SEC Comment Letter for Match Group, Inc. (MTCH) (CIK 0000891103) (MTCH) — Jul 8, 2009
Match Group, Inc. (MTCH) (CIK 0000891103)
Date: July 8, 2009 · CIK: 0000891103 · Accession: 0000000000-09-035996
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-20570
Letter
Mail Stop 3561 July 7, 2009 By Facsimile and U.S. Mail Mr. Barry Diller Chairman of the Board and Chief Executive Officer IAC/InteractiveCorp 555 West 18 th Street New York, New York 10011
Re: IAC/InteractiveCorp Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 2, 2009 Definitive Proxy Statement on Schedule 14A Filed April 30, 2009 File No. 000-20570
Dear Mr. Diller: We have reviewed your filings and ha ve the following comments. You should comply with the comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us in sufficient detail how you intend to comply by providing us with your proposed revisions. If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. Please understand that after our review of all of your responses, we may raise additional comments. Please also understand that th e purpose of our review pr ocess is to assist you in your compliance with the applicable disclosu re requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Annual Report on Form 10-K
Item 1. Business, page 1
1. You state on page 16 that you consider your “intellectual property rights, including patents, service marks, trademar ks and domain names, copyrights, trade secrets and similar intellectual property, as critical” to your success. Please
Mr. Barry Diller IAC/InteractiveCorp July 7, 2009 Page 2 disclose the importance of such intellectua l property with resp ect to each of your business segments, as well as the duration and effect of all patents, trademarks and licenses. Refer to Item 101(c)(1)(iv) of Regulation S-K.
Item 1A. Risk Factors, page 10
2. Please include a risk factor describing th e risks to investors associated with being a controlled company. Item 2. Properties, page 18
3. Please confirm that you have not describe d the location and general character of each of your properties because you have de termined that such properties are not “materially important physical properties” for you or your subsidiaries, or revise. Refer to Item 102 of Regulation S-K.
Financial Position, Liquidity a nd Capital Resources , page 39 4. Item 303(a)(1) and (2) of Regulation S- K states that you should discuss known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to impact your liquidity in any material way as well as any material changes in th e mix or relative cost of your capital resources. Given recent trends and condi tions in the retail environment, please expand your disclosure to addr ess the current and potential future impact of these trends and conditions on your liquidity and capital resources, giving particular consideration to the fact that your primar y source of liquidity is cash flows from operations.
Exhibits
5. Please file the following related party agr eements as exhibits to your Form 10-K: (i) the 2001 agreement between you and Mr. Diller with respect to the construction of a screening room on Mr. Diller’s property, (i i) the agreement pursuant to which Interval made payments to Arise Virtual Solutions for call center services, and (iii) the agreement pur suant to which HSN made payments to Warner Music Group for music products . In addition, please incorporate by reference to your Form 10-K the agre ements between you and Liberty Media Corporation filed as Exhibit 10.1 to y our Form 8-K filed January 15, 2008 and Exhibit 10.1 to your Form 8-K filed May 16, 2008.
Mr. Barry Diller IAC/InteractiveCorp July 7, 2009 Page 3 Definitive Proxy Statement on Schedule 14A
Proposal 1 – Election of Directors, page 5
Corporate Governance, page 7
6. You state that you are “rel ying on the exemption for Controlled Companies from certain Nasdaq requirements.” Please re vise your disclosure to identify the corporate governance requirements from wh ich you are exempt as a result of your status as a controlled company. In add ition, please note that controlled companies are not exempt from the corporate governance requirements regarding audit committees; as such, your audit committee is required to be composed of three members, all of whom are i ndependent. Please advise.
Compensation Discussion and Analysis, page 16
7. Please provide the disclosure required by Item 407(e)(4) of Regulation S-K.
Security Ownership of Certain Benefi cial Owners and Management, page 42
8. Please revise the table to disclose the percent of the class owned by each beneficial owner, as opposed to the per centage of votes for all classes owned by each beneficial owner. In addition, please disclose the total number of outstanding shares of common stock a nd Class B common stock on which the ownership percentages in the table are determined. Certain Relationships and Relate d Person Transactions, page 44
9. We note your disclosure that your manage ment is required to determine whether any proposed transaction with a “related person” (as defined in Item 404 of Regulation S-K) falls within the definiti on of “transaction” (as defined in Item 404 of Regulation S-K) and, if so, to revi ew it with the audit committee. Please also discuss the bases on which your management and the audit committee review, approve and ratify such transactions.
Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested inform ation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
Mr. Barry Diller IAC/InteractiveCorp July 7, 2009 Page 4 investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filings. Please contact Lilyanna L. Peyser, Atto rney Advisor, at ( 202) 551-3222 or me at (202) 551-3725 with any other questions. Sincerely,
H. Christopher Owings Assistant Director
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Mail Stop 3561 July 7, 2009 By Facsimile and U.S. Mail Mr. Barry Diller Chairman of the Board and Chief Executive Officer IAC/InteractiveCorp 555 West 18 th Street New York, New York 10011 Re: IAC/InteractiveCorp Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2008 Filed March 2, 2009 Definitive Proxy Statement on Schedule 14A Filed April 30, 2009 File No. 000-20570 Dear Mr. Diller: We have reviewed your filings and ha ve the following comments. You should comply with the comments in all future filings, as applicable. Please confirm in writing that you will do so and also explain to us in sufficient detail how you intend to comply by providing us with your proposed revisions. If you disagree with any of these comments, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your explanation. Please understand that after our review of all of your responses, we may raise additional comments. Please also understand that th e purpose of our review pr ocess is to assist you in your compliance with the applicable disclosu re requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Annual Report on Form 10-K Item 1. Business, page 1 1. You state on page 16 that you consider your “intellectual property rights, including patents, service marks, trademar ks and domain names, copyrights, trade secrets and similar intellectual property, as critical” to your success. Please Mr. Barry Diller IAC/InteractiveCorp July 7, 2009 Page 2 disclose the importance of such intellectua l property with resp ect to each of your business segments, as well as the duration and effect of all patents, trademarks and licenses. Refer to Item 101(c)(1)(iv) of Regulation S-K. Item 1A. Risk Factors, page 10 2. Please include a risk factor describing th e risks to investors associated with being a controlled company. Item 2. Properties, page 18 3. Please confirm that you have not describe d the location and general character of each of your properties because you have de termined that such properties are not “materially important physical properties” for you or your subsidiaries, or revise. Refer to Item 102 of Regulation S-K. Financial Position, Liquidity a nd Capital Resources , page 39 4. Item 303(a)(1) and (2) of Regulation S- K states that you should discuss known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to impact your liquidity in any material way as well as any material changes in th e mix or relative cost of your capital resources. Given recent trends and condi tions in the retail environment, please expand your disclosure to addr ess the current and potential future impact of these trends and conditions on your liquidity and capital resources, giving particular consideration to the fact that your primar y source of liquidity is cash flows from operations. Exhibits 5. Please file the following related party agr eements as exhibits to your Form 10-K: (i) the 2001 agreement between you and Mr. Diller with respect to the construction of a screening room on Mr. Diller’s property, (i i) the agreement pursuant to which Interval made payments to Arise Virtual Solutions for call center services, and (iii) the agreement pur suant to which HSN made payments to Warner Music Group for music products . In addition, please incorporate by reference to your Form 10-K the agre ements between you and Liberty Media Corporation filed as Exhibit 10.1 to y our Form 8-K filed January 15, 2008 and Exhibit 10.1 to your Form 8-K filed May 16, 2008. Mr. Barry Diller IAC/InteractiveCorp July 7, 2009 Page 3 Definitive Proxy Statement on Schedule 14A Proposal 1 – Election of Directors, page 5 Corporate Governance, page 7 6. You state that you are “rel ying on the exemption for Controlled Companies from certain Nasdaq requirements.” Please re vise your disclosure to identify the corporate governance requirements from wh ich you are exempt as a result of your status as a controlled company. In add ition, please note that controlled companies are not exempt from the corporate governance requirements regarding audit committees; as such, your audit committee is required to be composed of three members, all of whom are i ndependent. Please advise. Compensation Discussion and Analysis, page 16 7. Please provide the disclosure required by Item 407(e)(4) of Regulation S-K. Security Ownership of Certain Benefi cial Owners and Management, page 42 8. Please revise the table to disclose the percent of the class owned by each beneficial owner, as opposed to the per centage of votes for all classes owned by each beneficial owner. In addition, please disclose the total number of outstanding shares of common stock a nd Class B common stock on which the ownership percentages in the table are determined. Certain Relationships and Relate d Person Transactions, page 44 9. We note your disclosure that your manage ment is required to determine whether any proposed transaction with a “related person” (as defined in Item 404 of Regulation S-K) falls within the definiti on of “transaction” (as defined in Item 404 of Regulation S-K) and, if so, to revi ew it with the audit committee. Please also discuss the bases on which your management and the audit committee review, approve and ratify such transactions. Please respond to these comments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested inform ation. Detailed cover letters greatly facilitate our review. Please understand th at we may have additional comments after reviewing your responses to our comments. We urge all persons who are responsi ble for the accuracy an d adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information Mr. Barry Diller IAC/InteractiveCorp July 7, 2009 Page 4 investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filings; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filing or in response to our comments on your filings. Please contact Lilyanna L. Peyser, Atto rney Advisor, at ( 202) 551-3222 or me at (202) 551-3725 with any other questions. Sincerely, H. Christopher Owings Assistant Director