SecProbe.io

CORRESP
1
filename1.htm

February 23,
2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Jan Woo

    Stephen Krikorian

    Matthew Crispino

    Morgan Youngwood

    Re:
    IAC/InterActiveCorp

    Amendment No. 1 to
    Registration Statement on Form S-4
 (“Amendment No. 1”)

    Filed February 2, 2021

    File No. 333-251656

Ladies and Gentlemen:

On behalf of IAC/InterActiveCorp (“IAC”)
and Vimeo Holdings, Inc. (“Vimeo SpinCo” and together with IAC, the “Registrants”),
we are providing the Registrants’ responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) set forth in its letter, dated February 16,
2021, with respect to the above-referenced Registration Statement on Form S-4/A (the “Registration Statement”).
The Registrants are concurrently submitting Amendment No. 2 to the Registration Statement (“Amendment No. 2”)
via EDGAR.

For the Staff’s convenience, the text
of the Staff’s comments is set forth below in bold, followed in each case by the Registrants’ response. Terms not otherwise
defined in this letter shall have the meanings set forth in Amendment No. 2. Except as otherwise indicated below, all references
to page numbers in these responses are to the pages of Amendment No. 2.

Registration Statement on Form S-4/A

Trends in Our Favor, page 149

 1. In the revised disclosure on page 149, you cite a 2020 study by GlobalWebIndex that was completed for Vimeo. Please
file a consent by GlobalWebIndex as an exhibit to the registration statement or tell us why it is not required. Refer to Rule 436
of the Securities Act.

Response:
The Registrants acknowledge the Staff’s comment, and respectfully submit to the Staff that GlobalWebIndex is not an “expert”
under Rule 436 of the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Registrants do not believe a consent of GlobalWebIndex is required to be filed as an exhibit to the Registration Statement.

Rule 436 of the Securities Act requires that
a consent be filed if any portion of a report or opinion of an “expert” is quoted or summarized as such in a registration
statement. Section 7 of the Securities Act provides that an expert is “any accountant, engineer, or appraiser, or any
person whose profession gives authority to a statement made by him.”

GlobalWebIndex is a market research and audience targeting
firm that collects and aggregates data for use by its customers for marketing and other business purposes. The information attributed
to GlobalWebIndex in the Registration Statement reflects aggregated data collected by GlobalWebIndex. Accordingly, the Registrants
respectfully submit that (i) GlobalWebIndex is not among the enumerated professions under Section 7 of the Securities
Act, (ii) GlobalWebIndex is not within a “profession [that] gives authority to a statement made by [such providers],”
(iii) the related information contained in the Registration Statement does not reflect the opinion or judgment of an “expert”
but rather the summation of aggregated collected data obtained from a survey of companies concerning their use of video and levels
of employee engagement conducted by GlobalWebIndex and (iv) the Registrants neither expressly identified GlobalWebIndex as
an “expert” in the Registration Statement nor purported to make statements in the Registration Statement on the authority
of GlobalWebIndex as an “expert.” Registrants identified GlobalWebIndex in response to the Staff’s prior comment
requesting that Registrants provide the sources of certain factual information, not to indicate that Registrants view GlobalWebIndex
as an “expert” within the meaning of Rule 436. Accordingly, the Registrants respectfully submit that GlobalWebIndex
should not be considered an “expert” within the meaning of Section 7 of the Securities Act and/or Rule 436
of the Securities Act.

In addition, the Registrants note that the consent
requirements of Rule 436 of the Securities Act are generally directed at circumstances in which an issuer has engaged a third-party
expert or counsel to prepare a valuation, opinion or other report specifically for use in connection with or incorporated into
a registration statement. The Registrants respectfully advise the Staff that the GlobalWebIndex report was commissioned for business
and marketing purposes, and not in contemplation of the Registration Statement.

As a result of the foregoing, the Registrants submit
that GlobalWebIndex is not an expert of the kind whose consent is required to be filed pursuant to Rule 436.

Information about SpinCo after the Spin-off

Management Overview, Page 162

 2. Please clarify the portion of your response to prior comment 5 that indicates you do not regularly calculate or use NRR
as an internal operating metric with respect to self-serve subscriptions.

Response:
In response to the Staff’s prior comment 5, the Registrants had previously revised the disclosure appearing on page 148
of Amendment No. 1. In the Registrants’ correspondence to the Staff dated February 2, 2021, the Registrants stated,
among other things, that “Vimeo, Inc. does not regularly calculate or use NRR [Net Revenue Retention] as an internal
operating metric with respect to self-serve subscriptions (i.e., those customers who sign up for a subscription with a credit card
without any sales touch) or with respect to Vimeo, Inc.’s overall operations.”

In response to the Staff’s comment 2 above,
the Registrants respectfully advise the Staff as follows: As part of its management of its business, Vimeo, Inc. regularly
calculates various metrics that its management team reviews, among themselves and with Vimeo, Inc.’s parent company,
on a monthly, quarterly and annual basis. These metrics include total subscribers and average revenue per subscriber (“ARPU”),
but do not include NRR for self-serve subscriptions. In the past, Vimeo, Inc. has calculated NRR for self-serve subscriptions
on a limited and ad hoc basis. Vimeo, Inc. did not calculate NRR for self-serve subscriptions for management review during
2020 and has not done so to date in 2021.

*	     *	     *	     *	     *	     *

If you have any questions, please do not
hesitate to contact me at (212) 403-1172 or JELevine@wlrk.com.

    Very truly yours,

    /s/ Jenna E. Levine

    Jenna E. Levine

    cc:
    Kendall F. Handler,
    IAC/InterActiveCorp

    Andrew J. Nussbaum, Wachtell, Lipton, Rosen &
    Katz