Definitive Proxy Statement



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INDEX TO THE COMBINED FINANCIAL STATEMENTS OF THE HOMEADVISOR BUSINESS
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

Angie's List, Inc.

(Name of Registrant as Specified In Its Charter)

 

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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LOGO

ANGIE'S LIST, INC.
1030 East Washington Street
Indianapolis, IN 46202

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

        Dear Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of Angie's List, Inc., a Delaware corporation ("Angie's List"), which will be held on September 29, 2017, at 10:00 a.m., Eastern time, at The Alexander, 333 S. Delaware St., Indianapolis, Indiana 46204.

        As previously announced, on May 1, 2017, Angie's List and IAC/InterActiveCorp, a Delaware corporation ("IAC"), entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement") to combine IAC's HomeAdvisor business and Angie's List under a new publicly traded company to be called ANGI Homeservices Inc. In particular, the Merger Agreement provides for the acquisition of Angie's List by ANGI Homeservices by way of the merger of Casa Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of ANGI Homeservices, with and into Angie's List (the "Merger"), with Angie's List continuing as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices. At the special meeting, you will be asked to consider and vote upon a proposal to adopt the Merger Agreement. If the Merger is completed, you will be entitled to receive for each share of Angie's List common stock that you own, at your election pursuant to the procedures further described in the accompanying proxy statement/prospectus, (i) one share of ANGI Homeservices Inc. Class A common stock or (ii) $8.50 in cash, without interest. Elections to receive the cash consideration by Angie's List stockholders will be subject to the proration procedures set forth in the Merger Agreement, such that Angie's List stockholders will receive in the aggregate no more than $130 million in cash. Accordingly, depending on the elections made by the other stockholders of Angie's List, unless you elect to receive exclusively share consideration you may receive share consideration and cash consideration in a proportion different from what you request on your election form, as further described in the accompanying proxy statement/prospectus. Upon completion of the Merger, Class A shares of ANGI Homeservices Inc. are expected to be listed on NASDAQ under the current Angie's List ticker symbol, "ANGI." Following the Merger, Angie's List common stock will be delisted from NASDAQ, deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded.

        After careful consideration, the Angie's List board of directors unanimously approved the Merger Agreement and determined that the Merger and the other transactions contemplated by the Merger Agreement are advisable to and in the best interests of Angie's List stockholders. The Angie's List board of directors unanimously recommends that you vote " FOR " the adoption of the Merger Agreement.

        Your vote is important, regardless of the number of shares of Angie's List common stock you own. We cannot consummate the Merger unless the Merger Agreement is adopted by the affirmative vote of holders of a majority of the outstanding shares of Angie's List common stock entitled to vote at the special meeting. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your bank, brokerage firm or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

        The accompanying proxy statement/prospectus provides you with detailed information about the special meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex B to the accompanying proxy statement/prospectus. You are encouraged to read carefully the accompanying proxy statement/prospectus in its entirety including the section entitled "Risk Factors" beginning on page 33. You can also obtain information about Angie's List from documents that it has filed with the U.S. Securities and Exchange Commission. See the section of the accompanying proxy statement/prospectus entitled "Where You Can Find More Information."

        Thank you for your ongoing support and your consideration of this matter.

  Very truly yours,

 

/s/ SCOTT A. DURCHSLAG
Scott A. Durchslag

  President, Chief Executive Officer and Director

         Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Merger or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement/prospectus is dated August 30, 2017, and is first being mailed to Angie's List stockholders on or about August 30, 2017.


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LOGO

ANGIE'S LIST, INC.
1030 East Washington Street
Indianapolis, IN 46202

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 29, 2017

        To the Stockholders of Angie's List, Inc.:

        A special meeting of stockholders of Angie's List, Inc., a Delaware corporation ("Angie's List"), will be held on September 29, 2017, at 10:00 a.m., Eastern time, at The Alexander, 333 S. Delaware St., Indianapolis, Indiana 46204, for the following purposes:

            1.     to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as amended, the "Merger Agreement"), dated as of May 1, 2017, among Angie's List, IAC/InterActiveCorp, a Delaware corporation, ANGI Homeservices Inc. (f/k/a Halo TopCo, Inc.), a Delaware corporation and direct wholly owned subsidiary of IAC ("ANGI Homeservices"), and Casa Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of ANGI Homeservices;

            2.     to consider and cast an advisory (non-binding) vote upon a proposal to approve compensation payable to certain executive officers of Angie's List in connection with the Merger;

            3.     to consider and vote on a proposal to approve one or more adjournments or postponements of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement; and

            4.     to transact such other business as may properly come before the special meeting or any adjournment or postponement of the special meeting.

        The Angie's List board of directors has fixed the close of business on Friday, August 25, 2017 as the record date for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the special meeting. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement of that meeting. Each stockholder is entitled to one vote for each share of Angie's List common stock held as of the close of business on the record date.

         THE ANGIE'S LIST BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH PROPOSAL.

        The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex B, a copy of the Merger Agreement.

    By Order of the Board of Directors,

 

 

/S/ SCOTT A. DURCHSLAG
Scott A. Durchslag
President, Chief Executive Officer and Director

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YOUR VOTE IS VERY IMPORTANT

        Whether or not you are able to attend the special meeting in person, please submit your proxy via the internet (at www.investorvote.com/ANGI) or by telephone (1-800-652-VOTE (8683)), or complete, sign and date the enclosed proxy card and return it in the envelope provided as soon as possible. If you have internet access, we encourage you to record your vote via the internet. This action will not limit your right to vote in person at the special meeting. If you abstain from voting, it will have the same effect as a vote against the proposal to adopt the Merger Agreement and it will have no effect on the proposal to adjourn the special meeting. If you return a properly signed and dated proxy card but do not mark the box showing how you wish to vote, your shares will be voted " FOR " the proposal to adopt the Merger Agreement, " FOR " the proposal to approve on an advisory basis the compensation payable to certain executive officers of Angie's List in connection with the Merger and " FOR " the proposal to adjourn or postpone the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement, and in the discretion of the proxyholders on any other matter that may properly come before the special meeting at the discretion of the Angie's List board of directors.


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ADDITIONAL INFORMATION

        The accompanying proxy statement/prospectus incorporates important business and financial information about Angie's List from documents that are not included in or delivered with the accompanying proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain documents incorporated by reference into the accompanying proxy statement/prospectus (other than certain exhibits or schedules to these documents) by requesting them in writing or by telephone from Angie's List at the following address and telephone number:

Angie's List, Inc.
1030 East Washington Street
Indianapolis, IN 46202
Attention: Investor Relations
Telephone: (888) 888-5478

        In addition, if you have questions about the Merger, or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus or need to obtain proxy cards, Merger Consideration election cards or other information related to the proxy solicitation, please contact the proxy solicitor for Angie's List:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Shareholders may call toll-free: (888) 750-5834
Banks and Brokers may call collect: (212) 750-5833

         If you would like to request documents, please do so no later than five business days before the date of the Angie's List special meeting, which is scheduled to be held on September 29, 2017.

        For a more detailed description of the information incorporated by reference in the accompanying proxy statement/prospectus and how you may obtain it, see the section entitled "Where You Can Find More Information" of the accompanying proxy statement/prospectus.


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ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 (File No. 333-219064) filed with the U.S. Securities and Exchange Commission (the "SEC") by ANGI Homeservices Inc., a Delaware corporation ("ANGI Homeservices"), constitutes a prospectus of ANGI Homeservices under Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Class A common stock to be issued to stockholders of Angie's List, Inc. ("Angie's List") pursuant to the Merger Agreement, as further described herein. This proxy statement/prospectus also constitutes a proxy statement of Angie's List under Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). It also constitutes a notice of meeting with respect to the special meeting of Angie's List stockholders scheduled to be held on September 29, 2017.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with any other information regarding the transactions described herein. This proxy statement/prospectus is dated August 30, 2017, and you should assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate only as of such date. Neither the mailing of this proxy statement/prospectus to Angie's List stockholders, nor the issuance by ANGI Homeservices of Class A common stock in connection with the Merger, will create any implication to the contrary.

         This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which, or from any person to whom, it is unlawful to make any such offer or solicitation in such jurisdiction.

        Information contained in this proxy statement/prospectus regarding Angie's List has been provided by Angie's List; information contained in this proxy statement/prospectus regarding IAC and its affiliates, including the HomeAdvisor Business, has been provided by IAC and its affiliates.

        You should not construe the contents of this proxy statement/prospectus as legal, tax or financial advice. You should consult with your own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements, which are attached to this proxy statement/prospectus as annexes and/or filed as exhibits to the registration statement on Form S-4 of which this proxy statement/prospectus forms a part and incorporated by reference into this proxy statement/prospectus. All such exhibits are available on the Electronic Data Gathering Analysis and Retrieval System ("EDGAR") of the SEC website at www.sec.gov. See the section entitled "Where You Can Find More Information."



TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

    1  

QUESTIONS AND ANSWERS ABOUT THE ANGIE'S LIST SPECIAL MEETING

    7  

SUMMARY

    13  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    31  

RISK FACTORS

    33  

ANGIE'S LIST SPECIAL MEETING OF STOCKHOLDERS

    58  

INFORMATION ABOUT THE COMPANIES INVOLVED IN THE TRANSACTIONS

    64  

THE TRANSACTIONS

    66  

THE MERGER AGREEMENT

    124  

ANCILLARY AGREEMENTS

    149  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

    157  

SELECTED HISTORICAL COMBINED FINANCIAL INFORMATION OF THE HOMEADVISOR BUSINESS

    161  

SELECTED HISTORICAL CONSOLIDATED AND CONDENSED CONSOLIDATED FINANCIAL DATA OF ANGIE'S LIST

    164  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION ANGI HOMESERVICES INC.

    168  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION HOMEADVISOR BUSINESS AND MYHAMMER, MYBUILDER AND HOMESTARS

    181  

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF ANGI HOMESERVICES FOLLOWING THE MERGER

    186  

CORPORATE GOVERNANCE OF ANGI HOMESERVICES FOLLOWING THE MERGER

    190  

INFORMATION ABOUT THE HOMEADVISOR BUSINESS

    193  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE HOMEADVISOR BUSINESS

    199  

ANGI HOMESERVICES COMPENSATION DISCUSSION AND ANALYSIS

    225  

ANGI HOMESERVICES COMPENSATION PROGRAM FOLLOWING THE TRANSACTIONS

    232  

ANGI HOMESERVICES EXECUTIVE COMPENSATION

    237  

ANGI HOMESERVICES DIRECTOR COMPENSATION

    244  

DESCRIPTION OF ANGI HOMESERVICES CAPITAL STOCK

    245  

COMPARISON OF THE RIGHTS OF ANGIE'S LIST STOCKHOLDERS AND HOLDERS OF CLASS A SHARES OF ANGI HOMESERVICES

    252  

HISTORICAL MARKET PRICE AND DIVIDEND INFORMATION REGARDING ANGIE'S LIST COMMON STOCK

    273  

PRO FORMA SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ANGI HOMESERVICES

    275  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ANGIE'S LIST

    279  

PROPOSAL 1—THE MERGER PROPOSAL

    283  

PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION

    284  

PROPOSAL 3—ADJOURNMENT

    285  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    286  

LEGAL MATTERS

    287  

EXPERTS

    288  

FUTURE ANGIE'S LIST STOCKHOLDER PROPOSALS

    289  

HOUSEHOLDING OF PROXY MATERIALS

    290  

OTHER MATTERS

    291  

WHERE YOU CAN FIND MORE INFORMATION

    292  

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTIONS

         The following section provides brief answers to certain questions that you may have regarding the Merger Agreement, the proposed Merger and the other Transactions. You should carefully read this entire proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information about ANGI Homeservices and Angie's List is contained in the Annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled "Where You Can Find More Information."

Q:
Why am I receiving this document?

A:
You are receiving this proxy statement/prospectus because you were a stockholder of record of Angie's List, Inc. ("Angie's List") as of the close of business on August 25, 2017, which is the record date for the special meeting of Angie's List stockholders described in this proxy statement/prospectus.

    On May 1, 2017, Angie's List, IAC/InterActiveCorp ("IAC"), ANGI Homeservices Inc., a direct wholly owned subsidiary of IAC formerly known as Halo TopCo, Inc. ("ANGI Homeservices"), and Casa Merger Sub, Inc., a direct wholly owned subsidiary of ANGI Homeservices ("Merger Sub"), entered into an Agreement and Plan of Merger, which was subsequently amended by an Amendment No. 1 to the Agreement and Plan of Merger on August 26, 2017, and which is referred to in this proxy statement/prospectus as the "Merger Agreement." The Merger Agreement provides for the acquisition of Angie's List by ANGI Homeservices by way of the merger of Merger Sub with and into Angie's List (the "Merger"), with Angie's List continuing as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices.

    Angie's List is holding a special meeting of its stockholders, which is referred to herein as the "Angie's List special meeting," in order to obtain the adoption of the Merger Agreement by its stockholders. Your vote is very important—we will be unable to complete the Merger unless holders of a majority of the shares of Angie's List common stock outstanding as of the close of business on the record date for the special meeting vote in favor of the proposal to adopt the Merger Agreement at the Angie's List special meeting.

Q:
What will happen in the Merger and what consideration will I receive in exchange for my shares of Angie's List common stock?

A:
At the effective time of the Merger (the "Effective Time"), each share of Angie's List common stock outstanding immediately prior to the Effective Time (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive, at the holder's election (i) in the case of a share of Angie's List common stock with respect to which an election to receive a share of Class A common stock, par value $0.001 per share, of ANGI Homeservices (a "Class A share") has been properly made and not revoked or lost, one Class A share (the "Share Consideration") or (ii) in the case of a share of Angie's List common stock with respect to which an election to receive cash has been properly made and not revoked or lost, $8.50 in cash, without interest (the "Cash Consideration" which, together with the Share Consideration, is referred to in this proxy statement/prospectus as the "Merger Consideration"), but subject to the proration provisions described in this proxy statement/prospectus. For more information regarding the procedures for electing between the Share Consideration and the Cash Consideration, see the section entitled "The Merger Agreement—Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration."

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Q:
Am I guaranteed to receive the form of consideration I elect to receive in the Merger?

A:
If you properly elect to receive the Share Consideration, yes. If you properly elect to receive the Cash Consideration, you are not guaranteed to receive entirely Cash Consideration. Under the Merger Agreement, the aggregate Cash Consideration payable in the Merger is capped at $130 million. Depending on the elections made by other Angie's List stockholders, the aggregate Cash Consideration cap of $130 million may be exceeded in which case Angie's List stockholders who properly elected to receive Cash Consideration in the Merger will receive a portion of their Merger Consideration in respect of the Angie's List shares for which the Cash Consideration was properly elected in the form of the Share Consideration.

    If the aggregate number of shares of Angie's List common stock in respect of which Cash Consideration is properly elected is less than or equal to 15,294,118 shares (which is the quotient obtained by dividing the aggregate Cash Consideration cap of $130 million by $8.50, the per-share Cash Consideration amount), then (i) all shares of Angie's List common stock for which Cash Consideration was properly elected will be converted into the right to receive the Cash Consideration and (ii) all other shares of Angie's List common stock (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive the Share Consideration in the Merger, including any shares of Angie's List common stock for which no election is properly made.

    However, if the aggregate number of shares of Angie's List common stock in respect of which Cash Consideration is properly elected exceeds 15,294,118 shares, then (i) all shares of Angie's List common stock for which Share Consideration was validly elected will be converted into the right to receive the Share Consideration and (ii) the number of shares of Angie's List common stock of each stockholder of Angie's List who properly elected to receive Cash Consideration that will be converted into the right to receive the Cash Consideration will be equal to the product obtained by multiplying (1) the number of shares for which such Angie's List stockholder properly elected the Cash Consideration by (2) a fraction, the numerator of which is 15,294,118, and the denominator of which is the aggregate number of shares for which all Angie's List stockholders properly elected the Cash Consideration, rounded to the nearest whole share. All other shares of Angie's List common stock (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive the Share Consideration in the Merger, including any shares of Angie's List common stock for which no election is properly made.

    For more information, including an illustrative example of this proration procedure, see the section entitled "The Merger Agreement—Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration."

Q:
How do I elect the Cash Consideration or the Share Consideration?

A:
Angie's List will cause to be mailed or delivered an election form to each Angie's List stockholder as of the close of business on August 25, 2017, which is the record date for the Angie's List special meeting. Angie's List will mail the election forms at least 20 business days prior to the anticipated election deadline. The election forms are expected to be mailed on or around August 30, 2017. Angie's List will also make available election forms as may be reasonably requested by anyone who becomes an Angie's List stockholder after the record date for the Angie's List special meeting and prior to the election deadline. The deadline for returning the election forms will be 5:00 p.m., Eastern time on September 28, 2017, the day prior to the date of the Angie's List special meeting, unless another date is agreed in advance by Angie's List and IAC (in which case Angie's List will reasonably promptly announce the rescheduled election deadline). An election will have been properly made only if the exchange agent has received, by the election deadline, an election form

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    properly completed and signed and accompanied by (i) the Angie's List stock certificates, if any, to which such election form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Angie's List, and (ii) in the case of book-entry shares of Angie's List common stock, any additional documents specified in the procedures set forth in the election form. See the section entitled "The Merger Agreement—Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration."

Q:
What happens if I do not submit a properly completed election form and related materials or they are not received by the exchange agent before the election deadline?

A:
For any shares of Angie's List common stock with respect to which the exchange agent does not receive a properly completed and timely election form and any related materials, the holder of those shares will be deemed not to have made an election. Under the Merger Agreement, non-electing shares will be deemed to have elected to receive the Share Consideration, meaning each such share of Angie's List common stock will be converted into one Class A share of ANGI Homeservices in the Merger.

Q:
Can I change or revoke an election for the Share Consideration or the Cash Consideration after it has been submitted?

