IACI » Topics » Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This excerpt taken from the IACI 8-K filed Aug 13, 2008.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Since January 2008, Doug Lebda has served as President and Chief Operating Officer of IAC, as well as Chairman and Chief Executive Officer of LendingTree, which consists of the businesses operating within IAC’s Lending and Real Estate reporting segments (“Tree.com”). Mr. Lebda’s employment agreement provides that he shall continue to serve as President and Chief Operating Officer of IAC on a transitional basis until the earlier of the spin-off of Tree.com by IAC or such date as is determined by IAC’s Chief Executive Officer. Given the recent effectiveness of Tree.com’s registration statement on Form S-1 and the related approval of the listing of Tree.com’s common stock on The Nasdaq Stock Market LLC, Mr. Lebda’s tenure as President and Chief Operating Officer on a transitional basis ceased on August 11, 2008.

Item 8.01 – Other Events.

     On August 11, 2008, IAC extended the expiration of its previously announced cash tender offer for any and all of its outstanding 7% Notes (the “Tender Offer”). IAC issued a press release announcing the extension, which appears in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

     As previously announced, on July 17, 2008, IAC and its subsidiary Interval Acquisition Corp. ("Interval") entered into a Notes Exchange and Consent Agreement (the "Notes Exchange Agreement") with certain institutional holders (the "Noteholders") of the 7% Notes unaffiliated with IAC that hold in excess of a majority in aggregate principal amount of the outstanding 7% Notes. Under the Notes Exchange Agreement, subject to the terms and conditions of the Notes Exchange Agreement, IAC agreed to exchange (the "Exchange") $300 million in aggregate principal amount of new 9.5% senior unsecured notes due 2016 (the "Interval Senior Notes") to be issued by Interval to IAC for a portion of the 7% Notes held by certain of the Noteholders (the


Exchanging Noteholders”). The Interval Senior Notes will be issued prior to the pending spinoff (the "Interval Spin-Off") from IAC of Interval Leisure Group, Inc., a wholly owned subsidiary of IAC that at the time of the Interval Spin-Off will be the parent of Interval, and will be exchanged with the Exchanging Noteholders immediately after the Interval Spin-Off. Additionally, in conjunction with the Exchange, IAC agreed in the Notes Exchange Agreement to amend the terms of the Tender Offer, as previously disclosed, so as to increase the price offered for any 7% Notes tendered for cash pursuant to the Tender Offer. The issuance and exchange of the Interval Senior Notes, together with the amended Tender Offer, are being made in connection with the Interval Spin-Off, and are intended to give rise to a succession event (with Interval as the sole successor to IAC) for credit derivatives purposes.

The following table illustrates the expected change, on a pro forma basis, in the amount of Total Obligations1 of IAC expected to be outstanding following the consummation of the Interval Spin-Off, the purchase of 7% Notes pursuant to the amended Tender Offer and the Exchange (collectively, the "Transactions") as compared to the amount of Total Obligations expected to be outstanding on the day preceding consummation of the Transactions. For purposes of the table, it is assumed that approximately $277.4 million principal amount of the 7% Notes will be exchanged for $300 million in principal amount of Interval Senior Notes and approximately $456.5 million principal amount of the 7% Notes will be tendered for cash into the amended Tender Offer (which amount includes 7% Notes tendered into the Tender Offer by Noteholders pursuant to the Notes Exchange Agreement).

   (in $ millions)    IAC Total Obli-    Principal    Principal    IAC Total Obli- 
    gations Before    Amount of IAC    Amount of IAC    gations Ex- 
    the Transac-    Total Obliga-    Total Obliga-    pected to be 
    tions²    tions Assumed    tions Assumed    Outstanding 
        to be Exchanged    to be Tendered    Immediately 
        for Interval    Pursuant to the    Following the 
        Senior Notes    Amended Ten-    Transactions 
            der Offer     





IAC 7% Senior    750.0    277.4    456.5    16.1 
Notes due 2013                 





Other:    80.0    0.0    0.0    80.0 





Total:    830.0    277.4    456.5    96.1 






NOTES:

1 For purposes hereof, the term "Total Obligations" means the outstanding principal amount of IAC's total obligations (excluding any obligations to IAC's subsidiaries) of a type, in the form of, or represented by or documented by (A) a bond, note, certificated debt security or other debt security or (B) term loan agreement, revolving loan agreement or other similar credit agreement. For the avoidance of doubt, the phrase "Total Obligations" does not include any obligations of any subsidiaries of IAC that are not guaranteed by IAC.

² Amounts reflect principal amount expected to be outstanding as of the day preceding consummation of the Transactions, based on the principal amount outstanding as of August 11, 2008.


This excerpt taken from the IACI 8-K filed Jan 11, 2008.

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

 

On January 7, 2008, Doug Lebda, President and Chief Operating Officer of IAC/InterActiveCorp (“IAC”), entered into a new Employment Agreement with IAC.  Pursuant to the agreement, Mr. Lebda was appointed as Chairman and Chief Executive Officer of IAC’s Financial Services and Real Estate businesses (referred to herein as “LendingTree”), and will continue serving as President and Chief Operating Officer of IAC for a transitional period.  The agreement will supersede his existing agreement and has a scheduled term through January 7, 2013.

