XML 51 R34.htm IDEA: XBRL DOCUMENT
v3.22.4

LONG-TERM DEBT, NET (Tables) | 12 Months Ended
--- | ---
Dec. 31, 2022
Debt Disclosure [Abstract] |
Schedule of Long-term Debt | Long-term debt, net consists of:
| December 31,
| 2022 |  | 2021
| (In thousands)
Credit Facility due February 13, 2025 | $ | — |  |  | $ | — |
Term Loan due February 13, 2027 | 425,000 |  |  | 425,000 |
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 |
3.625% Senior Notes due October 1, 2031 (the “3.625% Senior Notes”); interest payable each April 1 and October 1 commencing on April 1, 2022 | 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 | — |  |  | 100,500 |
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 long-term debt | 3,875,000 |  |  | 3,975,500 |
Less: Current maturities of long-term debt | — |  |  | 100,500 |
Less: Unamortized original issue discount | 4,366 |  |  | 5,215 |
Less: Unamortized debt issuance costs | 34,908 |  |  | 40,364 |
Total long-term debt, net | $ | 3,835,726 |  |  | $ | 3,829,421 |
The following table presents details of the outstanding 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
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.
Schedule of Debt Instrument Redemption | The 3.625% Senior Notes were issued on October 4, 2021. The proceeds from these notes were used to redeem a portion of the 2022 Exchangeable Notes and for general corporate purposes. At any time prior to October 1, 2026, 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:
Beginning October 1, | Percentage
2026 | 101.813%
2027 | 101.208%
2028 | 100.604%
2029 and thereafter | 100.000%
The 4.625% Senior Notes were issued on May 19, 2020. The proceeds from these notes were used to redeem then outstanding senior notes, to pay expenses associated with the offering, and for general corporate purposes. 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:
Beginning June 1, | Percentage |
2023 | 102.313% |
2024 | 101.156% |
2025 and thereafter | 100.000% |
The 4.125% Senior Notes were issued on February 11, 2020. The proceeds from these notes were used to fund a portion of the $3.00 per common share of Former Match Group that was payable in connection with the Separation. 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:
Beginning May 1, | Percentage
2025 | 102.063%
2026 | 101.375%
2027 | 100.688%
2028 and thereafter | 100.000%
The 5.625% Senior Notes were issued on February 15, 2019. The proceeds from these notes were used to repay outstanding borrowings under the Credit Facility, to pay expenses associated with the offering, and for general corporate purposes. 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 the redemption prices set forth below, together with accrued and unpaid interest to the applicable redemption date:
Beginning February 15, | Percentage
2024 | 102.813%
2025 | 101.875%
2026 | 100.938%
2027 and thereafter | 100.000%
The 5.00% Senior Notes were issued on December 4, 2017, and are currently redeemable. The proceeds, along with cash on hand, were used to redeem then outstanding senior notes and pay the related call premium. These notes may be redeemed at the redemption prices set forth below, together with accrued and unpaid interest thereon to the applicable redemption date:
Beginning December 15, | Percentage
2022 | 102.500%
2023 | 101.667%
2024 | 100.833%
2025 and thereafter | 100.000%
Schedule of If-Converted Value in Excess of Principal | The following table presents the if-converted value that exceeded the principal of each Exchangeable Note outstanding as of December 31, 2022 and 2021 based on the Company’s stock price on December 31, 2022 and 2021, respectively.