A:
Any Angie's List stockholder may, at any time prior to the election deadline, change or revoke such stockholder's election by written notice received by the exchange agent prior to the election deadline, accompanied by a properly completed and signed revised election form, or by withdrawal prior to the election deadline of such stockholder's Angie's List stock certificates or any documents in respect of book-entry shares of Angie's List previously deposited with the exchange agent. An election may not be revoked after the election deadline. A revocation of an election prior to the election deadline is required in connection with any transfer of shares of Angie's List common stock as to which an election has been properly made. As a result, following the election deadline until the Closing, Angie's List stockholders will not be able to transfer (including by sale) any shares of Angie's List common stock for which an election has been properly made. Any and all elections will be automatically deemed revoked upon receipt by the exchange agent of written notice from Angie's List or IAC that the Merger Agreement has been terminated in accordance with its terms.

Q:
What is the Contribution?

A:
Prior to the closing of the Merger (the "Closing"), IAC will contribute its HomeAdvisor Business (as defined herein), along with cash sufficient to fund the aggregate Cash Consideration, if any, to ANGI Homeservices in exchange for shares of Class B common stock, par value $0.001 per share, of ANGI Homeservices (the "Class B shares"). For further details regarding the Contribution, see the section entitled "Ancillary Agreements—Contribution Agreement."

Q:
What is the HomeAdvisor Business and what is IAC?

A:
The HomeAdvisor Business is the operator of the largest global home services marketplace, connecting homeowners with service professionals for home repair, maintenance and improvement projects. HomeAdvisor's marketplace provides the tools and resources to allow homeowners to find local prescreened service professionals and instantly book appointments online or through HomeAdvisor's award-winning mobile application. HomeAdvisor's marketplace also provides consumers with other home services-related resources, including access to average project costs using HomeAdvisor's True Cost Guide. In addition to its market-leading U.S. operations, the HomeAdvisor Business owns the leading home services online marketplaces in Canada

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    (HomeStars), Germany (MyHammer), France (Travaux.com) and the Netherlands (Werkspot), as well as operations in Italy (Instapro) and the United Kingdom (MyBuilder). The HomeAdvisor Business also operates Felix, a pay-per-call advertising service, and mHelpDesk, a provider of cloud-based field service software for small to mid-size businesses.

    As of June 30, 2017, the HomeAdvisor Business's network of service professionals in the United States consisted of approximately 164,000 paying professionals providing services in more than 500 categories ranging from simple home repairs to larger home remodeling projects in more than 400 discrete geographies. The HomeAdvisor Business generated approximately 15.7 million service requests from homeowners in the United States during the twelve months ended June 30, 2017.

    For more information about the HomeAdvisor Business, see the sections entitled "Information About the HomeAdvisor Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the HomeAdvisor Business."

    IAC (NASDAQ:IAC) is a leading media and internet company comprised of widely known consumer brands such as HomeAdvisor, Vimeo, Dictionary.com, The Daily Beast, Investopedia and Match Group's online dating portfolio, which includes Match, Tinder, PlentyOfFish and OkCupid. IAC is headquartered in New York City and has offices worldwide.

Q:
What percentage of the combined company will holders of Angie's List common stock own following the completion of the Merger? What percentage will IAC own?

A:
Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor, Inc. ("HomeAdvisor (US)") to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock. For further details regarding the calculation of the number of Class B shares of ANGI Homeservices to be issued to IAC prior to the Closing, see the section entitled "The Merger Agreement—Determination of the Number of Class B Shares of ANGI Homeservices to Be Issued to IAC."

    There is no requirement for any Angie's List stockholder to receive Cash Consideration in the Merger. If no Angie's List stockholder elects to receive the Cash Consideration, 100% of the consideration paid in the Merger will be in the form of Class A shares of ANGI Homeservices (other than cash in lieu of fractional shares, if applicable).

Q:
What will the corporate governance and management of ANGI Homeservices look like following the completion of the Merger?

A:
Following the completion of the Merger, IAC will continue to control a majority of the voting power of the outstanding common stock of ANGI Homeservices. As a result, ANGI Homeservices will be a "controlled company" under the applicable rules of the NASDAQ Stock Market ("NASDAQ"). As a controlled company, ANGI Homeservices will be exempt from the obligation to comply with certain corporate governance requirements under applicable NASDAQ Rules and

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    plans to take advantage of some or all of those exemptions, as further described in the section entitled "Corporate Governance of ANGI Homeservices Following the Merger."

    The Merger Agreement provides that the initial board of directors of ANGI Homeservices will consist of ten directors, with six directors designated by IAC, two directors designated by IAC who qualify as "independent" pursuant to NASDAQ Rules and the Exchange Act, and two directors selected by Angie's List from the Angie's List board of directors. The directors selected by Angie's List will be Angela R. Hicks Bowman and Thomas R. Evans, if they continue to be able and willing to serve. The Merger Agreement further provides that the chairman of the board of directors of ANGI Homeservices will be Joseph Levin, the current Chief Executive Officer of IAC, and that the Chief Executive Officer of ANGI Homeservices will be Chris Terrill, the current Chief Executive Officer of HomeAdvisor (US). For additional information regarding the expected directors and officers of ANGI Homeservices, see the section entitled "Board of Directors and Executive Officers of ANGI Homeservices Following the Merger."

Q:
When is the Merger expected to be completed?

A:
IAC and Angie's List expect the Closing to occur in the late third quarter or early fourth quarter of 2017, subject to the adoption of the Merger Agreement by Angie's List stockholders and the satisfaction or waiver of the other conditions to the Merger. However, no assurance can be provided as to when or if the Transactions will be completed.

Q:
What are the conditions to the completion of the Merger?

A:
The completion of the Merger is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement. These conditions include, among others, the adoption of the Merger Agreement by Angie's List stockholders at the special meeting. For more information, see the section entitled "The Merger Agreement—Conditions to the Closing of the Merger." Neither IAC nor Angie's List can be certain when or if the conditions to the Merger described above will be satisfied (or waived), or that the Merger will be completed in a timely manner or at all.

Q:
What will happen if the Merger is not consummated?

A:
If the Merger and the other Transactions are not completed on a timely basis, or at all, the business, financial results and prospects of Angie's List, as well as the market price of Angie's List common stock, may be adversely affected and, without realizing any of the potential benefits of having completed the Transactions, Angie's List and its stockholders will be subject to a number of risks, including the following:

Angie's List will be required to pay IAC a termination fee of $20 million if the Merger Agreement is terminated in specified circumstances, as further described in the section entitled "The Merger Agreement—Effects of Termination of the Merger Agreement; Termination Fee and Expenses";

time and resources spent or committed by Angie's List's management to matters relating to the Merger and the other Transactions (including integration planning and expenses for professional services and other transaction costs, many of which are payable by Angie's List regardless of whether or not the Merger and the other Transactions are consummated) that could otherwise have been devoted to pursuing other beneficial opportunities for Angie's List will have been largely wasted;

negative publicity and a negative impression of Angie's List in the business community; and

if the Merger Agreement is terminated and the Angie's List board of directors seeks an alternative business combination, Angie's List stockholders cannot be certain that Angie's List

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      will be able to find a party willing to enter into a transaction agreement on terms equivalent to, or more attractive than, the terms that IAC has agreed to in the Merger and the other Transactions.

Q:
Will I be entitled to dissenters' rights or appraisal rights in the Merger?

A:
No. Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with such extraordinary transaction.

    Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the Delaware General Corporation Law (the "DGCL"). In the Merger, because Angie's List common stock is listed on NASDAQ, and because Angie's List stockholders are not required to accept in the Merger any consideration in exchange for their shares of Angie's List common stock other than Class A shares of ANGI Homeservices, which will be publicly listed on NASDAQ, and cash in lieu of fractional shares (if applicable), holders of Angie's List common stock will not be entitled to any appraisal rights in connection with the Merger with respect to their shares of Angie's List common stock. For a more detailed description of the relevant provisions of the DGCL, see the section entitled "The Transactions—No Appraisal Rights."

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QUESTIONS AND ANSWERS ABOUT THE ANGIE'S LIST SPECIAL MEETING

         The following section provides brief answers to certain questions that you may have regarding the Angie's List special meeting of stockholders to be held in connection with the Transactions. You should carefully read this entire proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information about ANGI Homeservices and Angie's List is contained in the Annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled "Where You Can Find More Information."

Q:
How does the Angie's List board recommend that I vote at the special meeting?

A:
The board of directors of Angie's List, which is sometimes referred to in this proxy statement/prospectus as the "Angie's List board," unanimously recommends that all Angie's List stockholders vote " FOR " the proposal to adopt the Merger Agreement, " FOR " the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger and " FOR " the proposal to approve the adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement. See the sections entitled "The Transactions—Joint Reasons of Angie's List and IAC for the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors."

Q:
Who can vote at the special meeting?

A:
Only holders of record of Angie's List common stock as of the close of business on the record date of August 25, 2017, which is referred to in this proxy statement/prospectus as the "record date," are entitled to receive notice of, and to vote at, the special meeting. Each outstanding share of Angie's List common stock held as of the close of business on the record date entitles its holder to cast one vote on each proposal to be voted on at the special meeting.

Q:
When and where is the special meeting?

A:
The special meeting will be held on September 29, at 10:00 a.m. Eastern time, at The Alexander, 333 S. Delaware St., Indianapolis, Indiana 46204. Angie's List stockholders as of the close of business on the record date, or their duly appointed proxies, may attend the special meeting. If you hold shares of Angie's List common stock in your name as a stockholder of record and you wish to attend the special meeting, you must present evidence of your stock ownership, such as your most recent account statement, at the special meeting. You should also bring valid picture identification. If your shares of Angie's List common stock are held in "street name" in a stock brokerage account or otherwise by a bank, brokerage firm or other nominee and you wish to attend the special meeting, you need to bring a copy of a bank or brokerage statement to the special meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification. Please note that if your shares of Angie's List common stock are held by a bank, brokerage firm or other nominee and you plan to attend the special meeting in person and would like to vote at the special meeting, you will need to bring a legal proxy from your bank, brokerage firm or other nominee as further described in this proxy statement/prospectus. For additional information about the special meeting, see the section entitled "Angie's List Special Meeting of Stockholders."

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Q:
What am I being asked to vote on at the special meeting?

A:
You are being asked to consider and vote upon (i) a proposal to adopt the Merger Agreement, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger and (iii) a proposal to approve the adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement.

Q:
Why am I being asked to consider and vote on a proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger?

A:
Under SEC rules, Angie's List is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the Merger.

Q:
What will happen if Angie's List stockholders do not approve this Merger-related compensation?

A:
Approval by Angie's List stockholders of the compensation that may be paid or become payable to Angie's List's named executive officers that is based on, or otherwise relates to, the Merger is not a condition to completion of the Merger. The vote is an advisory vote and will not be binding on Angie's List, the surviving corporation in the Merger, ANGI Homeservices or any other party. If the Merger is completed, the Merger-related compensation may be paid to Angie's List's named executive officers to the extent payable in accordance with the terms of their compensation agreements and arrangements, even if Angie's List stockholders do not approve, by advisory (non-binding) vote, the Merger-related compensation.

Q:
What is the vote required to approve each proposal at the Angie's List special meeting?

A:
Adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of Angie's List common stock outstanding and entitled to vote on this proposal. Accordingly, your failure to submit a proxy card or to vote in person at the special meeting, your abstention from voting or your failure to give voting instructions to your bank, brokerage firm or other nominee if you hold your shares in "street name" through a bank, brokerage firm or other nominee, will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement.

    Approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Angie's List in connection with the Merger requires the affirmative vote of holders of a majority of the shares of Angie's List common stock present, in person or represented by proxy, at the special meeting and entitled to vote on this proposal. If your shares are not in attendance at the special meeting, they will have no effect on the outcome of this proposal; however, if a quorum is present and you submit a proxy or vote in person at the special meeting and indicate "ABSTAIN," your abstention will have the same effect as a vote "AGAINST" this proposal.

    Approval of the adjournment or postponement of the special meeting if it is necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement, requires the affirmative vote of holders of a majority of the shares of Angie's List common stock present, in person or represented by proxy, at the special meeting and entitled to vote on this proposal. If your shares are not in attendance at the special meeting, they will have no effect on the outcome of any vote to adjourn or postpone the special meeting; however, if a

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    quorum is present and you submit a proxy or vote in person at the special meeting and indicate "ABSTAIN," your abstention will have the same effect as a vote "AGAINST" this proposal.

    See the sections entitled, "Angie's List Special Meeting of Stockholders—Record Date; Stockholders Entitled to Vote," "—Quorum; Abstentions and Broker Non-Votes" and "—Required Vote."

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
If your shares of Angie's List common stock are registered directly in your name with the transfer agent of Angie's List, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote or to grant a proxy for your vote directly to Angie's List or to a third party to vote at the special meeting.

    If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name," and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting; however, you may not vote these shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:
If my shares of Angie's List common stock are held in "street name" by my bank, brokerage firm or other nominee, will my bank, brokerage firm or other nominee automatically vote those shares for me?

A:
Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Angie's List common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Angie's List common stock. Under the rules that govern brokers who have record ownership of shares that are held in "street name" for their clients, the beneficial owners of the shares, brokers have discretion to vote these shares on routine matters but not on non-routine matters. The proposals to be voted on at the special meeting are not considered routine matters. Accordingly, brokers will not have discretionary voting authority to vote on the matters at the special meeting and, without instruction from the beneficial owner of the shares of Angie's List common stock held by that broker, will not be permitted to vote on the proposal to adopt the Merger Agreement, the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger or the proposal to adjourn or postpone the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement. Accordingly, shares of Angie's List common stock beneficially owned that have been designated on proxy cards by the broker (or bank or other nominee) as not voted on the proposal to adopt the Merger Agreement, which are referred to in this proxy statement/prospectus as "broker non-votes," will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement and to the extent a broker (or bank or other nominee) has caused your shares to be represented at the special meeting, the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger. Broker non-votes will have no effect on the proposal to approve one or more adjournments or postponements of the special meeting.

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Q:
How many votes do I have?

A:
Each outstanding share of Angie's List common stock held as of the close of business on the record date entitles its holder to cast one vote on each proposal to be voted on at the special meeting. As of the close of business on the record date, there were 61,292,181 shares of Angie's List common stock outstanding and entitled to vote at the special meeting.

Q:
What constitutes a quorum for the special meeting?

A:
The presence, in person or represented by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the special meeting will constitute a quorum at the meeting. Abstentions and broker non-votes are counted as present and entitled to vote for purposes of determining a quorum.

Q:
How do I vote?

A:
Stockholder of Record .    If you are a stockholder of record, you may vote using any of the following methods:

by telephone or on the internet, by calling the toll-free telephone number or visiting the website specified on the enclosed proxy card. Please have your proxy card handy to verify your identity using the control number provided on your proxy card. When voting over the telephone or online you can confirm that your instructions have been properly recorded. Please be aware that if you vote by telephone or over the internet, you may incur costs such as telephone and internet access charges for which you will be responsible;

by completing, signing, dating and returning the enclosed proxy card or voting instruction card in the accompanying prepaid reply envelope; or

by attending the special meeting in person and casting your vote there. You may also be represented by another person at the special meeting if you execute a proper proxy designating that person.

    Beneficial Owner.     If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting you must obtain a legal proxy from your bank, brokerage firm or other nominee and present it to the inspectors of election with your ballot.

Q:
How can I change or revoke my vote?

A:
You have the right to revoke a proxy, whether delivered by telephone, over the internet or by mail, at any time before it is voted at the special meeting, by voting again at a later date through any of the methods available to you, by attending the special meeting and voting in person, or by giving written notice of revocation to Angie's List prior to the time the special meeting begins. Written notice of revocation should be mailed to: Angie's List, Inc., Attention: Corporate Secretary, 1030 East Washington Street, Indianapolis, Indiana 46202. If your shares are held in "street name," you must contact your bank, brokerage firm or other nominee to revoke and vote your proxy. If you have questions about how to vote or revoke your proxy, you should contact Angie's List's proxy solicitor, Innisfree M&A Incorporated, toll-free at (888) 750-5834 or collect at (212) 750-5833.

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Q:
If I give a proxy, how are my shares of Angie's List common stock voted?

A:
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Angie's List common stock in the way that you indicate. When completing the telephone or internet processes or the proxy card, you may specify whether your shares of Angie's List common stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.

    If you are an Angie's List stockholder of record and you sign, date and return your proxy card but do not indicate how you want to vote or do not indicate that you wish to abstain, your shares will be voted (i) " FOR " the proposal to adopt the Merger Agreement, (ii) " FOR " the proposal to approve compensation payable to certain executive officers of Angie's List in connection with the Merger, (iii) " FOR " the proposal to adjourn or postpone the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement and (iv) in the discretion of the proxyholders on any other matter that may properly come before the special meeting at the discretion of the Angie's List board of directors.

Q:
What should I do if I receive more than one set of voting materials?

A:
If you hold shares of Angie's List common stock in "street name" and also directly as a record holder or otherwise or if you hold shares of Angie's List common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the special meeting. Please complete, sign, date and return each proxy card (or cast your vote by telephone or internet as provided on your proxy card) or otherwise follow the voting instructions provided in this proxy statement/prospectus in order to ensure that all of your shares of Angie's List common stock are voted. If you hold your shares in "street name" through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares.

Q:
What happens if I sell my shares of Angie's List common stock before the special meeting?

A:
The record date is earlier than both the date of the special meeting and the Effective Time of the Merger. If you transfer your shares of Angie's List common stock after the record date but before the special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the special meeting but will transfer the right to receive the Share Consideration or Cash Consideration, as applicable, to the person to whom you transfer your shares. In order to receive the Share Consideration or Cash Consideration, as applicable, you must hold your shares through the Effective Time of the Merger.

Q:
Who will solicit and pay the cost of soliciting proxies?

