
	September 30, 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



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	517,499		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	3,892,499		3,892,500

Less: Unamortized original issue discount	5,422		6,029
Less: Unamortized debt issuance costs	39,181		45,541
Total long-term debt, net	$	3,847,896	$	3,840,930

The Credit Facility has a borrowing capacity of $750 million and matures on February 13, 2025. At both September 30, 2021 and December 31, 2020, there were no outstanding borrowings under the Credit Facility. At September 30, 2021 there was $0.4 million in outstanding letters of credit and $749.6 million of availability under the Credit Facility. At December 31, 2020 there was $0.2 million in outstanding letters of credit and $749.8 million of availability 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 September 30, 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, it will be required to maintain a consolidated net leverage ratio of not more than 5.0 to 1.0.

At both September 30, 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 1.87% and 1.96% at September 30, 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.

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 and 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, 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.

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 September 30, 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.

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


	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

(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;

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 September 30, 2021. $1,000 of the 2022 Exchangeable Notes were settled during the three and nine months ended September 30, 2021; no Exchangeable Notes were exchanged during the year ended December 31, 2020.

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.


	September 30, 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	$	517,499	$	575,000	$	575,000	$	517,500	$	575,000	$	575,000
Less: Unamortized debt issuance costs	3,754		7,522		8,883		6,511		8,700		9,627
Net carrying value included in long-term debt, net	$	513,745	$	567,478	$	566,117	$	510,989	$	566,300	$	565,373


	Three Months Ended September 30, 2021						Three Months Ended September 30, 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	$	1,257	$	2,875	$	1,132	$	1,257	$	2,875
Amortization of debt issuance costs	930		390		244		915		386		239
Total interest expense recognized	$	2,062	$	1,647	$	3,119	$	2,047	$	1,643	$	3,114


	Nine Months Ended September 30, 2021						Nine Months Ended September 30, 2020
	2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes		2022 Exchangeable Notes		2026 Exchangeable Notes		2030 Exchangeable Notes

	(In thousands)
Contractual interest expense	$	3,396	$	3,773	$	8,625	$	3,396	$	3,773	$	8,625
Amortization of debt issuance costs	2,757		1,178		744		2,718		1,146		711
Total interest expense recognized	$	6,153	$	4,951	$	9,369	$	6,114	$	4,919	$	9,336

In connection with these transactions, our balance sheet as of September 30, 2021 reflects an obligation to pay cash in excess of the principal amount of the 2022 Exchangeable Notes we agreed to repurchase, which has been allocated between current and long-term liabilities in relation to the amounts expected to be funded by short and long-term assets, respectively.

See “Note 5—Financial Instruments” for additional information regarding the embedded derivative associated with the repurchase of the 2022 Exchangeable Notes and see “Exchangeable Notes Hedges and Warrants” below for additional information regarding the unwind of the related notes hedges and warrants. See “Note 12—Subsequent Events” for additional information regarding the closing of these and related transactions.

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.

On September 23, 2021, we entered into agreements to unwind a portion of the 2022 Exchangeable Notes Hedges and 2022 Exchangeable Notes Warrants for cash, each representing 9.4 million underlying shares, resulting in a net asset receivable at September 30, 2021 of $200.8 million.