carrying value included in long-term debt, net | $ | 511,896 |  |  | $ | 566,701 |  |  | $ | 565,630 |  |  | $ | 510,989 |  |  | $ | 566,300 |  |  | $ | 565,373 |
The following table sets forth interest expense recognized related to the Exchangeable Senior Notes:
| Three Months Ended March 31, 2021 |  | Three Months Ended March 31, 2020
| 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes |  | 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes
| (In thousands)
Contractual interest expense | $ | 1,132 |  |  | $ | 1,258 |  |  | $ | 2,875 |  |  | $ | 1,132 |  |  | $ | 1,258 |  |  | $ | 2,875 |
Amortization of debt issuance costs | 907 |  |  | 401 |  |  | 257 |  |  | 898 |  |  | 380 |  |  | 235 |
Total interest expense recognized | $ | 2,039 |  |  | $ | 1,659 |  |  | $ | 3,132 |  |  | $ | 2,030 |  |  | $ | 1,638 |  |  | $ | 3,110 |
The effective interest rates for the 2022, 2026, and 2030 Exchangeable Notes are 1.6%, 1.2%, and 2.2%, respectively. Exchangeable Notes Hedges and Warrants In connection with the Exchangeable Notes offerings, the Company purchased call options allowing the Company to purchase initially (subject to adjustment upon the occurrence of specified events) the same number of shares that would be issuable upon the exchange of the applicable Exchangeable Notes at the prices per share set forth below (the “Exchangeable Notes Hedge”), and sold warrants allowing the counterparty to purchase (subject to adjustment upon the occurrence of specified events) shares at the per share prices set forth below (the “Exchangeable Notes Warrants”). The Exchangeable Notes Hedges are expected to reduce the potential dilutive effect on the Company’s common stock upon any exchange of notes and/or offset any cash payment Match Group FinanceCo, Inc., Match Group FinanceCo 2, Inc. or Match Group FinanceCo 3, Inc. is required to make in excess of the principal amount of the exchanged notes. The Exchangeable Notes Warrants have a dilutive effect on the Company’s common stock to the extent that the market price per share of the Company common stock exceeds their respective strike prices. The following tables present details of the Exchangeable Notes Hedges and Warrants:
| Number of Shares(a) |  | Approximate Equivalent Exchange Price per Share(a)
| (Shares in millions)
2022 Exchangeable Notes Hedge | 11.8 |  | $ | 43.99 |
2026 Exchangeable Notes Hedge | 6.6 |  | $ | 87.52 |
2030 Exchangeable Notes Hedge | 6.8 |  | $ | 84.22 |
| Number of Shares(a) |  | Weighted Average Strike Price per Share(a)
| (Shares in millions)
2022 Exchangeable Notes Warrants | 11.8 |  | $ | 68.22 |
2026 Exchangeable Notes Warrants | 6.6 |  | $ | 134.76 |
2030 Exchangeable Notes Warrants | 6.8 |  | $ | 134.82 |
______________________ (a)Subject to adjustment upon the occurrence of specified events.

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