A:
Angie's List is soliciting proxies for the special meeting from Angie's List stockholders. Angie's List has also retained Innisfree M&A Incorporated to solicit proxies for the special meeting from Angie's List stockholders for a fee of approximately $20,000, plus reasonable out-of-pocket expenses. Angie's List will bear the entire cost of soliciting proxies from Angie's List stockholders, and Angie's List will pay all expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. In addition to this mailing, Angie's List's directors, officers and employees (who will not receive any additional compensation for such services) may solicit proxies. Solicitation of proxies may be undertaken through the mail, in person, by telephone, the internet or other means. Angie's List may also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses for forwarding proxy materials to the beneficial owners of Angie's List common stock and in obtaining voting instructions from such beneficial owners.

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Q:
What do I need to do now?

A:
Even if you plan to attend the special meeting in person, after carefully reading and considering the information contained in this proxy statement/prospectus, please vote promptly to ensure that your shares are represented at the special meeting. If you are a stockholder of record, you may vote using any of the following methods:

by telephone or on the internet, by calling the toll-free telephone number or visiting the website specified on the enclosed proxy card. Please have your proxy card handy to verify your identity using the control number provided on your proxy card. When voting over the telephone or online you can confirm that your instructions have been properly recorded. Please be aware that if you vote by telephone or over the internet, you may incur costs such as telephone and internet access charges for which you will be responsible;

by completing, signing, dating and returning the enclosed proxy card or voting instruction card in the accompanying prepaid reply envelope; or

by attending the special meeting in person and casting your vote there. You may also be represented by another person at the special meeting if you execute a proper proxy designating that person.

    If you decide to attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, must obtain a legal proxy from your bank, brokerage firm or other nominee and present it to the inspectors of election with your ballot.

Q:
Should I send in my stock certificates with my proxy?

A:
No, please do NOT return your stock certificate(s) with your proxy. You will be mailed a form of election and other customary transmittal materials within five business days of the mailing of this proxy statement/prospectus, under separate cover, describing how you may exchange your shares of Angie's List common stock for the Share Consideration or Cash Consideration, as applicable. If your shares of Angie's List common stock are held in "street name" through a bank, brokerage firm or other nominee, you will receive instructions from your bank, brokerage firm or other nominee as to how to effect the surrender of your "street name" shares of Angie's List common stock in exchange for the Share Consideration or Cash Consideration, as applicable, if and when the Merger is completed, as further described in this proxy statement/prospectus.

Q:
Who can help answer any other questions I have?

A:
If you need assistance in voting or completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, the proxy solicitor for Angie's List, by mail at 501 Madison Avenue, 20th Floor, New York, New York 10022 or by telephone at (888) 750-5834 (toll-free) or (212) 750-5833 (collect).

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SUMMARY

         This summary highlights selected information included in this proxy statement/prospectus. You should carefully read this entire proxy statement/prospectus, including its Annexes and the documents incorporated by reference into this proxy statement/prospectus, because the information in this section may not provide all of the information that might be important to you. Additional important information about ANGI Homeservices and Angie's List is contained in the Annexes to, and the documents incorporated by reference into, this proxy statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled "Where You Can Find More Information." Each topic in this summary includes a page reference directing you to a more complete description of that topic elsewhere in this proxy statement/prospectus.

Information About the Companies Involved in the Transactions (Page 64)

Angie's List, Inc.

    Angie's List, Inc.
    1030 East Washington Street
    Indianapolis, Indiana 46202
    Phone: (888) 888-5478

        Angie's List, Inc. (NASDAQ:ANGI) is a Delaware corporation. Angie's List operates a national local services consumer review service and marketplace with a mission of improving the local service experience for both members and service professionals. To that end, Angie's List helps facilitate transactions between more than five million members and its collection of service professionals in over 700 categories of service nationwide. Built on a foundation of more than ten million verified reviews of local services, Angie's List's unique tools, services and content across multiple platforms enable members to research, shop for and purchase local services for critical needs, as well as rate and review the providers of these services. Angie's List's ratings and reviews, which are now available to members free-of-charge following the introduction of a free membership tier during 2016, assist Angie's List's members in identifying and hiring a provider for their local service needs.

        Additional information about Angie's List and its subsidiaries is included in the documents incorporated by reference in this proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

ANGI Homeservices Inc. and the HomeAdvisor Business

    ANGI Homeservices Inc.
    14023 Denver West Parkway
    Building 64
    Golden, Colorado 80401
    Phone: (303) 963-7200

        ANGI Homeservices is a Delaware corporation that was formed on April 13, 2017 under the name Halo TopCo, Inc. and renamed ANGI Homeservices Inc. on May 4, 2017. ANGI Homeservices was formed in connection with the Transactions as a wholly owned subsidiary of IAC. Following the completion of the Transactions described in this proxy statement/prospectus, ANGI Homeservices will become the holding company of both the HomeAdvisor Business and Angie's List.

        The HomeAdvisor Business is the operator of the largest global home services marketplace, connecting homeowners with service professionals for home repair, maintenance and improvement projects. HomeAdvisor's marketplace provides the tools and resources to allow homeowners to find local prescreened service professionals and instantly book appointments online or through HomeAdvisor's award-winning mobile application. HomeAdvisor's marketplace also provides consumers

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with other home services-related resources, including access to average project costs using HomeAdvisor's True Cost Guide. In addition to its market-leading U.S. operations, the HomeAdvisor Business owns the leading home services online marketplaces in Canada (HomeStars), Germany (MyHammer), France (Travaux.com) and the Netherlands (Werkspot), as well as operations in Italy (Instapro) and the United Kingdom (MyBuilder). The HomeAdvisor Business also operates Felix, a pay-per-call advertising service, and mHelpDesk, a provider of cloud-based field service software for small to mid-size businesses.

        As of June 30, 2017, the HomeAdvisor Business's network of service professionals in the United States consisted of approximately 164,000 paying professionals providing services in more than 500 categories ranging from simple home repairs to larger home remodeling projects in more than 400 discrete geographies. The HomeAdvisor Business generated approximately 15.7 million service requests from homeowners in the United States during the twelve months ended June 30, 2017.

        For more information about the HomeAdvisor Business, see the sections entitled "Information About the HomeAdvisor Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the HomeAdvisor Business."

Merger Sub

    Casa Merger Sub, Inc.
    555 West 18th Street
    New York, New York 10011
    Phone: (212) 314-7300

        Casa Merger Sub, Inc., a wholly owned subsidiary of ANGI Homeservices, is a Delaware corporation that was formed on April 13, 2017 for the purpose of effecting the Merger. In the Merger, Merger Sub will be merged with and into Angie's List, with Angie's List continuing as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices.

IAC/InterActiveCorp

    IAC/InterActiveCorp
    555 West 18th Street
    New York, New York 10011
    Phone: (212) 314-7300

        IAC (NASDAQ:IAC) is a Delaware corporation. IAC is a leading media and internet company comprised of widely known consumer brands such as HomeAdvisor, Vimeo, Dictionary.com, The Daily Beast, Investopedia, and Match Group's online dating portfolio, which includes Match, Tinder, PlentyOfFish and OkCupid. IAC is headquartered in New York City and has offices worldwide.

        Immediately following the completion of the Transactions described in this proxy statement/prospectus, IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock, depending on the number of Angie's List stockholders that elect to receive Cash Consideration.

        Additional information about IAC, including with respect to its corporate governance and the ownership of its common stock, is available in IAC's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2016 and its proxy statement on Schedule 14A, dated May 10, 2017. See the section entitled "Where You Can Find More Information."

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The Contribution, the IAC Share Issuance and the Merger (Page 66)

        The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement and the Contribution Agreement, prior to the Closing, IAC will contribute its HomeAdvisor Business, along with cash sufficient to fund the aggregate Cash Consideration, if any, to ANGI Homeservices in exchange for Class B shares of ANGI Homeservices. This contribution by IAC is referred to in this proxy statement/prospectus as the "Contribution" and the issuance by ANGI Homeservices of Class B shares to IAC in connection with the Contribution is referred to as the "IAC Share Issuance." For further details regarding the Contribution, see the section entitled "Ancillary Agreements—Contribution Agreement," and for further details regarding the IAC Share Issuance, see the section entitled "The Merger Agreement—Determination of the Number of Class B Shares of ANGI Homeservices to Be Issued to IAC." At the Effective Time, Merger Sub will merge with and into Angie's List, the separate corporate existence of Merger Sub will cease, and Angie's List will continue as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices. This merger is referred to in this proxy statement/prospectus as the "Merger." For further details regarding the terms and conditions of the Merger Agreement and the effects of the Merger, see the section entitled "The Merger Agreement."

        The Merger, the Contribution, the IAC Share Issuance, and the other transactions contemplated by the Merger Agreement and the Ancillary Agreements (as described in the section entitled "The Ancillary Agreements") are referred to collectively in this proxy statement/prospectus as the "Transactions."

        Following the Merger, (i) Angie's List common stock will be delisted from NASDAQ, deregistered under the Exchange Act and cease to be publicly traded and (ii) the Class A shares of the combined company, ANGI Homeservices, are expected to trade on NASDAQ under the current Angie's List ticker symbol, "ANGI."

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Structure of the Transactions (Page 67)

        Set forth below are diagrams that graphically illustrate, in simplified form, (1) the existing corporate structure of IAC, the HomeAdvisor Business and Angie's List as of the date of this proxy statement/prospectus, (2) the structure of the Contribution and the IAC Share Issuance, following which the HomeAdvisor Business will be owned by ANGI Homeservices, (3) the structure of the Merger, and the issuance of Class A shares of ANGI Homeservices to holders of Angie's List common stock who properly elect or are deemed to elect to receive the Share Consideration in the Merger, and (4) the corporate structure of IAC and ANGI Homeservices (which at that time will own the HomeAdvisor Business and Angie's List) immediately following the completion of the Transactions.

GRAPHIC

        Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and

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IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock.

The Share Consideration and the Cash Consideration (Page 124)

        At the effective time of the Merger (the "Effective Time"), each share of Angie's List common stock outstanding immediately prior to the Effective Time (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive, at the holder's election (i) in the case of a share of Angie's List common stock with respect to which an election to receive a Class A share of ANGI Homeservices has been properly made and not revoked or lost, one Class A share (the "Share Consideration") or (ii) in the case of a share of Angie's List common stock with respect to which an election to receive cash has been properly made and not revoked or lost, $8.50 in cash, without interest (the "Cash Consideration" which, together with the Share Consideration, is referred to in this proxy statement/prospectus as the "Merger Consideration"), but subject to the consideration election procedures and Cash Consideration proration provisions described in the section entitled "The Merger Agreement—Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration."

        There is no requirement for any Angie's List stockholder to receive Cash Consideration in the Merger. If no Angie's List stockholder elects to receive the Cash Consideration, 100% of the consideration paid in the Merger will be in the form of Class A shares of ANGI Homeservices (other than cash in lieu of fractional shares, if applicable).

Treatment of Angie's List Equity Awards in the Merger (Page 125)

        Options.     Each option to purchase shares of Angie's List common stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into an option to purchase (i) that number of Class A shares of ANGI Homeservices equal to the total number of shares of Angie's List common stock subject to such Angie's List option immediately prior to the Effective Time, (ii) at a per-share exercise price equal to the exercise price per share of Angie's List common stock at which such Angie's List option was exercisable immediately prior to the Effective Time. Each ANGI Homeservices option will otherwise be subject to the same terms and conditions (including vesting) as applied to the corresponding Angie's List option immediately prior to the Effective Time.

        Restricted Stock Unit Awards.     Each award of restricted stock units that corresponds to shares of Angie's List common stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into an ANGI Homeservices restricted stock unit award with respect to a number of Class A shares equal to the number of shares of Angie's List common stock subject to such restricted stock unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance goals at the target performance level with respect to Angie's List performance-based restricted stock unit awards granted in June 2016). Each ANGI Homeservices restricted stock unit award will otherwise be subject to the same terms and conditions (including vesting) as applied to the corresponding Angie's List restricted stock unit award immediately prior to the Effective Time, except that ANGI Homeservices restricted stock unit awards corresponding to performance-based Angie's List restricted stock unit awards granted in June 2016 will vest solely on the basis of service following the Effective Time.

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Joint Reasons of Angie's List and IAC for the Transactions (Page 84)

        IAC and Angie's List (which, for purposes of this section, are sometimes referred to as "we" and "our") believe that the combination of the HomeAdvisor Business and Angie's List pursuant to the Transactions will enhance stockholder value by, among other things, enabling the combined company, ANGI Homeservices, to capitalize on the market opportunity presented by the following dynamics of the home services market:

    Large and growing addressable market:   The U.S. home services market is large and growing, with an estimated total value in excess of $400 billion in 2017, and an expected compound annual growth rate of approximately 6% over the next five years, according to Cowen and Company. As the operator of the largest global home services marketplace, we believe ANGI Homeservices will be well positioned to capitalize on this growing market.

    Fragmented two-sided marketplace:   The home services market is also highly fragmented on both the consumer and service professional sides of the marketplace. We believe this substantial fragmentation means that both consumers and service professionals experience significant friction when trying to transact, which creates an opportunity for a technology-driven marketplace to provide a superior solution. We believe a solutions provider such as ANGI Homeservices can provide enduring value to its service professional customers and to homeowners by reducing friction, increasing total transaction volume, enabling more satisfying experiences and delivering improved returns (whether measured by time spent searching or dollars spent marketing) to marketplace participants.

    Accelerating online migration:   The home services market is one of the largest remaining marketplaces where digital penetration remains low. We expect the migration to online marketplaces for finding and booking home services to accelerate in the future due to many factors.

        We believe that the combined company will be better positioned than either Angie's List or the HomeAdvisor Business would be on a standalone basis to capitalize on these dynamics of the home services market due to the substantial strategic and financial benefits that we believe will result from the Transactions. We believe these benefits include:

    Network effects of the combination:   We believe that combining Angie's List, which has the industry's leading brand (according to a brand measurement study conducted by the HomeAdvisor Business) and significant recurring organic traffic (with an estimated 13.0 million monthly unique visitors to its platform (on average, for the twelve months ended June 30, 2017, measured by daily unique visitors, according to web analytics company Omniture)), with the HomeAdvisor Business, which we believe has the nation's largest online network of service professionals (with approximately 164,000 paying professionals in its network as of June 30, 2017), will create a more comprehensive, liquid and efficient marketplace.

    Diversifying the monetization model:   We believe that ANGI Homeservices will have best-in-class monetization capabilities, spanning a variety of monetization methods, and offering choice to service professionals and consumers alike.

    Enhancing innovation:   We expect that, by combining the resources of the HomeAdvisor Business and Angie's List, ANGI Homeservices will be able to accelerate the product innovation that is fundamental to removing friction in order to drive home services customers and service professionals online. We believe that the increased reach, scale and resources of ANGI Homeservices will facilitate continued product innovation in the rapidly growing digital home services market, leading to the potential for long-term revenue and earnings growth, as well as improved consumer satisfaction.

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    Improving customer and service professional acquisition efficiency:   We believe the combined company will use shared best practices and data to deliver market-leading customer acquisition efficiency.

    Achieving substantial synergies:   We believe that the Transactions will create significant synergies across the combined company in three major categories: (i) cost savings that result from the streamlining of duplicative resources or the refocusing of such otherwise duplicative resources toward growth initiatives; (ii) enhanced monetization of the Angie's List consumer traffic by application of the HomeAdvisor business model; and (iii) efficiencies and conversion improvements resulting from the increased scale of the combined company, including in the areas of sales, marketing and technology.

    Blending compatible cultures and service philosophies:   ANGI Homeservices will have a highly experienced management team assembled from both companies, and a board of directors comprised of representatives of both IAC and the current board of directors of Angie's List. We believe that the industry expertise of management, coupled with the continuity in management oversight in the combined company's board, will provide a deep understanding of the best practices of both companies that will facilitate successful integration of the HomeAdvisor Business and Angie's List.

Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors (Page 87)

        The Angie's List board of directors believes that the businesses of Angie's List and the HomeAdvisor Business are complementary and that a combination of Angie's List with the HomeAdvisor Business presents a compelling strategic opportunity to enhance value for Angie's List stockholders. In evaluating the Transactions, the Angie's List board of directors consulted with Angie's List's management and legal and financial advisors.

        In reaching its decision to approve the Merger Agreement and recommend the adoption of the Merger Agreement to Angie's List's stockholders, the Angie's List board of directors considered a number of factors and a number of potential risks, including, among others, the fact that there is no trading history for ANGI Homeservices equity securities or any equity securities of any of the HomeAdvisor Entities, and that therefore there would be substantial uncertainty regarding the prices at which the Class A shares to be received by Angie's List stockholders who receive the Share Consideration in the Merger may trade following the Merger. Certain of the additional factors and potential risks the Angie's List board of directors considered are discussed in more detail under "The Transactions—Joint Reasons of Angie's List and IAC for the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors."

Opinions of Angie's List's Financial Advisors (Page 90)

Opinion of Allen & Company LLC

        Angie's List has engaged Allen & Company LLC ("Allen & Company") as a financial advisor in connection with the Merger. In connection with the Merger, Allen & Company delivered a written opinion, dated May 1, 2017, to the Angie's List board of directors as to the fairness, from a financial point of view and as of the date of the opinion, of the Merger Consideration to be received by holders of Angie's List common stock pursuant to the Merger Agreement. The full text of Allen & Company's written opinion, dated May 1, 2017, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached as Annex E. The description of Allen & Company's opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Allen & Company's opinion. Allen & Company's opinion was intended for the benefit and use of the Angie's List board of directors (in its capacity as such) in

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connection with its evaluation of the Merger Consideration from a financial point of view and did not address any related transactions or any other terms, aspects or implications of the Merger. Allen & Company's opinion did not constitute a recommendation as to the course of action that Angie's List (or the Angie's List board of directors) should pursue in connection with the Merger or related transactions or otherwise address the merits of the underlying decision by Angie's List to engage in the Merger or related transactions, including in comparison to other strategies or transactions that might be available to Angie's List or which Angie's List might engage in or consider. Allen & Company's opinion does not constitute advice or a recommendation to any stockholder as to any election made by such stockholder or how such stockholder should vote or act on any matter relating to the Merger, any related transactions or otherwise.

Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated

        Angie's List also has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated ("BofA Merrill Lynch") as a financial advisor in connection with the Merger. In connection with the Merger, BofA Merrill Lynch delivered a written opinion, dated May 1, 2017, to the Angie's List board of directors as to the fairness, from a financial point of view and as of such date, to the holders of Angie's List common stock of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. The full text of BofA Merrill Lynch's written opinion, dated May 1, 2017, is attached as Annex F and sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. BofA Merrill Lynch delivered its opinion to the Angie's List board of directors for the benefit and use of the Angie's List board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Merrill Lynch's opinion did not address any related transactions or any other terms, aspects or implications of the Merger and no opinion or view was expressed as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to Angie's List or in which Angie's List might engage or as to the underlying business decision of Angie's List to proceed with or effect the Merger or related transactions. BofA Merrill Lynch also expressed no opinion or recommendation as to any election made by a stockholder or how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

Corporate Governance, Board of Directors and Management of ANGI Homeservices Following the Merger (Page 190)

        Following the completion of the Merger, IAC will continue to control a majority of the voting power of the outstanding common stock of ANGI Homeservices. As a result, ANGI Homeservices will be a "controlled company" under the applicable rules of NASDAQ. As a controlled company, ANGI Homeservices will be exempt from the obligation to comply with certain corporate governance requirements under applicable NASDAQ Rules and plans to take advantage of some or all of those exemptions, as further described in the section entitled "Corporate Governance of ANGI Homeservices Following the Merger."

        The Merger Agreement provides that the initial board of directors of ANGI Homeservices will consist of ten directors, with six directors designated by IAC, two directors designated by IAC who qualify as "independent" pursuant to NASDAQ Rules and the Exchange Act, and two directors selected by Angie's List from the Angie's List board of directors. The directors selected by Angie's List will be Angela R. Hicks Bowman and Thomas R. Evans, if they continue to be able and willing to serve. The Merger Agreement further provides that the chairman of the board of directors of ANGI Homeservices will be Joseph Levin, the current Chief Executive Officer of IAC, and that the Chief Executive Officer of ANGI Homeservices will be Chris Terrill, the current Chief Executive Officer of

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HomeAdvisor (US). For additional information regarding the expected directors and officers of ANGI Homeservices, see the section entitled "Board of Directors and Executive Officers of ANGI Homeservices Following the Merger."

Regulatory Approvals Required for the Merger (Page 113)

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") and the rules promulgated thereunder, the Merger may not be completed until notifications have been given and information furnished to the Antitrust Division of the U.S. Department of Justice (the "DOJ") and the U.S. Federal Trade Commission (the "FTC") and all statutory waiting period requirements have been satisfied. Completion of the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act. Pursuant to the HSR Act, IAC filed its Notification and Report Form with the FTC and the DOJ on May 11, 2017. Angie's List filed its Notification and Report Form with the FTC and DOJ on May 15, 2017. On June 14, 2017, to give additional time to the DOJ to review the transaction during its initial review period and thus expedite the DOJ's overall review of the transaction, IAC withdrew its Notification and Report Form and re-filed it on June 15, 2017. The applicable waiting period under the HSR Act was terminated early by the FTC effective as of July 13, 2017.

Conditions to the Closing of the Merger (Page 144)

        The obligations of Angie's List, IAC, ANGI Homeservices and Merger Sub to effect the Merger are subject to the fulfillment of the following mutual conditions:

    the adoption of the Merger Agreement proposal by Angie's List stockholders;

    the absence of (i) any injunction or other order having been entered by any court or other governmental entity of competent jurisdiction that continues to be in effect and (ii) any law having been adopted or become effective, in each case, prohibiting the consummation of the Merger or any of the other Transactions, including the Contribution;

    any waiting period (and any extension thereof) under the HSR Act relating to the Transactions having terminated or expired (which condition was satisfied on July 13, 2017);

    (i) the registration statement on Form S-4 of which this proxy statement/prospectus forms a part having been declared effective by the SEC, (ii) no stop order suspending the effectiveness of such Form S-4 having been issued by the SEC and (iii) no proceedings for that purpose having been initiated or threatened by the SEC; and

    the Class A shares of ANGI Homeservices to be issued in the Merger having been approved for listing on NASDAQ, subject to official notice of issuance.

        The obligation of Angie's List to effect the Merger is also subject to the fulfillment (or waiver by Angie's List) of the following additional conditions, among others:

    the representations and warranties of IAC, ANGI Homeservices and Merger Sub set forth in the Merger Agreement must be true and correct, subject to specified materiality qualifications;

    IAC, ANGI Homeservices and Merger Sub must have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by them prior to the Effective Time;

    since May 1, 2017, there must not have been any event, change, effect, development or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect (as defined in the section entitled "The Merger Agreement—

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      Representations and Warranties; Material Adverse Effect") with respect to the HomeAdvisor Business;

    Angie's List must have received a written opinion from Sidley Austin LLP ("Sidley Austin") in connection with the Merger, as further described in the section entitled "The Merger Agreement—Conditions to the Closing of the Merger"; and

    the Contribution (including the IAC Share Issuance) must have been completed in accordance with the Contribution Agreement.

        The obligation of IAC, ANGI Homeservices and Merger Sub to effect the Merger is also subject to the fulfillment (or waiver by IAC) of the following additional conditions, among others:

    the representations and warranties of Angie's List set forth in the Merger Agreement must be true and correct, subject to specified materiality qualifications;

    Angie's List must have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Effective Time;

    since May 1, 2017, there must not have been any event, change, effect, development or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect (as defined in the section entitled "The Merger Agreement—Representations and Warranties; Material Adverse Effect") with respect to Angie's List; and

    IAC must have received a written opinion from Wachtell, Lipton, Rosen & Katz ("Wachtell Lipton") in connection with the Merger, as further described in the section entitled "The Merger Agreement—Conditions to the Closing of the Merger."

        Neither IAC nor Angie's List can be certain when or if the conditions to the Merger will be satisfied (or waived), or that the Merger will be completed in a timely manner or at all. For further details regarding the risks associated with the Merger, see the section entitled "Risk Factors," and for further details regarding the conditions to the Closing, see the section entitled "The Merger Agreement—Conditions to the Closing of the Merger."

Restrictions on Solicitation of Alternative Takeover Proposals by Angie's List (Page 136)

        Except as expressly permitted by the Merger Agreement, Angie's List has agreed that it will not, and will cause each of its affiliates and each of its and their respective officers, directors, employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives not to, among other things, (i) directly or indirectly, solicit, initiate or knowingly facilitate or knowingly encourage any inquiries regarding, or the making, submission or announcement by any person of any proposal or offer that constitutes, or would reasonably be expected to lead to, a "Company Takeover Proposal" (as defined in the section entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals") or (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding a Company Takeover Proposal, or furnish to any other person (other than IAC and its representatives) any information relating to Angie's List or any of its subsidiaries, or afford access to the business, properties, assets, books or records of Angie's List or any of its subsidiaries to any person (other than IAC and its representatives), in each case in connection with or for the purpose of encouraging or facilitating a Company Takeover Proposal (other than to refer the inquiring person to the non-solicitation provisions of the Merger Agreement).

        However, notwithstanding the restrictions described above, if at any time from and after May 1, 2017 and prior to the adoption of the Merger Agreement by Angie's List stockholders (but not after), (i) Angie's List receives a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from, directly or indirectly, a breach of the non-solicitation provisions of the Merger

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Agreement and (ii) the Angie's List board of directors determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a "Superior Proposal" (as defined in the section entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals") and, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, then Angie's List may, subject to specified procedures, furnish information with respect to Angie's List and its subsidiaries, and afford access to the business, properties, assets, employees, officers, contracts, books and records of Angie's List and its subsidiaries, to the person that made such Company Takeover Proposal and its representatives, and engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal and its representatives regarding such Company Takeover Proposal.

Change in the Angie's List Board Recommendation (Page 139)

        As further described in the sections entitled "The Transactions—Joint Reasons of Angie's List and IAC for the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors," and subject to the provisions described in the section entitled "The Merger Agreement—Change in the Angie's List Board Recommendation," the Angie's List board of directors recommends that Angie's List stockholders vote " FOR " the proposal to adopt the Merger Agreement, which recommendation is referred to in this section as the "Angie's List board recommendation."

        Under the terms of the Merger Agreement, Angie's List has agreed that its board of directors will not, among other things, fail to include the Angie's List board recommendation in this proxy statement/prospectus, change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to IAC, the Angie's List board recommendation, or fail to recommend against any Company Takeover Proposal or fail to reaffirm the Angie's List board recommendation within five business days after a request by IAC to do so, subject to certain exceptions and limitations.

        However, notwithstanding the restrictions on changes to the Angie's List board recommendation described above, at any time prior to the adoption of the Merger Agreement by Angie's List stockholders, the Angie's List board of directors may make an adverse recommendation change with respect to a Superior Proposal and/or cause Angie's List to terminate the Merger Agreement (which will require concurrent payment of the termination fee to IAC as described below) in order to enter into a definitive agreement providing for the consummation of the transaction contemplated by such Superior Proposal, in either case if, subject to certain restrictions, after receiving a bona fide, unsolicited written Company Takeover Proposal that did not result from, directly or indirectly, a breach of the non-solicitation provisions set forth in the Merger Agreement, the Angie's List board of directors has determined in good faith (i) after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes a Superior Proposal, and (ii) after consultation with its outside legal counsel, in light of such Company Takeover Proposal, that the failure to make such an adverse recommendation change or terminate the Merger Agreement would be reasonably likely to be inconsistent with the Angie's List board of directors' fiduciary duties under applicable law.

        Additionally, notwithstanding the restrictions on changes to the Angie's List board recommendation described above, the Angie's List board of directors may make an adverse recommendation change in response to an Intervening Event (as defined in the section entitled "The Merger Agreement—Change in the Angie's List Board Recommendation") if the Angie's List board of directors has determined in good faith, after consultation with its outside legal counsel, that its failure

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to make an adverse recommendation change would be inconsistent with its fiduciary duties under applicable law.

        Prior to making any adverse recommendation change or terminating the Merger Agreement as described above, Angie's List must comply with specified procedures to provide notice of the pending change to IAC, and to negotiate in good faith with IAC during a specified period prior to making any such change, as further described in the section entitled "The Merger Agreement—Change in the Angie's List Board Recommendation."

Termination of the Merger Agreement (Page 146)

        Angie's List and IAC may mutually agree to terminate the Merger Agreement at any time prior to the completion of the Merger (including after the adoption of the Merger Agreement by Angie's List stockholders).

        In addition, either IAC or Angie's List may terminate the Merger Agreement if:

    the Merger is not consummated on or prior to February 1, 2018 (provided that this right to terminate will not be available to a party if the failure of the Closing to occur by such date was due to a material breach of the Merger Agreement by such party);

    an injunction or other order is entered by a court or other governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger or any of the other Transactions, and such injunction or other order has become final and nonappealable (provided that this right to terminate will not be available to a party if the injunction was primarily due to the failure of such party to perform any of its obligations under the Merger Agreement);

    the Angie's List special meeting (including any adjournments or postponements thereof) has concluded without the adoption of Merger Agreement by Angie's List stockholders; or

    the other party (as referring to IAC in this bullet point, "the other party" also includes ANGI Homeservices and Merger Sub) has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Merger Agreement, and such breach or failure to perform (i) if it occurred on or continued to occur on the Closing Date, would result in a failure of a condition to the Closing to be satisfied by such breaching party, and (ii) is incapable of being cured by February 1, 2018 or, if curable by such date, is not cured within 20 business days of receipt of written notice from the other party (provided that this right to terminate will not be available to a party if such party is then in material breach of the Merger Agreement and such breach would result in a failure of a condition to the Closing to be satisfied by such party).

        IAC may also terminate the Merger Agreement prior to the adoption of the Merger Agreement by Angie's List stockholders if the Angie's List board of directors makes an adverse recommendation change, as further described in the section entitled "The Merger Agreement—Change in the Angie's List Board Recommendation."

        Angie's List may also terminate the Merger Agreement prior to the adoption of the Merger Agreement by its stockholders in order to enter into a definitive agreement providing for a Superior Proposal, as further described in the section entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals" (but only if Angie's List enters into such definitive agreement concurrently with the termination of the Merger Agreement and pays the termination fee described below).

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Termination Fee (Page 147)

        Angie's List will be obligated to pay IAC a termination fee of $20 million in any of the following circumstances:

    if Angie's List terminates the Merger Agreement prior to the adoption of the Merger Agreement by its stockholders in order to enter into a definitive agreement providing for a Superior Proposal;

    if IAC terminates the Merger Agreement prior to the adoption of the Merger Agreement by Angie's List stockholders because the Angie's List board of directors makes an adverse recommendation change; or

    if a Company Takeover Proposal (as defined in the section entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals," except that all references to "15%" in that definition will be deemed references to "50%" for purposes of this termination fee trigger) has been made or communicated to the Angie's List board of directors or has been publicly announced or become publicly known and:

    such Company Takeover Proposal has not been publicly withdrawn at least five business days prior to the Angie's List special meeting, and the Merger Agreement is later terminated because the Angie's List special meeting concludes without the adoption of Merger Agreement proposal by Angie's List stockholders; or

    such Company Takeover Proposal has not been withdrawn prior to the termination of the Merger Agreement due to (a) the Merger having not been consummated by February 1, 2018 or (b) Angie's List having breached or failed to perform under the Merger Agreement in a manner that causes the closing condition relating to the performance by Angie's List of its obligations under the Merger Agreement in all material respects not to be satisfied; and

    in either of the cases described in the preceding two bullet points, within nine months of such termination, Angie's List or any of its subsidiaries enters into a definitive agreement with a third party with respect to, or consummates a transaction that is, a Company Takeover Proposal with a third party (or a third party otherwise consummates a transaction that is a Company Takeover Proposal).

        For additional details, see the section entitled "The Merger Agreement—Effects of Termination of the Merger Agreement; Termination Fee and Expenses."

Accounting Treatment of the Merger (Page 115)

        ANGI Homeservices will account for the acquisition of Angie's List pursuant to the Merger using the acquisition method of accounting in accordance with GAAP. ANGI Homeservices will measure the assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed, as of the Closing. Any excess of the purchase price over those fair values will be recorded as goodwill.

        Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill are also tested for impairment when certain indicators are present, which may occur more frequently than on an annual basis.

        The allocation of the purchase price to the assets acquired and liabilities assumed reflected in the unaudited pro forma combined financial statements (see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information") is based on preliminary estimates using assumptions that the management of ANGI Homeservices believes are reasonable based on currently available

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information as of the date of this proxy statement/prospectus. The final purchase price and fair value assessment of assets and liabilities will be completed following the Closing based in part on a detailed analysis that has not yet been completed.

Material U.S. Federal Income Tax Consequences of the Merger (Page 157)

        It is intended that either (i) the Merger qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code") or, (ii) the Merger, when combined with the Contribution and the IAC Share Issuance, qualify as an exchange described in Section 351(a) of the Code. It is a condition to the obligation of Angie's List to effect the Merger that Angie's List receive a written opinion from its counsel, Sidley Austin, to the effect that either (i) the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code or (ii) the Merger, when combined with the Contribution and the IAC Share Issuance, will qualify as an exchange described in Section 351(a) of the Code. Accordingly, assuming the receipt and accuracy of such opinion, the material U.S. federal income tax consequences to U.S. holders (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger") of Angie's List common stock generally are as follows:

    If a U.S. holder receives solely shares of ANGI Homeservices Class A common stock in exchange for its shares of Angie's List common stock, such holder generally will not recognize any gain or loss, except with respect to cash received in lieu of fractional shares of ANGI Homeservices Class A common stock.

    If a U.S. holder receives solely cash in exchange for its shares of Angie's List common stock, such holder generally will recognize gain or loss equal to the difference between the amount of cash received and such holder's adjusted tax basis in such Angie's List shares.

    If a U.S. holder receives a combination of ANGI Homeservices Class A common stock and cash in exchange for its shares of Angie's List common stock, such holder generally will recognize gain (but not loss) in an amount equal to the lesser of (i) the amount by which the sum of the fair market value of the ANGI Homeservices Class A common stock and cash received by such holder exceeds such holder's adjusted tax basis in its shares of Angie's List common stock surrendered and (ii) the amount of cash received by such holder.

        Holders of Angie's List common stock should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" for a more complete discussion of the U.S. federal income tax consequences of the Merger, including the discussion applicable to holders of Angie's List common stock that acquired blocks of Angie's List common stock at different times or different prices. Holders of Angie's List common stock should consult their own tax advisors to determine the specific consequences to them of exchanging their shares of Angie's List common stock pursuant to the Merger.

Angie's List Special Meeting of Stockholders (Page 58)

        The Angie's List special meeting will be held on September 29, at 10:00 a.m. Eastern time, at The Alexander, 333 S. Delaware St., Indianapolis, Indiana 46204. Holders of record of Angie's List common stock as of the close of business on the record date of August 25, 2017, which is referred to in this proxy statement/prospectus as the "record date," are entitled to receive notice of, and to vote at, the special meeting. Each outstanding share of Angie's List common stock held as of the close of business on the record date entitles its holder to cast one vote on each proposal to be voted on at the special meeting. As of the close of business on the record date, there were 61,292,181 shares of Angie's List common stock outstanding and entitled to vote at the special meeting.

        At the special meeting, Angie's List stockholders will be asked to consider and vote upon (i) a proposal to adopt the Merger Agreement, (ii) a proposal to approve, on an advisory (non-binding)

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basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger and (iii) a proposal to approve the adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement.

        Adoption of the Merger Agreement, which is a condition to the completion of the Merger, requires the affirmative vote of holders of a majority of the shares of Angie's List common stock outstanding and entitled to vote on this proposal. Accordingly, your failure to submit a proxy card or to vote in person at the special meeting, your abstention from voting or your failure to give voting instructions to your bank, brokerage firm or other nominee if you hold your shares in "street name" through a bank, brokerage firm or other nominee, will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement.

        For additional information about the special meeting, see the section entitled "Angie's List Special Meeting of Stockholders."