| December 31, 2022 |  | December 31, 2021
| (In millions)
2022 Exchangeable Notes | N/A |  | $ | 170.4 |
2026 Exchangeable Notes | $ | — |  |  | $ | 293.9 |
2030 Exchangeable Notes | $ | — |  |  | $ | 327.9 |
Schedule of Exchangeable Notes Hedge and Warrants | The following table sets forth the components of the outstanding Exchangeable Notes as of December 31, 2022 and 2021:
|  |  | December 31, 2022 |  | December 31, 2021
|  |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes |  | 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes
|  |  | (In thousands)
Principal |  |  | $ | 575,000 |  |  | $ | 575,000 |  |  | $ | 100,500 |  |  | $ | 575,000 |  |  | $ | 575,000 |
Less: unamortized debt issuance costs |  |  | 5,562 |  |  | 7,645 |  |  | 573 |  |  | 7,130 |  |  | 8,638 |
Net carrying value included in current maturities of long-term debt, net |  |  | $ | — |  |  | $ | — |  |  | $ | 99,927 |  |  | $ | — |  |  | $ | — |
Net carrying value included in long-term debt, net |  |  | $ | 569,438 |  |  | $ | 567,355 |  |  | $ | — |  |  | $ | 567,870 |  |  | $ | 566,362 |
The following tables present details of the Exchangeable Notes Hedges and Warrants outstanding at December 31, 2022:
| Number of Shares(a) |  | Approximate Equivalent Exchange Price per Share(a)
| (Shares in millions)
2026 Exchangeable Notes Hedges | 6.6 |  | $ | 87.52 |
2030 Exchangeable Notes Hedges | 6.8 |  | $ | 84.22 |
| Number of Shares(a) |  | Weighted Average Strike Price per Share(a)
| (Shares in millions)
2022 Exchangeable Notes Warrants(b) | 1.9 |  | $ | 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. (b)The outstanding 2022 Exchangeable Notes Warrants at December 31, 2022 will be exercised ratably over 80 trading days commencing on the first trading day following the expiration date through April 27, 2023.
Schedule of Interest Expense, Exchangeable Notes | The following table sets forth interest expense recognized related to the Exchangeable Notes for the years ended December 31, 2022, 2021, and 2020:
| Year Ended December 31, 2022
| 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes
| (In thousands)
Contractual interest expense | $ | 366 |  |  | $ | 5,031 |  |  | $ | 11,500 |
Amortization of debt issuance costs | 401 |  |  | 1,568 |  |  | 993 |
Total interest expense recognized | $ | 767 |  |  | $ | 6,599 |  |  | $ | 12,493 |
| Year Ended December 31, 2021
| 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes
| (In thousands)
Contractual interest expense | $ | 3,525 |  |  | $ | 5,031 |  |  | $ | 11,500 |
Amortization of debt issuance costs | 2,939 |  |  | 1,570 |  |  | 989 |
Total interest expense recognized | $ | 6,464 |  |  | $ | 6,601 |  |  | $ | 12,489 |
| Year Ended December 31, 2020
| 2022 Exchangeable Notes |  | 2026 Exchangeable Notes |  | 2030 Exchangeable Notes
| (In thousands)
Contractual interest expense | $ | 4,528 |  |  | $ | 5,031 |  |  | $ | 11,500 |
Amortization of debt issuance costs | 3,646 |  |  | 1,533 |  |  | 950 |
Total interest expense recognized | $ | 8,174 |  |  | $ | 6,564 |  |  | $ | 12,450 |
Schedule of Long-term Debt Maturities | Long-term debt maturities
Years Ending December 31, | (In thousands)
2026 | $ | 575,000 |
2027 | 875,000 |
2028 | 500,000 |
2029 | 350,000 |
2030 | 1,075,000 |
2031 | 500,000 |
Total | 3,875,000 |
Less: Unamortized original issue discount | 4,366 |
Less: Unamortized debt issuance costs | 34,908 |
Total long-term debt, net | $ | 3,835,726 |

X
- Definition Tabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount. + References No definition available. + Details
Name: | us-gaap_ConvertibleDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DebtDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of debt instruments or arrangements with redemption features. Includes, but is not limited to, description of debt redemption features, percentage price at which debt can be redeemed by the issuer, and period start and end for debt maturity or redemption. + References No definition available. + Details
Name: | us-gaap_DebtInstrumentRedemptionTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of interest income and expense, including, but not limited to, interest income and expense from investments, loans, and securities. + References No definition available. + Details
Name: | us-gaap_InterestIncomeAndInterestExpenseDisclosureTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399 Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 55 -Paragraph 69B -URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612 Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399 Reference 7: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 55 -Paragraph 69E -URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612 Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 7 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644 Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823 Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400 Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644 + Details
Name: | us-gaap_ScheduleOfDebtInstrumentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of maturity and sinking fund requirement for long-term debt. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601 + Details
Name: | us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=128089324&loc=d3e5047-113901 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section S99 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775 + Details
Name: | us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration