0001104659-13-090182.txt : 20140314 0001104659-13-090182.hdr.sgml : 20140314 20131213171538 ACCESSION NUMBER: 0001104659-13-090182 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IAC/INTERACTIVECORP CENTRAL INDEX KEY: 0000891103 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 592712887 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 BUSINESS PHONE: 2123147300 MAIL ADDRESS: STREET 1: 555 WEST 18TH STREET CITY: NEW YORK STATE: NY ZIP: 10011 FORMER COMPANY: FORMER CONFORMED NAME: INTERACTIVECORP DATE OF NAME CHANGE: 20030623 FORMER COMPANY: FORMER CONFORMED NAME: USA INTERACTIVE DATE OF NAME CHANGE: 20020508 FORMER COMPANY: FORMER CONFORMED NAME: USA NETWORKS INC DATE OF NAME CHANGE: 19980223 CORRESP 1 filename1.htm

 

IAC/INTERACTIVECORP

555 West 18th Street
New York, NY 10011

 

December 13, 2013

 

VIA EDGAR

 

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010

 

RE:                           IAC/InterActiveCorp
Registration Statement on Form S-4
Filed May 3, 2013

 

Ladies and Gentlemen:

 

Reference is made to the above referenced Registration Statement on Form S-4, as may be amended form time to time (the “Registration Statement”), of IAC/InterActiveCorp (the “Company”), About, Inc., APN, LLC, Aqua Acquisition Holdings LLC, CityGrid Media, LLC, Dictionary.com, LLC, Elicia Acquisition Corp., HomeAdvisor, Inc., HTRF Ventures, LLC, Humor Rainbow, IAC Falcon Holdings, LLC Inc., IAC Search & Media, Inc., IAC Search, LLC, Match.com International Holdings, Inc., Match.com, Inc., Match.com, L.L.C., Mindspark Interactive Network, Inc., Mojo Acquisition Corp., People Media, Inc., People Media, LLC, Shoebuy.com, Inc., and Tutor.com, Inc. (collectively, including the Company, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to $500,000,000 of our 4.875% senior notes due 2018 of the Company (together with the guarantees thereof, the “New Notes”) for an equal principal amount of our outstanding 4.875% senior notes due 2018 of the Company (together with the guarantees thereof, the “Old Notes”).  The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (April 13, 1989), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).

 

This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the New Notes and, to the best of the Registrants’ information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the New Notes.  In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the New Notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (April 13, 1989) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection

 


 

with any sale or transfer of the New Notes, unless the sale or transfer is made pursuant to an exemption from those requirements.  The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

 

In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market making activities or other trading activities, and who receives New Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:

 

If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner:  (1) represents that it is participating in the Exchange Offer for its own account and is exchanging Old Notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with the issuer or an affiliate of the issuer to distribute the New Notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act.

 

See Shearman & Sterling (July 2, 1993).

 

[SIGNATURE PAGE FOLLOWS]

 

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Sincerely,

 

 

 

 

IAC/INTERACTIVECORP

 

 

 

 

 

By:

/s/ Joanne Hawkins

 

 

Name:

Joanne Hawkins

 

 

Title:

Authorized Person
SVP & Deputy General Counsel

 

 

 

 

ABOUT, INC.

 

 

APN, LLC

 

 

AQUA ACQUISITION HOLDINGS LLC

 

 

CITYGRID MEDIA, LLC

 

 

DICTIONARY.COM, LLC

 

 

ELICIA ACQUISITION CORP.

 

 

HOMEADVISOR, INC.

 

 

HTRF VENTURES, LLC

 

 

HUMOR RAINBOW, INC.

 

 

IAC FALCON HOLDINGS, LLC

 

 

IAC SEARCH & MEDIA, INC.

 

 

IAC SEARCH, LLC

 

 

MATCH.COM INTERNATIONAL HOLDINGS, INC.

 

 

MATCH.COM, INC.

 

 

MATCH.COM, L.L.C.

 

 

MINDSPARK INTERACTIVE NETWORK, INC.

 

 

MOJO ACQUISITION CORP.

 

 

PEOPLE MEDIA, INC.

 

 

PEOPLE MEDIA, LLC

 

 

SHOEBUY.COM, INC.

 

 

TUTOR.COM, INC.

 

 

 

 

 

By:

/s/ Joanne Hawkins

 

 

Name:

Joanne Hawkins

 

 

Title:

Authorized Person on behalf of each
of the above named Guarantors

 

cc:                                Andrew J. Nussbaum, Wachtell, Lipton, Rosen & Katz
Kathryn J. Gettles-Atwa, Wachtell, Lipton, Rosen & Katz