 

Compensation.  During the term, Mr. Lebda will continue to receive an annual base salary of $750,000 and will be eligible to receive a discretionary annual bonus.

 

Contingent New Equity Compensation.  The agreement provides that at the time of the contemplated spin-off of the Company’s LendingTree businesses (the “LT Spin-Off”), Mr. Lebda will be granted the following LendingTree equity awards:

 

(i)             LendingTree restricted stock representing 2% of LendingTree’s outstanding fully diluted shares at the time of the LT Spin-Off.  The award will vest in 5 equal installments on each of the first five anniversaries of the effective date of the agreement.

 

(ii)          Four separate LendingTree non-qualified stock option awards, each entitling him to purchase shares of LendingTree representing 2-1/2% of LendingTree’s outstanding fully diluted shares at the time of the LT Spin-Off.  Each of the stock option awards will vest in full on the 5th anniversary of the effective date of the agreement and will have a ten year term.  The exercise prices for the stock options will be, in the aggregate, $6.25 million, $7.5 million, $10 million, and $11.25 million, respectively, subject to some adjustment in the event of an initial LendingTree equity value of over $250 million.

 

(iii)       Upon a Qualifying Termination (as defined below in the ‘Severance’ paragraph), the vesting of all of the LendingTree restricted stock and stock options would be accelerated, and these stock options would remain exercisable for 1 year from the termination date.

 

Treatment of Outstanding Equity Awards.  Mr. Lebda currently holds various IAC restricted stock unit awards that he has been granted in the ordinary course.  The agreement provides that the vesting of all of Mr. Lebda’s currently outstanding IAC equity awards (including those received under his prior agreement) will be accelerated and that, pursuant to his prior agreement, he will exchange 10.625 common units of LendingTree for 300,000 IAC shares (A) immediately prior to the LT Spin-Off, (B) if earlier, upon the spin-offs (or sales) of HSN, Interval and Ticketmaster, (C) upon a Qualifying Termination or (D) upon Mr. Lebda’s termination of employment in accordance with either of the provisions described below under ‘Sale of LendingTree’ or ‘Timing of LT Spin-Off’.

 

Sale of LendingTree.  The agreement provides that if IAC sells a controlling interest in, or substantially all of the assets of, LendingTree prior to the LT Spin-Off, Mr. Lebda may terminate his employment and, subject to Mr. Lebda’s execution and non-revocation of a release and compliance with the restrictive covenants described below,  upon the later of the closing of the sale or Mr. Lebda’s termination, IAC will pay to Mr. Lebda an amount equal to 1% of the consideration received by IAC in the sale transaction and any unvested IAC equity (as provided above under ‘Treatment of Outstanding Equity Awards’) will vest in full upon such termination of employment.

 

 

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Third Party Investor.  The agreement provides that if, prior to LT Spin-Off, a third party makes a minority investment in LendingTree, Mr. Lebda will have the right to co-invest for up to 5% of LendingTree (plus an additional 5% with the consent of the investor) on the same economic terms as the third party investor.

 

Timing of LT Spin-Off.  The agreement provides that if by March 31, 2009, IAC has not made appropriate LT Spin-Off related filings with the Securities and Exchange Commission, or otherwise determines not to proceed with the LT Spin-Off (which must include both the lending and real estate businesses), Mr. Lebda may terminate his employment and, subject to Mr. Lebda’s execution and non-revocation of a release and compliance with the restrictive covenants described below, IAC will continue to pay Mr. Lebda his salary for a six-month period following the termination of employment  and any unvested IAC equity (as provided above under ‘Treatment of Outstanding Equity Awards’) will vest in full upon such termination of employment.

 

Severance.  Upon a termination during the term of Mr. Lebda’s employment by IAC without “cause” (and other than by reason of his death or disability) or by Mr. Lebda for “good reason” (as such terms are defined in the agreement) (each, a “Qualifying Termination”), subject to Mr. Lebda’s execution and non-revocation of a release and compliance with the restrictive covenants described below, IAC will continue to pay Mr. Lebda his salary for the lesser of 3 years or the remainder of the term of the agreement, in addition to the equity acceleration discussed above.

 

Restrictive Covenants.  Pursuant to the agreement, Mr. Lebda is bound by a covenant not to compete with LendingTree and a covenant not to solicit the company’s employees or business partners during the term of his employment and for two years after termination of employment for any reason.  He is also bound by a covenant not to compete with the other IAC businesses which reported directly or indirectly to Mr. Lebda during his term as President and Chief Executive Officer for two years from the effective date of the agreement.  In addition, Mr. Lebda agreed not to use or disclose any confidential information of IAC or its affiliates.

 

Relocation.  The company will reimburse Mr. Lebda for relocation expenses not to exceed $400,000, and otherwise in accordance with the company’s policies.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

IAC/INTERACTIVECORP

 

 

 

 

 

By:

/s/ Gregory R. Blatt

 

 

Name:

Gregory R. Blatt

 

Title:

Executive Vice President and General Counsel

 

 

 

 

Date: January 11, 2008

 

 

 

 

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EXCERPTS ON THIS PAGE:

8-K
Aug 13, 2008
8-K
Jan 11, 2008

"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers." elsewhere:

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