Ownership of Angie's List Common Stock by Angie's List Directors, Executive Officers and Their Affiliates (Page 279)

        As of the close of business on the record date, Angie's List's directors, executive officers and their respective affiliates owned and were entitled to vote 7,436,575 shares of Angie's List common stock. This represents approximately 12% of the outstanding shares of Angie's List common stock entitled to vote at the special meeting. Completion of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by stockholders of Angie's List. Adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of Angie's List common stock. Angie's List currently expects that the Angie's List directors and executive officers will vote their shares of Angie's List common stock in favor of the proposal to adopt the Merger Agreement and the other proposals to be considered at the special meeting, although none of them is obligated to do so.

Interests of Angie's List's Directors and Executive Officers in the Transactions (Page 116)

        In considering whether to approve the proposals set forth in this proxy statement/prospectus to be voted on at the Angie's List special meeting, including the proposal to adopt the Merger Agreement, you should recognize that some of the members of management and of the Angie's List board of directors may have interests in the Transactions that differ from, or are in addition to, their interests as Angie's List stockholders. These interests include:

    the rights of some executive officers to receive payments or other benefits, including the conversion of certain stock options and restricted stock unit awards, acceleration of the vesting of certain equity awards, and possible payments due upon certain terminations of employment during a specified period prior to or following a change in control;

    the expected service of Angela R. Hicks Bowman and Thomas R. Evans as directors of ANGI Homeservices following the Merger;

    an employment agreement entered into between ANGI Homeservices and Ms. Hicks Bowman providing for her continued service to ANGI Homeservices following the Closing; and

    the continued indemnification of Angie's List's directors and officers after the completion of the Transactions for acts or omissions that occurred in their capacity as directors or officers prior to the Closing.

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        These interests are further described in the section entitled "The Transactions—Interests of Angie's List's Directors and Executive Officers in the Transactions."

Historical Per Share Market Price Information of Angie's List Common Stock (Page 273)

        Shares of Angie's List common stock are listed on NASDAQ under the symbol "ANGI." Prior to the Closing, no shares of common stock of ANGI Homeservices are or will be listed on any securities exchange. The closing price of Angie's List common stock as reported on NASDAQ on May 1, 2017, the last full trading day before the public announcement of the signing of the Merger Agreement, was $5.89 per share. The closing price of Angie's List common stock as reported on NASDAQ on August 28, 2017, the last practicable trading day before the date of this proxy statement/prospectus, was $11.87 per share. For further historical information regarding the trading prices of Angie's List common stock, see the section entitled "Historical Market Price and Dividend Information Regarding Angie's List Common Stock." Angie's List stockholders are urged to consult publicly available sources to obtain current market quotations for Angie's List common stock, and to review carefully the other information contained in this proxy statement/prospectus (including the information incorporated by reference into this proxy statement/prospectus), in considering whether to approve the proposal to adopt the Merger Agreement at the Angie's List special meeting.

Summary Historical Per Share Financial Information of Angie's List and Pro Forma Per Share Financial Information of ANGI Homeservices (Page 164)

        The following table sets forth historical per share information of Angie's List and pro forma combined per share information for the six months ended June 30, 2017 and the year ended December 31, 2016 after giving effect to the Transactions under the acquisition method of accounting. The historical per share data has been derived from the historical financial statements of Angie's List, which are incorporated by reference into this proxy statement/prospectus.

        The pro forma combined per share data has been derived from and should be read in conjunction with the "Unaudited Pro Forma Condensed Combined Financial Information" and the related notes included in this proxy statement/prospectus. The pro forma combined per share information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated. Further, the pro forma information does not purport to project the future financial position or results of operation of ANGI Homeservices following the Transactions.

For the Six Months Ended June 30, 2017
  Angie's List
Historical
  Pro Forma
Combined
 

Basic and diluted loss per share

  $ (0.10 ) $ (0.01 )

Cash dividends declared

    N/A     N/A  

Book value per share as of June 30, 2017

  $ 0.15   $ 2.02  

 

For the Year Ended December 31, 2016
  Angie's List
Historical
  Pro Forma
Combined
 

Basic and diluted loss per share

  $ (0.13 ) $ (0.17 )

Cash dividends declared

    N/A     N/A  

Book value per share as of December 31, 2016

  $ 0.08     N/A  

Comparison of the Rights of Angie's List Stockholders and Holders of Class A Shares of ANGI Homeservices (Page 252)

        If the Merger is consummated, stockholders of Angie's List who receive the Share Consideration in the Merger will become holders of Class A shares of ANGI Homeservices. Angie's List and ANGI

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Homeservices are both organized under the laws of Delaware. However, differences in the rights of holders of Angie's List common stock and holders of Class A shares of ANGI Homeservices will arise due to differences between their respective certificates of incorporation and bylaws. These differences will include, among other things, differences with respect to the number and types of authorized capital stock and the voting and other rights of the different classes, dividends and distributions, the structure of the board of directors, the removal of directors, the ability of stockholders to act by written consent, future amendments to the organizational documents, and the renunciation of corporate opportunities. For more information, see the sections entitled "Description of ANGI Homeservices Capital Stock" and "Comparison of the Rights of Angie's List Stockholders and Holders of Class A Shares of ANGI Homeservices."

Listing of Class A Shares of ANGI Homeservices (Page 114)

        It is currently expected that following the Closing, Class A shares of ANGI Homeservices will trade on NASDAQ under the symbol "ANGI." The approval for listing of the Class A shares is a condition to the Closing, as discussed in the section entitled "The Merger Agreement—Conditions to the Closing of the Merger."

No Appraisal Rights (Page 115)

        Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Under Delaware law, holders of Angie's List common stock are not entitled to any appraisal rights in connection with the Transactions.

Risk Factors (Page 33)

        In deciding how to vote your shares of Angie's List common stock at the special meeting, and in deciding whether to elect to receive the Share Consideration or the Cash Consideration (or a combination of the two) in the Merger, you should read carefully this entire proxy statement/prospectus, including the Annexes and the documents incorporated by reference into this proxy statement/prospectus, and in particular, you should read the section entitled "Risk Factors."

Litigation Related to the Merger (Page 122)

        On July 18, 2017, a putative class action complaint, captioned Parshall v. Angie's List,  Inc. , C.A. No. 1:17-cv-02418 (the "Parshall Action"), was filed in the U.S. District Court for the Southern District of Indiana in connection with the Merger. On July 20, 2017, a similar class action lawsuit was filed in the same court, captioned Pill v. Angie's List, Inc. , C.A. No. 1:17-cv-02461 (the "Pill Action") (together, the two actions are referred to as the "Actions"). The complaints in both the Parshall Action and the Pill Action named as defendants IAC, ANGI Homeservices, Merger Sub, Angie's List and the members of the Angie's List board of directors.

        The complaints in the Actions allege that Angie's List, the members of the Angie's List board of directors, IAC, ANGI Homeservices and Merger Sub allegedly omitted and/or misrepresented certain information in the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in violation of the Exchange Act and related SEC regulations. The alleged omissions and/or misrepresentations generally relate to (i) certain of Angie's List's and the HomeAdvisor Business's financial projections, (ii) certain data and inputs underlying the financial analyses, (iii) certain interests of Angie's List's directors and executive officers in the Transactions, and (iv) the background of the Transactions.

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        The Actions collectively seek the following relief: (i) ordering that the Actions be maintained as a class action and certifying the plaintiffs as the class representative and the plaintiff's counsel as class counsel, (ii) preliminarily and permanently enjoining the defendants and all persons acting in concert with them from proceeding with, consummating or closing the Transactions, (iii) directing the Angie's List board of directors to disseminate a Form S-4 that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading, (iv) in the event the defendants consummate the Transactions, rescinding them and setting them aside or awarding rescissory damages to the plaintiffs and the class, (v) declaring that the defendants violated Section 14(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, and/or Section 20(a) of the Exchange Act, (vi) directing the defendants to account to the plaintiffs and the class for damages sustained, (vii) awarding the plaintiffs the costs of the Actions, including reasonable allowance for plaintiffs' attorneys and experts' fees, and (viii) granting such other and further relief as the court may deem just and proper.

        The defendants consider the claims asserted to be without merit.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus, including the documents incorporated by reference into this proxy statement/prospectus, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of the management of each of ANGI Homeservices, Angie's List and IAC, the Transactions, the markets for ANGI Homeservices Class A shares and Angie's List common stock, and other matters. Statements in this proxy statement/prospectus, including the documents incorporated by reference, that are not historical facts are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Exchange Act and Section 27A of the Securities Act. These forward-looking statements, including, without limitation, those relating to the future business prospects, revenues and income of ANGI Homeservices, the HomeAdvisor Business and Angie's List, wherever they occur in this proxy statement/prospectus, are necessarily estimates reflecting the best judgment of the respective managements of ANGI Homeservices, the HomeAdvisor Business and Angie's List at the time such statements were made and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by these forward-looking statements. These forward-looking statements should therefore be considered in light of various important factors, including those expressly set forth in or incorporated by reference into this proxy statement/prospectus.

        Words such as "estimate," "project," "plan," "intend," "expect," "anticipate," "believe," "would," "should," "could" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement/prospectus, including in the section entitled "Risk Factors." Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, among others, risks and uncertainties relating to the following:

    the possibility that the anticipated benefits of the proposed Transactions are not realized as expected or at all, including as a result of the impact of, or problems arising from, the integration of the HomeAdvisor Business and the business of Angie's List or as a result of changes in the economy and competitive factors in the areas where the HomeAdvisor Business and Angie's List do business;

    the occurrence of any event, change or other circumstances that could give rise to right of one or both of Angie's List and IAC to terminate the Merger Agreement;

    the failure of Angie's List stockholders to adopt the Merger Agreement at the Angie's List special meeting, or the failure to satisfy any of the other conditions to the proposed Transactions on a timely basis or at all;

    the possibility that the proposed Transactions may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

    diversion of the attention of the management of Angie's List or the HomeAdvisor Business from ongoing business operations and opportunities in connection with the Transactions;

    potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions;

    potential changes to tax legislation;

    the ability of the HomeAdvisor Business or Angie's List to retain key personnel; and

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    the outcome of any legal proceedings that have been instituted or that may be instituted against IAC, ANGI Homeservices, Merger Sub or Angie's List in connection with the Transactions or otherwise.

        Additional factors that could cause actual results to differ materially from those indicated by forward-looking statements include those set forth in the section entitled "Risk Factors," as well as those set forth in Angie's List's filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. See the section entitled "Where You Can Find More Information."

        Forward-looking statements speak only as of the date they are made, and none of IAC, ANGI Homeservices, Angie's List or any of their respective affiliates undertake any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

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RISK FACTORS

         In addition to the other information contained in this proxy statement/prospectus (including the information incorporated by reference into this proxy statement/prospectus), Angie's List stockholders should carefully consider all of the following risk factors in deciding whether to vote in favor of the adoption of the Merger Agreement at the Angie's List special meeting. Angie's List stockholders should read and consider the risks associated with each of the HomeAdvisor Business and the businesses of Angie's List because these risks are expected to apply to ANGI Homeservices following the completion of the Transactions. Prior to making any decision regarding the Transactions, you should carefully read this entire proxy statement/prospectus, including its Annexes and the other documents incorporated by reference into this proxy statement/prospectus, and in particular the sections entitled "Item 1A. Risk Factors" of Angie's List's Annual Report on Form 10-K for the year ended December 31, 2016 and its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017. See the section entitled "Where You Can Find More Information."

Risks Related to the Transactions

There can be no assurances regarding the prices at which Class A shares of ANGI Homeservices will trade following the completion of the Transactions.

        Assuming the Merger is completed as described elsewhere in this proxy statement/prospectus, some or all of the Angie's List stockholders will receive Class A shares of ANGI Homeservices as a result of the Merger. The Class A shares of ANGI Homeservices are not and never have been listed for trading on a national securities exchange or otherwise publicly traded. Such shares are expected to be approved for listing on NASDAQ prior to the completion of the Merger, and such approval for listing is one of the conditions to the completion of the Merger.

        The trading price of a Class A share of ANGI Homeservices following the Merger is uncertain, and there can be no assurances as to the values at which Class A shares will trade following the Merger. In addition, following the Merger, the trading price of Class A shares of ANGI Homeservices is likely to fluctuate and will be dependent on, and subject to fluctuations relating to, general market and economic conditions, changes in the businesses of Angie's List and the HomeAdvisor Business (whether prior to or following the completion of the Merger), and regulatory considerations, among other things. Some of these factors and conditions are beyond the control of Angie's List, the HomeAdvisor Business and ANGI Homeservices. For further discussion of these and other risks regarding ownership of ANGI Homeservices Class A shares, see the section below entitled "—Risks Related to an Investment in Class A Shares of ANGI Homeservices."

Angie's List stockholders who elect to receive the Cash Consideration may receive a prorated portion of their Merger Consideration in the form of the Share Consideration if the aggregate cap on the Cash Consideration of $130 million is exceeded.

        Each Angie's List stockholder will be entitled to elect to receive in the Merger, for each share of Angie's List common stock held at the Effective Time, the Share Consideration or the Cash Consideration (or a combination thereof, by electing Cash Consideration with respect to some shares and Share Consideration with respect to other shares held by such stockholder). Elections to receive the Cash Consideration by Angie's List stockholders will be subject to the proration procedures set forth in the Merger Agreement, such that Angie's List stockholders will receive in the aggregate no more than $130 million in cash. For more information, including an illustrative example of this proration procedure, see the section entitled "The Merger Agreement—Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration."

        Depending on the elections made by other Angie's List stockholders, the aggregate Cash Consideration cap of $130 million may be exceeded, in which case Angie's List stockholders who

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properly elected to receive Cash Consideration in the Merger will receive a portion of their Merger Consideration in respect of the Angie's List shares for which the Cash Consideration was properly elected in the form of the Share Consideration. Stockholders who receive the Share Consideration will be subject to a number of additional risks relating to ANGI Homeservices and its Class A shares (including the market for buying and selling such shares), as discussed elsewhere in this section.

Angie's List stockholders who make elections to receive the Share Consideration or the Cash Consideration will be unable to sell their Angie's List shares while the Merger remains pending.

        As described elsewhere in this proxy statement/prospectus, Angie's List stockholders may elect to receive cash, stock or a combination of cash and stock for their shares of Angie's List in the Merger by completing an election form that will be sent under separate cover and is not being provided with this proxy statement/prospectus. Elections will require that stockholders making the election submit their shares of Angie's List common stock, including any stock certificates, or in the case of book-entry shares of Angie's List common stock, any additional documents specified in the procedures set forth in the election form, in order for the election to be properly made. This means that during the time between when the election is made and the Closing Date, Angie's List stockholders who have submitted an election form to receive the Share Consideration or the Cash Consideration will be unable to sell the shares of Angie's List common stock with respect to which any such election has been made unless they first withdraw their election. If the Merger is unexpectedly delayed, this period could extend for a significant period of time. Angie's List stockholders can shorten the period during which they cannot sell their shares by delivering their election shortly before the election deadline. However, elections received after the election deadline will not be accepted or honored. For further details, see the section entitled "The Merger Agreement—Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration."

Both individually and as a group, Angie's List stockholders will have significantly reduced ownership and voting interests in ANGI Homeservices after the Merger relative to their interests in Angie's List prior to the Merger, and, with limited exceptions for certain class votes, IAC will be able to control any corporate action that requires a vote of ANGI Homeservices stockholders, in addition to appointing a majority of the board of directors.

        Angie's List stockholders currently have the right to vote in the election of the Angie's List board of directors and on other matters affecting Angie's List. Upon the consummation of the Merger, each Angie's List stockholder that receives the Share Consideration will become a stockholder of ANGI Homeservices with a percentage ownership of ANGI Homeservices that is significantly smaller than such stockholder's percentage ownership of Angie's List immediately prior to the Merger. Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock.

        On this basis, with limited exceptions for certain class votes, IAC will be able to control any corporate action that requires a vote of ANGI Homeservices stockholders, in addition to appointing a

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majority of the board of directors. For further details regarding the expected ownership and corporate governance of ANGI Homeservices following the Merger, as well as the rights of Angie's List stockholders who receive the Share Consideration as holders of Class A shares of ANGI Homeservices following the Merger, see the sections entitled "—Risks Related to ANGI Homeservices' Ongoing Relationship with IAC Following the Completion of the Transactions," "Corporate Governance of ANGI Homeservices Following the Merger," "Board of Directors and Executive Officers of ANGI Homeservices Following the Merger" and "Comparison of the Rights of Angie's List Stockholders and Holders of Class A Shares of ANGI Homeservices."

The completion of the Transactions is subject to a number of conditions, some of which are outside the control of Angie's List, IAC and ANGI Homeservices, and the Transactions may not be completed on a timely basis or at all. Failure to complete the Transactions could negatively impact the share price and the future business and financial results of Angie's List.

        The completion of the Contribution, the IAC Share Issuance and the Merger are all subject to a number of conditions, some of which are outside the control of Angie's List, IAC and ANGI Homeservices, and the failure to satisfy any such condition, or delays or difficulties that may occur in attempting to satisfy any such conditions, may prevent, delay or otherwise impair the completion of the Transactions in a material way. These conditions include, in the case of the Merger, the adoption of the Merger Agreement by Angie's List stockholders, and as a result there exists some uncertainty regarding the timing of the completion of the Transactions, and whether the Transactions will be completed at all. Furthermore, either IAC or Angie's List may terminate the Merger Agreement in specified circumstances, including if the Merger has not been consummated on or prior to February 1, 2018 (provided that this right to terminate will not be available to a party if the failure of the Closing to occur by such date was due to a material breach of the Merger Agreement by the party seeking to terminate). For more information, see the sections entitled "The Merger Agreement—Conditions to the Closing of the Merger" and "—Termination of the Merger Agreement."

