United States securities and exchange commission logo
February 16, 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. 1 to
Registration Statement on Form S-4
Filed February 2,
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
January 21, 2021 letter.
Registration Statement on 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.
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
Gregg Winiarski
IAC/InterActiveCorp
February 16, 2021
Page 2
subscriptions.
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,
FirstName LastNameGregg Winiarski
Division of
Corporation Finance
Comapany NameIAC/InterActiveCorp
Office of Technology
February 16, 2021 Page 2
cc: Jenna E. Levine
FirstName LastName