United States securities and exchange commission logo
March 9, 2021
Gregg Winiarski
Executive Vice President, General Counsel and Secretary
IAC/InterActiveCorp
555 West 18th Street
New York, New York 10011
Re: IAC/InterActiveCorp
Amendment No. 2 to
Registration Statement on Form S-4
Filed February 23,
2021
File No. 333-251656
Dear Mr. Winiarski:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 16, 2021 letter.
Form S-4/A filed February 23, 2021
Recent performance, page 141
1. You disclose that for
the year ended December 31, 2020, your total bookings increased
62% year-over-year and
new bookings (those from new subscribers only) increased 158%
year-over-year. Please
revise your disclosures to clarify how you calculate bookings.
Gregg Winiarski
FirstName LastNameGregg Winiarski
IAC/InterActiveCorp
Comapany
March NameIAC/InterActiveCorp
9, 2021
March2 9, 2021 Page 2
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations for
Vimeo
Liquidity and Capital Resources
Liquidity Assessment, page 156
2. Please clarify your disclosure that indicate Vimeo believes its
existing cash and cash
equivalents, the available borrowings under its revolving credit
facility and expected
positive cash flows generated from operations will be sufficient to
fund its normal
operating requirements, including capital expenditures, the payment of
withholding taxes
paid on behalf of employees if settled on a net basis and investing,
and other commitments
for the foreseeable future. In this respect, please revise to disclose
the minimum period of
time that you will be able to conduct planned operations using
currently available capital
resources. We refer you to Item 303(a) of Regulation S-K and Section
IV of SEC Release
33-8350.
Outstanding Stock-based Awards, page 156
3. We note that the aggregate intrinsic value of Vimeo awards outstanding
as of January 29,
2021, assuming a per share price of $35.35, is $405.1 million, of
which $122.8 million is
attributable to currently vested awards. Please explain why if Vimeo
settles these awards
on a net basis, the withholding taxes payable by Vimeo on behalf of
its employees upon
net settlement would be $202.6 million, assuming a 50% withholding
rate.
Vimeo's Critical Accounting Policies and Estimates
Stock-based Compensation, page 167
4. Please revise to disclose that estimates will not be necessary to
determine the fair value of
your common stock once the underlying shares begin trading.
You may contact Morgan Youngwood, Staff Accountant, at (202) 551-3479 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Matthew Crispino,
Staff Attorney, at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Jenna E. Levine