        If the Transactions are not completed on a timely basis, or at all, the business, financial results and prospects of Angie's List, as well as the market price of Angie's List common stock, may be adversely affected and, without realizing any of the potential benefits of having completed the Transactions, Angie's List and its stockholders will be subject to a number of risks, including the following:

    Angie's List will be required to pay IAC a termination fee of $20 million if the Merger Agreement is terminated in specified circumstances, as further described in the section entitled "The Merger Agreement—Effects of Termination of the Merger Agreement; Termination Fee and Expenses";

    time and resources spent or committed by Angie's List's management to matters relating to the Transactions (including integration planning and expenses for professional services and other transaction costs, many of which are payable by Angie's List regardless of whether or not the Transactions are consummated) that could otherwise have been devoted to pursuing other beneficial opportunities for Angie's List will have been largely wasted;

    negative publicity and a negative impression of Angie's List in the business community; and

    if the Merger Agreement is terminated and the Angie's List board of directors seeks an alternative business combination, Angie's List stockholders cannot be certain that Angie's List will be able to find a party willing to enter into a transaction agreement on terms equivalent to, or more attractive than, the terms that IAC has agreed to in the Transactions.

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While the Transactions are pending, uncertainty regarding the completion of the Transactions may cause consumers, service professionals and other important business counterparties to delay or defer decisions concerning Angie's List and may adversely affect Angie's List's ability to attract and retain employees, consumers and service professionals.

        The Merger will be completed only if specified conditions are satisfied (or, to the extent permitted, waived), including the adoption of the Merger Agreement by Angie's List stockholders. For a description of these conditions, see the section entitled "The Merger Agreement—Conditions to the Closing of the Merger." The satisfaction of some of these conditions is beyond the control of IAC, Angie's List and ANGI Homeservices. In addition, both IAC and Angie's List have specified rights to terminate the Merger Agreement in various circumstances, as described in the section entitled "The Merger Agreement—Termination of the Merger Agreement."

        While the Transactions remain pending, uncertainty regarding whether (and when) the Transactions may be completed may cause consumers, service professionals or other parties with whom Angie's List has business relationships to delay or defer decisions concerning Angie's List, or to seek to terminate their relationships with Angie's List, which could negatively impact the financial condition and results of operations of Angie's List, regardless of whether the Transactions are ultimately completed. In addition, such consumers, service professionals or other parties may experience uncertainty associated with the Merger, including with respect to concerns about possible changes to Angie's List's technology platform, including website and mobile applications, products, services or policies and current or future business relationships with Angie's List. Such uncertainty may cause such consumers, service professionals or other parties to refrain from using Angie's List's products and services, potentially yielding a reduction in traffic across Angie's List's platforms, all of which could negatively and materially impact Angie's List's business, financial condition or results of operations. Similarly, uncertainty regarding the completion of the Transactions may foster uncertainty among employees about their future roles with the combined company, and may create difficulties in recruiting new employees, consumers and service professionals who may be similarly concerned by the various pending changes and uncertainties. As such, the pendency of the Transactions may adversely affect the ability of Angie's List to attract and retain key management, sales, marketing and technical personnel, as well as new consumers and service professionals.

        Additionally, pursuant to the terms of the Merger Agreement, Angie's List is subject to certain covenants regarding the conduct of its business during the interim period between the execution of the Merger Agreement and the completion of the Transactions, including covenants related to Angie's List's ability to enter into material contracts and acquire or dispose of assets. These covenants may prevent Angie's List from taking actions with respect to its business that it may consider advantageous and result in Angie's List's inability to respond effectively to competitive pressures or industry developments, among other things, which could thereby harm Angie's List's business, financial condition or results of operations.

Some of Angie's List's current directors and executive officers have interests in the Transactions that may differ from the interests of other Angie's List stockholders.

        In considering whether to approve the proposals set forth in this proxy statement/prospectus to be voted on at the Angie's List special meeting, including the proposal to adopt the Merger Agreement, you should recognize that some of the members of management and of the Angie's List board of directors may have interests in the Transactions that differ from, or are in addition to, their interests as Angie's List stockholders. These interests include:

    the rights of some executive officers to receive payments or other benefits, including the conversion of certain stock options and restricted stock unit awards, acceleration of the vesting of certain equity awards, and possible payments due upon certain terminations of employment during a specified period prior to or following a change in control;

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    the expected service of Angela R. Hicks Bowman and Thomas R. Evans as directors of ANGI Homeservices following the Merger;

    an employment agreement entered into between ANGI Homeservices and Ms. Hicks Bowman providing for her continued service to ANGI Homeservices following the Closing; and

    the continued indemnification of Angie's List's directors and officers after the completion of the Transactions for acts or omissions that occurred in their capacity as directors or officers prior to the Closing.

        These interests are further described in the section entitled "The Transactions—Interests of Angie's List's Directors and Executive Officers in the Transactions."

The Merger Agreement contains provisions that limit Angie's List's ability to pursue alternatives to the Transactions, could discourage a potential competing acquiror of Angie's List from making a favorable alternative transaction proposal and, in specified circumstances, could require Angie's List to pay a termination fee of $20 million to IAC.

        The Merger Agreement contains provisions that restrict Angie's List's ability during the pendency of the Merger to, among other things, solicit, initiate, knowingly facilitate or knowingly encourage any inquiries regarding, or the making, submission or announcement by any person of any proposal or offer that constitutes or would reasonably be expected to lead to, certain alternative transactions. In addition, IAC is generally entitled to an opportunity to offer to modify the terms of the Merger Agreement in response to any third-party alternative transaction proposal before the Angie's List board of directors may change its recommendation in favor of the adoption of the Merger Agreement or terminate the Merger Agreement to accept an alternative proposal. For further details on these restrictions, including with respect to certain exceptions to these restrictions, see the sections entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals" and "—Change in the Angie's List Board Recommendation."

        Moreover, if the Merger Agreement is terminated in specified circumstances, including if Angie's List terminates the Merger Agreement in order to enter into a definitive agreement providing for a "Superior Proposal," Angie's List will be required to pay a termination fee of $20 million to IAC. For further details, see the sections entitled "The Merger Agreement—Termination of the Merger Agreement" and "—Effects of Termination of the Merger Agreement; Termination Fee and Expenses."

        These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring all or a significant portion of Angie's List's business, or pursuing another form of alternative transaction involving Angie's List, from considering or proposing such a transaction, even if the third party was prepared to pay consideration having greater perceived value than that of the Share Consideration and the Cash Consideration being offered in the Merger. In addition, these provisions might result in a potential third-party acquiror or merger partner proposing to pay a lower price to the stockholders of Angie's List than it might otherwise have proposed to pay because of the added expense of the $20 million termination fee that may become payable in specified circumstances.

Angie's List stockholders will not be entitled to dissenters' or appraisal rights in the Merger.

        Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with such extraordinary transaction.

        Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the DGCL. In the Merger, because Angie's List common stock is listed on NASDAQ, and because Angie's List stockholders are not required to accept in the Merger any consideration in exchange for their shares of Angie's List common stock other than Class A shares of ANGI

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Homeservices, which will be publicly listed on NASDAQ, and cash in lieu of fractional shares (if applicable), holders of Angie's List common stock will not be entitled to any appraisal rights in connection with the Merger with respect to their shares of Angie's List common stock. For a more detailed description of the relevant provisions of the DGCL, see the section entitled "The Transactions—No Appraisal Rights."

ANGI Homeservices may not realize the expected benefits of the Transactions on the anticipated timeframes or at all.

        The benefits of the Transactions to ANGI Homeservices and its stockholders following the Merger may not be realized as expected or may not be achieved within the anticipated timeframes or at all. The ability of ANGI Homeservices to realize the anticipated benefits of the Transactions will depend, to a large extent, on its ability to combine the HomeAdvisor Business and Angie's List in a manner that facilitates growth opportunities, realizes anticipated synergies and achieves the projected cost savings and revenue growth expected by IAC and Angie's List management. For further details regarding these expectations, see the section entitled "The Transactions—Joint Reasons of Angie's List and IAC for the Transactions."

        IAC and Angie's List will be required to devote significant attention and resources prior to the Closing to prepare for the post-Closing operation of ANGI Homeservices, and ANGI Homeservices will be required post-Closing to devote significant attention and resources to successfully align the business practices and integrate the operations of the HomeAdvisor Business and Angie's List. This process may disrupt the businesses or cause a loss of momentum in the activities of ANGI Homeservices following the Closing and may adversely affect its business and results of operations. The overall combination of the HomeAdvisor Business and Angie's List may also result in unanticipated problems, expenses, liabilities, responses from competitors, loss of customer and other business relationships and the diversion of management attention. If ANGI Homeservices is not able to efficiently and successfully integrate the HomeAdvisor Business with Angie's List following the Merger, the anticipated benefits of the Transactions may not be realized fully or at all or may take longer to realize than expected, which would have a negative effect on the business and financial results of the combined company and on the value of the Class A shares to be issued to Angie's List stockholders who receive the Share Consideration in the Merger.

        Even if the operations of the HomeAdvisor Business and Angie's List are combined successfully, the full benefits of the Transactions may not be realized, including the synergies, cost savings and growth opportunities that are expected, due to competitive pressures, changes in general market or economic conditions or other factors. Moreover, additional unanticipated costs may be incurred in combining the HomeAdvisor Business and Angie's List. All of these factors could negatively affect the business and financial results of ANGI Homeservices and the market price of ANGI Homeservices Class A shares.

Pending litigation against ANGI Homeservices could result in an injunction preventing the completion of the Transactions or a judgment resulting in the payment of damages.

        ANGI Homeservices, Merger Sub, IAC, Angie's List and the members of the Angie's List board of directors are named as defendants in two putative class action lawsuits challenging the Merger. The first suit was filed on July 18, 2017 and is captioned Parshall v. Angie's List, Inc. , C.A. No. 1:17-cv-02418. The second suit was filed on July 20, 2017 and is captioned Pill v. Angie's List, Inc. , C.A. No. 1:17-cv-02461. Both suits were filed in the U.S. District Court for the Southern District of Indiana. Other potential plaintiffs may also file additional lawsuits challenging the proposed Merger or any of the other Transactions. The outcome of any such litigation is uncertain.

        If not resolved, the pending lawsuits, or any additional litigation, could prevent or delay completion of the Merger or any of the other Transactions and result in substantial costs to ANGI

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Homeservices, IAC and Angie's List, including any costs associated with the indemnification of the Angie's List board of directors. One condition to Closing is that no court or other governmental authority in a competent jurisdiction (which would include the U.S. District Court for the Southern District of Indiana) has issued an injunction or similar order prohibiting the consummation of the Merger or any of the other Transactions. If any lawsuit is successful in obtaining an injunction preventing the parties to the Merger Agreement from consummating the Merger or the other Transactions, then such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe. Additionally, if the Merger is completed, ANGI Homeservices would assume the risks associated with litigation related to the Transactions that Angie's List and the members of the Angie's List board of directors are party to, and ANGI Homeservices has agreed pursuant to and in accordance with the Merger Agreement to cause Angie's List to continue to indemnify Angie's List's directors and officers after the completion of the Transactions for acts or omissions that occurred in their capacity as directors or officers prior to the Closing.

        The defense or settlement of the pending lawsuits and any additional litigation could be time-consuming and expensive, divert the attention of the IAC and ANGI Homeservices management and/or the Angie's List management away from their regular business, and, if any one of the pending lawsuits or any future litigation is adversely resolved against IAC or Angie's List, could have a material adverse effect on their respective financial condition, results of operations or liquidity of IAC or ANGI Homeservices if resolved after the Merger is completed. For more information, see " The Transactions—Litigation Related to the Merger. "

Risks Related to the Business of ANGI Homeservices Following the Completion of the Transactions

General economic events or trends, particularly those that adversely impact consumer confidence and spending behavior, could harm ANGI Homeservices' business, financial condition and results of operations.

        The HomeAdvisor Business and Angie's List have historically been, and following the completion of the Transactions ANGI Homeservices will be, particularly sensitive to events and trends that adversely affect consumer confidence and spending behavior. For example, in the event of a general economic downturn or sudden disruption in business conditions, consumer confidence, spending levels and access to credit could be adversely affected. The occurrence of any of these events or trends could result in consumers delaying or foregoing home services projects, which could result in decreases in service requests and a decrease in fees paid by service professionals for consumer matches, which could adversely affect ANGI Homeservices' business, financial condition and results of operations.

        ANGI Homeservices could also experience turnover in its network of service professionals given that a significant number of these service professionals are sole proprietorships and small businesses, and as such, are particularly sensitive to events and trends that adversely impact consumer confidence and spending behavior. Any turnover, if significant or recurring over a prolonged period, could adversely impact the number and quality of the service professionals who are members of the ANGI Homeservices network, the reach of that network and the breadth of services offered through the ANGI Homeservices marketplace, any or all of which could result in a decrease in traffic to ANGI Homeservices' properties and increased costs, all of which could adversely affect its business, financial condition and results of operations.

        Finally, ANGI Homeservices will also be sensitive to events and trends that could result in decreased marketing and advertising expenditures by service professionals. Adverse economic conditions and trends could result in service professionals decreasing and/or delaying marketing and advertising expenditures, or decreasing the amount they are willing to pay for connections to consumers through the platforms operated by ANGI Homeservices, either of which would result in decreased revenue and could adversely affect ANGI Homeservices' business, financial condition and results of operations.

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The success of ANGI Homeservices will depend, in substantial part, on the migration of the home services market online.

        The digital penetration of the home services market remains low, with the vast majority of home services customers finding their service professional offline, according to a HomeAdvisor Business internal brand tracking study. While many consumer demographics have historically been (and remain) averse to hiring service professionals online, certain consumer demographics have demonstrated greater willingness to embrace the online shift. For example, millennial homeowners are more willing than homeowners aged 50 plus to hire a service professional online. Accordingly, as millennial homeownership increases, it is expected that more service professionals will be hired online. Service professionals must also embrace the online shift, which ANGI Homeservices expects will occur with more frequency as they experience the benefits of connecting and engaging with consumers online (for example, the ability to reach the largest consumer audience, trackable return on marketing investments and tailored customer management tools) relative to traditional offline efforts. Continued digital and mobile product innovation is also expected to increase online adoption by consumers and service professionals. However, the speed and ultimate outcome of this shift to online marketplaces for finding service professionals is uncertain and may not occur as quickly as ANGI Homeservices expects or at all. The failure or delay of a meaningful number of consumers and/or service professionals to migrate online, or the choice of a meaningful number of existing participants in the online home services marketplace to return to offline markets, could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

ANGI Homeservices will need to establish and maintain relationships with quality service professionals.

        To succeed, ANGI Homeservices will need to continue to attract and retain service professionals and grow its network of service professionals who are skilled, reliable and provide services consumers want in a timely manner. To do so, ANGI Homeservices must continue to offer innovative products and services that resonate with consumers and service professionals generally, as well provide service professionals with an attractive return on their marketing investments. If ANGI Homeservices fails to provide compelling products and services, service professionals may leave (or fail to join) the ANGI Homeservices network, or may choose to use its platforms less frequently, which would result in a less attractive marketplace for consumers seeking quality service professionals. In addition, a decrease in quality service professionals (or the lack of potential new quality service professionals) in the markets in which ANGI Homeservices maintains service professional networks would result in a smaller and less diverse network, which could adversely impact the consumer experience and result in decreases in service requests and directory searches, which could adversely impact the business, financial condition and results of operations of ANGI Homeservices.

The success of ANGI Homeservices will depend, in substantial part, on its ability to maintain and/or enhance its various brands.

        After the completion of the Transactions, ANGI Homeservices will own and operate two of the leading home services brands in the United States, as well as leading brands in a number of foreign jurisdictions. Brand recognition is a key differentiating factor among providers of online services generally, and ANGI Homeservices believes that its success will depend, in part, on its ability to maintain and enhance the brands established by the HomeAdvisor Business and by Angie's List, as well as build awareness of (and loyalty to) any of its new and emerging brands by consumers and service professionals alike.

        The brands of ANGI Homeservices could be negatively impacted by a number of factors, including product quality concerns, service professional quality concerns, consumer and service professional complaints, actions brought by consumers or service professionals, fraudulent or otherwise unlawful acts perpetrated by consumers or service professionals, actions or proceedings commenced by governmental or regulatory authorities, privacy and security breaches and related bad publicity.

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        In addition, trust in the integrity and objective, unbiased nature of the ratings and reviews found on the properties operated by Angie's List and the HomeAdvisor Business contributes significantly to the perception of their brands and to their ability to attract new consumers and service professionals. If existing or prospective consumers perceive that the consumer reviews on Angie's List or the HomeAdvisor properties are not authentic in general, the reputation and the strength of ANGI Homeservices' brands could be materially and adversely affected. While the HomeAdvisor Business and Angie's List use, and ANGI Homeservices will continue to use, filters to detect fraudulent reviews, the accuracy of consumer reviews cannot be guaranteed. If fraudulent or inaccurate reviews—positive or negative—increase, and ANGI Homeservices is unable to effectively identify and remove such reviews, the overall quality of its ratings and reviews could decrease, and the reputation of the brands of ANGI Homeservices might be harmed, which could deter consumers and service professionals from using its products and services. This could negatively impact the brands, business, financial condition and results of operations of ANGI Homeservices.

        Moreover, ANGI Homeservices' failure to market its products and services successfully (or in a cost-effective manner), inability to develop and introduce products and services that resonate with consumers and/or inability to adapt quickly enough (and/or in a cost-effective manner) to evolving changes in the internet and related technologies, applications and devices, could adversely impact the various brands of ANGI Homeservices and its brand-building efforts, and in turn, its business, financial condition and results of operations.

Marketing efforts designed to drive traffic to the ANGI Homeservices properties may not be successful or cost-effective.

        Attracting consumers and service professionals to ANGI Homeservices properties will involve considerable expenditures for offline and online marketing. The HomeAdvisor Business and Angie's List have made, and following the completion of the Transactions ANGI Homeservices expects to continue to make, significant marketing expenditures, primarily for television advertising and search engine marketing, which may not be successful or cost-effective. Historically, the HomeAdvisor Business and Angie's List have had to increase marketing expenditures over time to attract and retain consumers and service professionals and sustain growth.

