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1: 10-Q Quarterly Report HTML 1.19M
2: EX-2.1 Amendment to Share Purchase Agreement HTML 32K
3: EX-10.1 First Amendment to Transition Services Agreement HTML 29K
4: EX-10.2 Match Group 2021 Global Employee Stock Purchase HTML 84K
Plan
5: EX-31.1 CEO Certification Under Section 302 HTML 24K
6: EX-31.2 CFO Certification Under Section 302 HTML 24K
7: EX-32.1 CEO Certification Under Section 906 HTML 21K
8: EX-32.2 CFO Certification Under Section 906 HTML 21K
15: R1 Cover Page HTML 74K
16: R2 Consolidated Balance Sheet (Unaudited) HTML 133K
17: R3 Consolidated Balance Sheet (Unaudited) HTML 35K
(Parenthetical)
18: R4 Consolidated Statement of Operations (Unaudited) HTML 140K
19: R5 Consolidated Statement of Comprehensive Operations HTML 65K
(Unaudited)
20: R6 Consolidated Statement of Shareholders' Equity HTML 227K
(Unaudited)
21: R7 Consolidated Statement of Shareholders' Equity HTML 27K
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23: R9 The Company and Summary of Significant Accounting HTML 97K
Policies
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25: R11 Discontinued Operations HTML 40K
26: R12 Goodwill HTML 29K
27: R13 Financial Instruments HTML 61K
28: R14 Long-Term Debt, Net HTML 123K
29: R15 Accumulated Other Comprehensive Loss HTML 64K
30: R16 Earnings Per Share HTML 116K
31: R17 Consolidated Financial Statement Details HTML 36K
32: R18 Contingencies HTML 30K
33: R19 Related Party Transactions HTML 32K
34: R20 The Company and Summary of Significant Accounting HTML 89K
Policies (Policies)
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37: R23 Goodwill (Tables) HTML 28K
38: R24 Financial Instruments (Tables) HTML 56K
39: R25 Long-Term Debt, Net (Tables) HTML 117K
40: R26 Accumulated Other Comprehensive Loss (Tables) HTML 63K
41: R27 Earnings Per Share (Tables) HTML 115K
42: R28 Consolidated Financial Statement Details (Tables) HTML 52K
43: R29 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 24K
POLICIES - Narrative (Details)
44: R30 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 27K
POLICIES - Revenue Recognition (Details)
45: R31 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 37K
POLICIES - Schedule of Disaggregation of Revenue
(Details)
46: R32 THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING HTML 111K
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51: R37 FINANCIAL INSTRUMENTS - Assets and Liabilities HTML 46K
Measured at Fair Value on a Recurring Basis
(Details)
52: R38 FINANCIAL INSTRUMENTS - Carrying Value and Fair HTML 36K
Value of Financial Instruments (Details)
53: R39 LONG-TERM DEBT, NET - Summary (Details) HTML 63K
54: R40 LONG-TERM DEBT, NET - Narrative (Details) HTML 126K
55: R41 LONG-TERM DEBT, NET - Details of Exchangeable HTML 31K
Notes (Details)
56: R42 LONG-TERM DEBT, NET - If-Converted Value in Excess HTML 29K
of Principal (Details)
57: R43 LONG-TERM DEBT, NET - Components of Exchangeable HTML 40K
Notes (Details)
58: R44 LONG-TERM DEBT, NET - Schedule of Interest HTML 42K
Expense, Exchangeable Notes (Details)
59: R45 LONG-TERM DEBT, NET - Details of Exchangeable HTML 37K
Notes Hedges and Warrants (Details)
60: R46 ACCUMULATED OTHER COMPREHENSIVE LOSS - Summary HTML 55K
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61: R47 EARNINGS PER SHARE - Narrative (Details) HTML 23K
62: R48 EARNINGS PER SHARE - Summary (Details) HTML 130K
63: R49 CONSOLIDATED FINANCIAL STATEMENT DETAILS - Cash, HTML 35K
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64: R50 CONTINGENCIES - Narrative (Details) HTML 42K
65: R51 RELATED PARTY TRANSACTIONS - Narrative (Details) HTML 48K
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Reference is made to that certain Share Purchase Agreement, dated as of February 10, 2021 (the “Purchase Agreement”), by and among Mr. Sangil Ahn (“Mr. Ahn”), Altos Korea Opportunity Fund, L.P. (“Altos
Korea” and, together with Mr. Ahn, the “Sellers’ Representatives”), certain other selling shareholders of the Company (“Sellers”), Match Group, Inc., a corporation incorporated under the laws of the State of Delaware (“Match”), and a predecessor-in-interest to MG Korea Solutions, Co., Ltd., a joint stock company (chusik-hoesa) organized under the laws of the Republic of Korea and a subsidiary of Match (“Buyer” and, together with the Sellers’ Representatives, Sellers and Match, the “Parties”).
Capitalized terms
used but not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement. Unless the context requires otherwise, all references to any Sections, Schedules and Annexes are to the respective Sections, Schedules and Annexes in the Purchase Agreement.
The purpose of this Amendment and Supplement No. 1 to the Share Purchase Agreement (this “Amendment”) is to set forth certain acknowledgements and agreements among the Parties relating to the Purchase Agreement.
Each of the Sellers’ Representative (acting for itself and on behalf of all Sellers), Match and Buyer hereby acknowledges and agrees as follows:
1. Acknowledgements. Each
of the Parties acknowledges and agrees that:
(a)subject to satisfaction of all Conditions to the Closing on such date, the closing of the sale and purchase of the Sale Shares under the Purchase Agreement shall occur on June 17, 2021, Seoul Time;
(b)(i) on or around April 23, 2021, the competition authority in Spain determined not to assert jurisdiction over the Transaction, and (ii) the Non-Korean Merger Control Approval in respect of Spain has been irrevocably granted as of such date;
(c)the provisions relating to withholding on the Closing Date and the post-closing
true-up relating to the Capital Gains Tax as set forth in subsections (a) and (b) of Section 3 under Annex H-1 shall apply mutatis mutandis to Securities Transaction Tax; provided that (i) the notice of the Securities Transaction Tax to be withheld at Closing shall be delivered concurrently with the notice of the Capital Gains Tax to be withheld at Closing; (ii) the amount of the Securities Transaction Tax to be withheld at Closing shall be calculated based on the closing price of a Match common share on June 8, 2021, Eastern Time; and (iii) the true-up of the Securities Transaction Tax after the Closing shall be conducted concurrently with the true-up of the Capital Gains Tax after the Closing; and
(d)each
Seller that has not provided a valid and complete IRS Form W-9 or applicable IRS Form W-8 to Buyer as of the Closing (each, an “Applicable Seller”) shall provide such form to Buyer, no later than 30 days after the Closing Date, with respect to payments made to such Applicable Seller pursuant to the Purchase Agreement. The agreement of each Applicable Seller set forth in the immediately preceding sentence shall be several and not joint, and any breach of the immediately preceding sentence by any Applicable Seller shall not give rise to any liability of any other Seller hereunder or under the Purchase Agreement. Match will provide reasonable assistance to each Applicable Seller in complying with the requirements of the first sentence of this paragraph.
2. Continued Effect. The provisions of the
Purchase Agreement shall, except as amended and supplemented by this Amendment, continue in full force and effect in accordance with their terms.
3. Miscellaneous.
(a) Article X of the Purchase Agreement shall apply to this Amendment mutatis mutandis.
(b) This Amendment and all disputes arising out of or in connection with this Amendment shall be governed by, interpreted under, and construed and enforceable in accordance with, the laws of the State of New York in the United States of America, without giving effect to any choice or conflict of law provision, rule or principle that would result in the application of the Laws of
any jurisdiction other than the State of New York.
(c) The term “this Agreement” and “the Agreement” and any reference to the Purchase Agreement contained in the Purchase Agreement mean and are a reference to the Purchase Agreement, as amended and supplemented by this Amendment.
[Signature pages follow]
-2-
IN WITNESS WHEREOF, the Parties have executed or caused this Amendment
to be executed as of the date first written above.