        As traditional television viewership declines and consumers increasingly consume media through various digital means, the reach of traditional advertising channels is contracting and the number of digital advertising channels is increasing. To continue to reach consumers and service professionals and grow its businesses in this environment, ANGI Homeservices will need to devote more of its overall marketing expenditures to newer digital advertising channels, which are undeveloped and unproven relative to traditional advertising channels, and engage consumers and service professionals via new digital means.

        With respect to online marketing efforts, rapid and frequent changes in the pricing and operating dynamics of search engines, as well as changing policies and guidelines applicable to keyword advertising (which may unilaterally be updated by search engine providers without advance notice), could adversely affect paid search engine marketing efforts and free search engine traffic. Such changes could adversely affect paid listings (both their placement and pricing), as well as the ranking of ANGI Homeservices websites within paid and organic search results, any or all of which could increase marketing expenditures (particularly if free traffic is replaced with paid traffic). Additionally, if ANGI Homeservices starts depending on other digital platforms in the future for free traffic, these efforts will involve challenges and risks similar to those related to free traffic.

        Separately, search engine providers continue to expand their offerings into other, non-search-related categories, including home services. Search engine providers may display their own integrated or related home services offerings in a more prominent manner than those of ANGI Homeservices, which could result in a substantial decrease in free traffic to ANGI Homeservices websites and, in turn, increased marketing expenditures if free traffic is replaced with paid traffic.

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        No assurances can be provided that ANGI Homeservices will be able to continue to appropriately manage and fine-tune its paid marketing efforts in response to any or all of the events and trends discussed above and the failure to do so could adversely affect its business, financial condition and results of operations.

The ability of ANGI Homeservices to introduce new and enhanced products and services that resonate with consumers and service professionals, including in response to rapidly evolving trends and technologies, will be critical to its success.

        ANGI Homeservices will not succeed unless it is able to introduce new and enhanced products and services in response to evolving trends and technologies and provide quality products and services that otherwise resonate with consumers and service professionals. There is intense competition to operate the leading online marketplaces for home services (and more generally for all consumer products and services), and online marketplaces have historically been, and are expected to continue to be, subject to rapid technological change. Generally, the development of new and enhanced products and services, as well as the identification of new business opportunities in a constantly changing business and technological environment, requires significant time and resources. ANGI Homeservices may not be able to adapt quickly enough to trends online and/or in the home services market (including changes in consumer and service professional preferences and needs), appropriately time the introduction of new and enhanced services and/or identify new business opportunities in a timely manner.

        For example, while many consumers and service professionals may continue to access ANGI Homeservices offerings through personal computers, usage of mobile devices, including smartphones and tablets, continues to increase relative to that of personal computers. In addition, consumers are increasingly seeking to access services through so-called digital assistants, such as Amazon's Echo or Google's Home product. The HomeAdvisor Business and Angie's List have dedicated (and following the completion of the Transactions, ANGI Homeservices will dedicate) significant time and resources to ensure that their product offerings work across multiple platforms, but ANGI Homeservices may not be successful in keeping up with future technological developments. Even if ANGI Homeservices is able to do so, these efforts could be more costly than anticipated or require partnership or distribution arrangements with third-party providers in order to reach consumers.

        In addition, new and/or enhanced products or services may not resonate with consumers and service professionals and, in turn, not generate sufficient traffic and otherwise prove challenging to monetize. Efforts to improve the ANGI Homeservices platforms or otherwise improve its offerings could also require the modification of related technological infrastructures; and the failure to do so in an efficient and cost-effective manner could render ANGI Homeservices websites, applications, services and proprietary technologies obsolete.

        The failure to respond to any evolving trends and technologies appropriately and in a cost-effective manner could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

The success of ANGI Homeservices will depend, in part, on the integrity of its systems and infrastructures and on its ability to enhance, expand and adapt these systems and infrastructures in a timely and cost-effective manner.

        For ANGI Homeservices to succeed, its systems and infrastructures must perform well on a consistent basis. From time to time, ANGI Homeservices may experience system interruptions that make some or all of its systems or data unavailable and prevent services from functioning properly for consumers and service professionals. Any such interruption could arise for any number of reasons. Further, the systems and infrastructures of ANGI Homeservices will be vulnerable to damage from fire, power loss, telecommunications failures and similar events. While ANGI Homeservices will have

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backup systems in place for certain aspects of its operations, its systems and infrastructures will not be fully redundant, disaster recovery planning will not be sufficient for all eventualities and property and business interruption insurance coverage may not be adequate to compensate ANGI Homeservices fully for any losses that it may suffer. Any interruptions or outages, regardless of the cause, could negatively impact the experiences of consumers and service professionals, tarnish the reputation of the various brands of ANGI Homeservices and decrease demand for its services, any or all of which could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

        ANGI Homeservices will also need to continually work to expand and enhance the efficiency and scalability of its technology and network systems to improve the experience of consumers and service professionals, accommodate substantial increases in traffic to its various services, ensure acceptable page load times for its various services and keep up with changes in technology and consumer and service professional preferences and needs. Any failure to do so in a timely and cost-effective manner could adversely affect the experiences of consumers and service professionals and thereby negatively impact the demand for ANGI Homeservices' offerings, and could increase costs, any of which could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

ANGI Homeservices' success will depend, in part, on the integrity of third-party systems and infrastructure.

        After completion of the Transactions, ANGI Homeservices will rely on third parties, primarily data-center service providers, as well as third-party computer systems, broadband and other communication systems and service providers, in connection with the provision of its products generally, as well as to facilitate and process certain transactions with its users. ANGI Homeservices will have limited or no control over these third parties and their operations.

        Problems experienced by third-party data center service providers upon whom ANGI Homeservices may rely, the telecommunications network providers with whom it contracts or with the systems through which telecommunications providers allocate capacity among their customers could also adversely affect ANGI Homeservices. Any changes in service levels at its data centers or any interruptions, outages or delays in ANGI Homeservices' systems or those of its third-party providers, or deterioration in the performance of these systems, could impair its ability to provide its products or process transactions with its users, which would adversely impact its business, financial condition and results of operations.

ANGI Homeservices may not be able to protect its information technology systems and infrastructure from cyberattacks and may be adversely affected by cyberattacks experienced by third parties.

        The business of ANGI Homeservices will rely extensively on secure processing, storage and transmission of confidential and other information in its computer systems and networks and communications systems. ANGI Homeservices may be subject to attacks by perpetrators of malicious technology-related events, such as cyberattacks, computer viruses, worms or other destructive or disruptive software, distributed denial of service attacks and attempts to misappropriate consumer or service professional information, including credit card information, personal information and confidential business information. While the HomeAdvisor Business and Angie's List have invested (and, following the completion of the Transactions, ANGI Homeservices will continue to invest) in the protection of their information technology systems and infrastructure and related training, there can be no assurance that these efforts will prevent significant breaches in their systems or other such events from occurring. As malicious cyber activity escalates, so do the risks relating to the transmission, storage or processing of data both within and outside the ANGI Homeservices network, including use by ANGI Homeservices of service providers outside of its network. Any cyber or similar attack against which ANGI Homeservices is unable to protect itself could damage its systems and infrastructure, prevent it from providing its products, erode its reputation and brands, lead to termination of advantageous contracts, result in inaccurate reporting of financial information, result in the disclosure of confidential information of its users, expose it to significant liabilities relating to breaches of data

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privacy laws, result in the disclosure of confidential and sensitive business information or intellectual property, result in claims or litigation against it, and/or be costly to mitigate or remedy. In addition, although ANGI Homeservices will have some insurance to mitigate these risks, such policies may not cover the particular attack experienced and, even if the risk is covered, such insurance coverage may not be adequate to compensate for the losses resulting from any of these events.

        The impact of cybersecurity events experienced by third parties with whom ANGI Homeservices will do business (or upon whom ANGI Homeservices otherwise will rely in connection with its day-to-day operations) could have a similar effect on it. Moreover, even cyber or similar attacks that do not directly affect ANGI Homeservices or third parties with whom ANGI Homeservices will do business may result in a loss of consumer confidence in internet-based or technology-reliant businesses generally, which could make users less likely to use or continue to use ANGI Homeservices' products and services. The occurrence of any of these events could have an adverse effect on the future business, financial condition and results of operations of ANGI Homeservices.

Unauthorized access to personal data could give rise to liabilities as a result of governmental regulations and legal requirements, and compliance with laws designed to prevent unauthorized access of personal data could be costly.

        Security breaches or other unauthorized access to, or the use or transmission of, personal consumer and service professional information could result in a variety of claims against ANGI Homeservices, including privacy-related claims. There are numerous laws and regulations in the countries in which ANGI Homeservices businesses will operate regarding privacy and the storage, sharing, use, processing, disclosure and protection of personal information. The scope and subject matter of these laws and regulations have changed considerably in the recent past and are expected to continue to evolve, and likely expand, in the future. In 2016, the European Commission adopted the General Data Protection Regulation, a comprehensive European Union privacy and data protection reform that is expected to become effective in May 2018. In addition, the potential exit from the European Union by the United Kingdom could result in the application of new data privacy and protection laws and standards to ANGI Homeservices' operations in the United Kingdom and the handling of personal data of consumers located in the United Kingdom. At the same time, certain developing countries are also currently considering adopting privacy and data protection laws and regulations and legislative proposals concerning privacy and the protection of consumer information are pending before the U.S. Congress and various U.S. state legislatures.

        Any failure or perceived failure by ANGI Homeservices (or the third parties with whom it contracts to store personal consumer and service professional information) to comply with applicable privacy and security laws, policies or related contractual obligations or any compromise of security that results in unauthorized access to or acquisition or use of personal consumer or service provider information could result in governmental enforcement actions, significant fines, litigation, claims of breach of contract and indemnity by third parties and adverse publicity. In the case of such an event, the reputation of ANGI Homeservices and its businesses could be harmed, it could lose consumers and service professionals and the competitive positions of its various brands could be diminished, any or all of which could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

        Lastly, compliance with the numerous laws and regulations in the countries in which ANGI Homeservices businesses will operate regarding privacy and the storage, sharing, use, processing, disclosure and protection of personal data could be costly, particularly if, as expected, these laws and regulations continue to evolve and become more comprehensive in scope or require changes to the information technology operations of ANGI Homeservices. If these costs are significant, the business, financial condition and results of operations of ANGI Homeservices could be adversely affected.

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ANGI Homeservices will be subject to a number of risks related to credit card payments, including data security breaches and fraud that ANGI Homeservices or third parties may experience, as well as additional regulation, any of which could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

        The HomeAdvisor Business and Angie's List have historically accepted, and after completion of the Transactions, ANGI Homeservices will continue to accept, payments (including recurring payments) from service professionals and members, as applicable, primarily through credit and debit card transactions. The ability to access credit card information on a real-time basis without having to proactively reach out to service professionals and members to process these payments will be critical to the success of ANGI Homeservices' businesses.

        When ANGI Homeservices or a third party experiences a data security breach involving credit card information, affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the more sizable the third party's customer base and the greater the number of credit card accounts impacted, the more likely it is that users of ANGI Homeservices would be impacted by such a breach. To the extent ANGI Homeservices users are ever affected by such a breach experienced by ANGI Homeservices or a third party, affected users would need to be contacted to obtain new credit card information and process any pending payments. It is likely that ANGI Homeservices would not be able to reach all affected service professionals and members, and even if it could, some new credit card information may not be obtained and some pending payments may not be processed, which could adversely affect ANGI Homeservices' business, financial condition and results of operations.

        Even if service professionals and members are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit cards online and choose alternative payment methods that are not as convenient for ANGI Homeservices or restrict its ability to process payments without significant effort by the applicable service professionals or members.

        The ability of ANGI Homeservices to access credit card information on a real-time basis without having to proactively reach out to service professionals and members could also be adversely impacted by increases in various fees charged by credit card companies and processors (such as transaction, interchange, chargeback and/or other fees), the malfunction of credit card billing systems and software and non-compliance with applicable payment card association operating rules, certification requirements and rules governing electronic funds transfers, including the Payment Card Industry Data Security Standard ("PCI DSS"), a security standard with which companies that collect, store or transmit certain data related to credit and debit cards, credit and debit card holders and credit and debit card transactions are required to comply. If ANGI Homeservices fails to adequately prevent fraudulent credit card transactions and comply with the PCI DSS, it could face litigation, fines, governmental enforcement action, civil liability, diminished public perception of its security measures, significantly higher credit card-related costs and substantial remediation costs, any of which could adversely affect its business, financial condition and results of operations.

        Finally, the passage or adoption of any legislation or regulation affecting the ability of service providers to periodically charge consumers for recurring membership payments could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

ANGI Homeservices may fail to adequately protect its intellectual property rights or may be accused of infringing the intellectual property rights of third parties.

        The HomeAdvisor Business and Angie's List have relied, and after the completion of the Transactions ANGI Homeservices will rely, heavily upon its trademarks and related domain names and logos to market its brands and to build and maintain brand loyalty and recognition, as well as upon

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trade secrets. For example, the HomeAdvisor Business and Angie's List have generally registered, and will continue to apply to register and renew, or secure by contract where appropriate, trademarks and service marks as they are developed and used, and reserve, register and renew domain names as deemed appropriate. Effective trademark protection may not be available or may not be sought in every country in which products and services are made available, and contractual disputes may affect the use of marks governed by private contracts. Similarly, not every variation of a domain name may be available or be registered, even if available.

        The HomeAdvisor Business and Angie's List also rely, and after the completion of the Transactions ANGI Homeservices will rely, on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect their various intellectual property rights.

        The HomeAdvisor Business generally seeks to apply for patents or for other similar statutory protections as and if it deems appropriate, based on then-current facts and circumstances, and after the completion of the Transactions ANGI Homeservices may continue to do so in the future. No assurances can be given that any patent application that the HomeAdvisor Business has filed (or that ANGI Homeservices may file) will result in a patent being issued, or that any existing or future patents will afford adequate protection against competitors and similar technologies. In addition, no assurances can be given that third parties will not create new products or methods that achieve similar results without infringing upon patents owned by the HomeAdvisor Business or ANGI Homeservices after completion of the Transactions. Angie's List does not have any patents or pending patent applications.

        Despite these measures, the intellectual property rights of the HomeAdvisor Business and Angie's List may still not be protected in a meaningful manner, challenges to contractual rights could arise or third parties could copy or otherwise obtain and use the intellectual property of the HomeAdvisor Business or of Angie's List without authorization. The occurrence of any of these events could result in the erosion of the HomeAdvisor and the Angie's List brands and limitations on the ability of the HomeAdvisor Business and Angie's List, or after the completion of the Transactions of ANGI Homeservices, to control marketing on or through the internet using its various domain names, as well as impede its ability to effectively compete against competitors with similar technologies, any of which could adversely affect ANGI Homeservices' business, financial condition and results of operations.

ANGI Homeservices will face a number of risks in connection with its international operations.

        Angie's List operates primarily within the United States. However, the HomeAdvisor Business has historically operated in various jurisdictions and, following the completion of the Transactions, ANGI Homeservices will own and operate businesses in France, the Netherlands, Italy, Germany, Austria, the United Kingdom and Canada under various regional brands. ANGI Homeservices intends to seek to establish strategic control and market leadership for these brands through significant investments in marketing, sales forces and product innovation, which may not be successful or cost-effective. ANGI Homeservices also intends to seek to expand into additional European and select other jurisdictions in the future, both through acquisitions and organic growth.

        Acquiring, operating and building brands and businesses abroad, particularly in jurisdictions where ANGI Homeservices has limited experience, will involve a number of additional risks, including:

    operational and compliance challenges caused by distance, language and cultural differences;

    difficulties in staffing and managing international operations;

    differing levels of social and technological acceptance of online services (or lack of acceptance of them) generally, as well as home services offerings specifically;

    foreign currency fluctuations;

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    restrictions on the transfer of funds among countries and back to the United States and costs associated with repatriating funds to the United States;

    differing and potentially adverse tax laws;

    multiple, conflicting and changing laws, rules and regulations, and difficulties understanding and ensuring compliance with those laws by employees and business partners over whom ANGI Homeservices will exert no control;

    compliance challenges due to different laws and regulatory environments, particularly in the case of privacy and data security;

    competitive environments that favor local businesses;

    limitations on the level of intellectual property protection; and

    trade sanctions, political unrest, terrorism, war and epidemics or the threat of any of these events.

        The occurrence of any or all of the events described above could adversely affect the business, financial condition and results of operations of ANGI Homeservices.

ANGI Homeservices faces operational and financial risks in connection with any future acquisitions.

        The HomeAdvisor Business has made numerous acquisitions in the past and ANGI Homeservices expects to seek potential acquisition candidates to expand its business in the future. ANGI Homeservices may experience operational and financial challenges in connection with historical and future acquisitions if it is unable to:

    properly value prospective acquisitions, especially those with limited operating histories;

    successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with its existing operations and systems;

    successfully identify and realize potential synergies among acquired and existing business;

    retain or hire senior management and other key personnel at acquired businesses; and

    successfully manage acquisition-related strain on its management, operations and financial resources.

        Furthermore, ANGI Homeservices may not be successful in addressing other challenges it may encounter in connection with acquisitions. The anticipated benefits of one or more historical and/or future acquisitions may not be realized or the value of goodwill and other intangible assets acquired could be impacted by one or more continuing unfavorable events or trends, which could result in significant impairment charges. The occurrence of any these events could have an adverse effect on the business, financial condition and results of operations of ANGI Homeservices.

ANGI Homeservices may enter into a credit agreement which contains affirmative, negative and financial covenants that may limit its flexibility in operating its businesses.

        ANGI Homeservices currently intends to enter into a credit agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A. as administrative agent and certain lenders after the Closing. The Credit Agreement is expected to provide for a five-year term loan A facility not to exceed $275 million, and to be guaranteed by ANGI Homeservice's wholly owned material domestic subsidiaries. It is expected to be secured by substantially all assets of ANGI Homeservices and the guarantors, subject to certain exceptions to be agreed. The proceeds of the Credit Agreement, if any, are expected to be used

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to repay indebtedness outstanding to IAC and its subsidiaries, to pay fees and expenses in connection with the Merger and for general corporate purposes, including working capital and dividends. While ANGI Homeservices currently intends to enter into the Credit Agreement, it may determine not to do so. If ANGI Homeservices were to enter into the Credit Agreement following the Closing, the Credit Agreement is expected to contain affirmative, negative and financial covenants that could limit the manner in which ANGI Homeservices conducts its business, and ANGI Homeservices may be unable to expand or fully pursue its business strategies, engage in favorable business activities, or finance future operations or capital needs. ANGI Homeservices' ability to comply with the covenants under the Credit Agreement may be affected by events beyond its control, and it may not be able to comply with those covenants. A breach of any of the covenants contained in the Credit Agreement could result in a default under the Credit Agreement, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable. If ANGI Homeservices is unable to generate sufficient cash to repay its debt obligations under the Credit Agreement when they become due and payable, either as when such obligations become due, when they mature, or in the event of a default, ANGI Homeservices may not be able to obtain additional debt or equity financing on favorable terms, if at all, which may negatively impact its business, financial condition and results of operations.

ANGI Homeservices will depend on its key personnel.

        ANGI Homeservices' future success will depend upon its ability to identify, hire, develop, motivate and retain highly skilled individuals, with the contributions of its senior management being especially critical to its success. Competition for well-qualified employees is intense and ANGI Homeservices' ability to compete effectively will depend, in part, upon its ability to attract new employees and retain existing employees of the HomeAdvisor Business and Angie's List. While the HomeAdvisor Business and Angie's List have established, and ANGI Homeservices will establish, programs to attract new employees and provide incentives to retain existing employees, particularly senior management, ANGI Homeservices can provide no assurances that it will be able to attract new employees or retain the services of senior management or any other key employees in the future. Effective succession planning is also important to ANGI Homeservices' future success. If ANGI Homeservices fails to ensure the effective transfer of senior management knowledge and smooth transitions involving senior management across its various businesses, its ability to execute short- and long-term strategic, financial and operating goals, as well as its business, financial condition and results of operations generally, could be adversely affected.

ANGI Homeservices may be subject to litigation, and adverse outcomes in such litigation could have an adverse effect on its business, financial condition and results of operations.

        Angie's List and the HomeAdvisor Business have historically been, and ANGI Homeservices following the completion of the Transactions may from time to time become, subject to litigation and various legal proceedings, including litigation and proceedings related to intellectual property matters and privacy and consumer protection laws, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to their businesses or operations. The defense of these actions may be both time consuming and expensive. ANGI Homeservices will evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, ANGI Homeservices may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as and when required or appropriate. These assessments and estimates will be based on information available to management at the time of such assessment or estimation and will involve a significant amount of judgment. As a result, actual outcomes or losses could differ materially from initial assessments and estimates. ANGI Homeservices' failure to successfully defend or settle any litigation or other legal proceeding could result in liability that, to the extent not covered by its insurance, could have an adverse effect on its business, financial condition and results of operations.

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ANGI Homeservices' amended and restated bylaws will provide that a state or federal court within Delaware will be the sole and exclusive forum for certain disputes between ANGI Homeservices and its stockholders, which could limit stockholders' ability to obtain the judicial forum of their choice for disputes with ANGI Homeservices or its current or former directors, officers or employees.

        The amended and rested bylaws of ANGI Homeservices will provide that unless ANGI Homeservices consents in writing to the selection of an alternative forum, a state court within the State of Delaware (or, if no state court located within Delaware has jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for all of the following: (i) any derivative action or proceeding brought on behalf of ANGI Homeservices, (ii) any action asserting a claim for or based on breach of fiduciary duty owed by any current or former director or officer or other employee of ANGI Homeservices to ANGI Homeservices or to its stockholders, (iii) any action asserting a claim against ANGI Homeservices or any of its current or former directors, officers, or other employees pursuant to the DGCL, its certificate of incorporation, its bylaws, (iv) any action asserting a claim relating to or involving ANGI Homeservices that is governed by the internal affairs doctrine, or (v) any action asserting an "internal corporate claim," as defined under the DGCL.

        The choice of forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with ANGI Homeservices or its current or former directors, officers or other employees, which may discourage such lawsuits against ANGI Homeservices and its current or former directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in ANGI Homeservices' amended and restated bylaws to be inapplicable or unenforceable in an action, ANGI Homeservices may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, results of operations, and financial condition.

Risks Related to ANGI Homeservices' Ongoing Relationship with IAC Following the Completion of the Transactions

Following the completion of the Transactions, IAC will continue to control a substantial majority of the voting power of ANGI Homeservices common stock and will have the ability to control the direction of the business of ANGI Homeservices.

        Following the completion of the Transactions, IAC is expected to hold Class B shares of ANGI Homeservices that, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock, depending on the number of Angie's List stockholders that elect to receive Cash Consideration. As long as IAC owns shares of the capital stock of ANGI Homeservices that represent a majority of the combined voting power of the outstanding capital stock of ANGI Homeservices, with limited exceptions for certain class votes, IAC will be able to control any corporate action that requires a vote of ANGI Homeservices stockholders, regardless of the vote of any other ANGI Homeservices stockholder. As a result, IAC will have the ability to control significant corporate activities of ANGI Homeservices following the completion of the Transactions, including the following:

    the election of the ANGI Homeservices board of directors (subject to the provisions of the Investor Rights Agreement concerning two ANGI-Designated Directors, as further described in the section entitled "Ancillary Agreements—Investor Rights Agreement") and, through the ANGI Homeservices board of directors, decision-making with respect to its business direction and policies, including the appointment and removal of its officers;

    acquisitions or dispositions of businesses or assets, mergers or other business combinations;

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    issuances of shares of Class A common stock, Class B common stock and Class C common stock;

    corporate opportunities that may be suitable for ANGI Homeservices and IAC, subject to the corporate opportunity provisions in the amended and restated certificate of incorporation of ANGI Homeservices, as further described in the section entitled "Description of ANGI Homeservices Capital Stock";

    the financing or capitalization activities of ANGI Homeservices, including the issuance of additional debt and equity securities, or the incurrence of other indebtedness generally;

    the payment of dividends; and

    the number of shares available for issuance under future equity incentive plans of ANGI Homeservices for prospective and existing employees.

This voting control will limit the ability of other stockholders to influence corporate matters and, as a result, ANGI Homeservices may take actions that stockholders other than IAC do not view as beneficial. This voting control may also discourage transactions involving a change of control of ANGI Homeservices, including transactions in which holders of Class A shares might otherwise receive a premium for their shares.

        Even if IAC owns shares of ANGI Homeservices' capital stock that represent less than a majority of the combined voting power of the outstanding capital stock of ANGI Homeservices, so long as IAC owns shares representing a significant percentage of the combined voting power of ANGI Homeservices stockholders, IAC will have the ability to exert substantial influence on, and may even effectively control, these significant corporate activities.

        In addition, pursuant to the Investor Rights Agreement that ANGI Homeservices will enter into with IAC prior to the Closing, IAC will have the right to maintain its level of ownership in ANGI Homeservices to the extent ANGI Homeservices issues additional shares of its capital stock in the future and, pursuant to the Employee Matters Agreement that ANGI Homeservices will enter into with IAC prior to the Closing, IAC may receive payment for certain compensation expenses through receipt of additional shares of stock of ANGI Homeservices. For a more complete summary of these agreements with IAC, see the section entitled "Ancillary Agreements."

        Until such time as IAC no longer controls or has the ability to exert substantial influence on ANGI Homeservices, ANGI Homeservices will continue to face the risks described in this "Risk Factors" section relating to IAC's control of ANGI Homeservices and the potential conflicts of interest between IAC and ANGI Homeservices.

The amended and restated certificate of incorporation of ANGI Homeservices could prevent it from benefiting from corporate opportunities that might otherwise have been available to ANGI Homeservices.

        The amended and restated certificate of incorporation of ANGI Homeservices will include a "corporate opportunity" provision pursuant to which ANGI Homeservices renounces any interests or expectancy in any potential transaction or matter that may constitute a corporate opportunity for both IAC and ANGI Homeservices. This provision also includes a disclaimer that states that ANGI Homeservices recognizes that (i) any of its directors or officers who are also officers, directors, employees or other affiliates of IAC or its affiliates (other than ANGI Homeservices and its subsidiaries) and (ii) IAC itself will have no duty to offer or communicate information regarding such a corporate opportunity to ANGI Homeservices. Generally, neither IAC nor the officers or directors of ANGI Homeservices who are also officers or directors of IAC or its affiliates will be liable to ANGI Homeservices or any of its stockholders for breach of any fiduciary duty by reason of the fact that any such person pursues or acquires any corporate opportunity for the account of IAC or any of its

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affiliates, directs or transfers such corporate opportunity to IAC or any of its affiliates, or does not communicate information regarding such corporate opportunity to ANGI Homeservices. The corporate opportunity provision may exacerbate conflicts of interest between IAC and ANGI Homeservices because the provision effectively permits one of the directors or officers of ANGI Homeservices who also serves as a director or officer of IAC to choose to direct a corporate opportunity to IAC instead of to ANGI Homeservices.

IAC's interests may conflict with the interests of ANGI Homeservices and the interests of the other stockholders of ANGI Homeservices. Conflicts of interest between IAC and ANGI Homeservices could be resolved in a manner unfavorable to ANGI Homeservices and the other stockholders of ANGI Homeservices.

        Various conflicts of interest between ANGI Homeservices and IAC could arise following the completion of the Transactions. It is expected that upon the completion of the Transactions, five of ten of the directors of ANGI Homeservices will be individuals who are currently (and are intended to remain) directors or executive officers of IAC or officers of its subsidiaries. Ownership interests of directors or officers of IAC in the stock of ANGI Homeservices, the ownership of Class B shares of ANGI Homeservices by IAC, and ownership interests of the directors and officers of ANGI Homeservices in the stock of IAC, or a person's service as either a director or officer of both companies, could create or appear to create potential conflicts of interest when those directors and officers are faced with decisions relating to ANGI Homeservices. These decisions could include:

    corporate opportunities;

    the impact that operating decisions for ANGI Homeservices' business may have on IAC's consolidated financial statements;

    the impact that operating or capital decisions (including the incurrence of indebtedness) for ANGI Homeservices' business may have on IAC's current or future indebtedness or the covenants under that indebtedness;

    business combinations involving ANGI Homeservices;

    the dividend policy of ANGI Homeservices;

    management stock ownership; and

    the intercompany services and agreements between IAC and ANGI Homeservices.

Potential conflicts of interest could also arise if ANGI Homeservices decides to enter into any new commercial arrangements with IAC in the future or in connection with IAC's desire to enter into new commercial arrangements with third parties. Additionally, IAC may be constrained by the terms of its debt instruments from taking actions, or permitting ANGI Homeservices to take actions that may be in the best interests of ANGI Homeservices.

        Furthermore, disputes may arise between IAC and ANGI Homeservices relating to past relationships with the HomeAdvisor Business and ongoing relationships with ANGI Homeservices, and these potential conflicts of interest may make it more difficult for ANGI Homeservices to favorably resolve such disputes, including those related to:

    tax, employee benefit, indemnification and other matters arising from the Transactions;

    the nature, quality and pricing of services IAC agrees to provide to ANGI Homeservices;

    sales or other disposal by IAC of all or a portion of its ownership interest in ANGI Homeservices; and

    business combinations involving ANGI Homeservices.

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ANGI Homeservices may not be able to resolve any potential conflicts, and even if it does, the resolution may be less favorable to ANGI Homeservices than if it were dealing with an unaffiliated third party. While ANGI Homeservices is controlled by IAC, it may not have the leverage to negotiate amendments to these agreements, if required, on terms as favorable to ANGI Homeservices as those it would negotiate with an unaffiliated third party.

ANGI Homeservices will be a "controlled company" as defined in the NASDAQ Rules, and will rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

        Upon completion of the Transactions, IAC will continue to own more than 50% of the combined voting power of the share capital of ANGI Homeservices, which will thus be a "controlled company" under the rules and regulations of NASDAQ (the "NASDAQ Rules"). As a "controlled company," ANGI Homeservices will be exempt from the obligation to comply with certain NASDAQ Rules related to corporate governance, including the following requirements for which ANGI Homeservices expects to avail itself of the "controlled company" exemption:

    that a majority of the board of directors of ANGI Homeservices be "independent directors," as defined under the NASDAQ Rules; and

    that the ANGI Homeservices board of directors have a nominating/governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

        Accordingly, for so long as ANGI Homeservices is a "controlled company," to the extent it avails itself of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NASDAQ Rules. For further details, see the section entitled "Corporate Governance of ANGI Homeservices Following the Merger."

In order to preserve the ability of IAC to distribute its shares of the capital stock of ANGI Homeservices on a tax-free basis, ANGI Homeservices may be prevented from pursuing opportunities to raise capital, acquire other businesses or provide equity incentives to its employees, which could hurt its ability to grow.

        Under current laws, IAC must retain beneficial ownership of at least 80% of the combined voting power and 80% of each class of non-voting capital stock, if any is outstanding, in order to effect a tax-free distribution of ANGI Homeservices shares held by IAC to IAC stockholders. IAC has advised ANGI Homeservices that it does not have any present intention or plans to undertake such a tax-free distribution. However, IAC currently intends to use its majority voting interest in ANGI Homeservices to retain its ability to engage in such a transaction. This intention may cause IAC not to support transactions that ANGI Homeservices wishes to pursue that involve issuing shares of ANGI Homeservices common stock, including for capital-raising purposes, as consideration for an acquisition or as equity incentives to its employees. The inability to pursue such transactions may adversely affect the business, financial condition and results of operations of ANGI Homeservices.

The agreements between ANGI Homeservices and IAC will require ANGI Homeservices to indemnify IAC for certain tax liabilities and may limit ANGI Homeservices' ability to engage in desirable strategic or capital-raising transactions, including following any distribution by IAC of the capital stock of ANGI Homeservices to IAC stockholders.

        Prior to or at the Effective Time, ANGI Homeservices will enter into a Tax Sharing Agreement with IAC. Under the Tax Sharing Agreement, ANGI Homeservices generally will be responsible and will be required to indemnify IAC for (i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or its subsidiaries that includes ANGI Homeservices or any of its subsidiaries to the extent attributable to ANGI Homeservices or any of its subsidiaries (including certain taxes attributable to ANGI Homeservices, HomeAdvisor (US), HomeAdvisor (International),

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each of their respective subsidiaries and each other entity that is a direct or indirect subsidiary of ANGI Homeservices as of the Effective Time, other than Angie's List and its subsidiaries (which are collectively referred to as the "HomeAdvisor Entities") for taxable periods (or portions thereof) ending on or before the Effective Time), as determined under the Tax Sharing Agreement, and (ii) all taxes imposed with respect to any consolidated, combined, unitary or separate tax returns of ANGI Homeservices or any of its subsidiaries. To the extent IAC failed to pay taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or one of its subsidiaries that includes ANGI Homeservices or any of its subsidiaries, the relevant taxing authority could seek to collect such taxes (including taxes for which IAC is responsible under the Tax Sharing Agreement) from ANGI Homeservices or its subsidiaries.

        As of the date of this proxy statement/prospectus, IAC does not have a present plan or intention to undertake a tax-free spin-off of its interest in ANGI Homeservices. Under the Tax Sharing Agreement, ANGI Homeservices generally will be responsible for any taxes and related amounts imposed on IAC or ANGI Homeservices (or their respective subsidiaries) that arise from the failure of a future spin-off of IAC's retained interest in ANGI Homeservices to qualify as a transaction that is generally tax-free, for U.S. federal income tax purposes, under Section 368(a)(1)(D) and/or Section 355 of the Internal Revenue Code of 1986, as amended, or the Code, to the extent that the failure to so qualify is attributable to (i) a breach of the relevant representations and covenants made by ANGI Homeservices in the Tax Sharing Agreement or any representation letter provided in support of any tax opinion or ruling obtained by IAC with respect to the U.S. federal income tax treatment of such spin-off, (ii) an acquisition of ANGI Homeservices' equity securities or assets or (iii) any other action or failure to act by ANGI Homeservices after any such spin-off.

        To preserve the tax-free treatment of any potential future spin-off by IAC of its interest in ANGI Homeservices, the Tax Sharing Agreement will restrict ANGI Homeservices and its subsidiaries, for the two-year period following any such spin-off, except in specific circumstances, from: (i) entering into any transaction pursuant to which ANGI Homeservices stock would be acquired above a certain threshold, (ii) merging, consolidating or liquidating, (iii) selling or transferring assets above certain thresholds, (iv) redeeming or repurchasing stock (with certain exceptions), (v) altering the voting rights of ANGI Homeservices stock, (vi) taking or failing to take any other action inconsistent with representations or covenants in any tax opinion or private letter ruling document or (vii) ceasing to engage in any active trade or business as defined in the Code.

        The indemnity obligations and other limitations under the Tax Sharing Agreement could have an adverse effect on the business, financial condition and results of operations of ANGI Homeservices. For a more complete description of the Tax Sharing Agreement, see the section entitled "Ancillary Agreements—Tax Sharing Agreement."

Future sales or distributions of ANGI Homeservices shares by IAC could depress the price of Class A shares of ANGI Homeservices.

        After the completion of the Transactions, IAC will have the right to sell or distribute to its stockholders all or a portion of the Class B shares of ANGI Homeservices that IAC holds or Class A shares into which the Class B shares are convertible, including pursuant to one or more registration statements under the Securities Act that IAC may require ANGI Homeservices to file or pursuant to Rule 144 promulgated under the Securities Act (after the applicable holding period) or otherwise. Although as of the date of this proxy statement/prospectus IAC has advised ANGI Homeservices that it does not have any present intention or plans to undertake such a sale or distribution, sales by IAC in the public market or distributions to its stockholders of substantial amounts of ANGI Homeservices stock in the form of Class A shares or Class B shares, or the filing by ANGI Homeservices of a registration statement relating to a sale or other disposition by IAC of a substantial amount of ANGI Homeservices stock, could depress the price of the ANGI Homeservices Class A shares.

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        In addition, IAC will have the right, subject to certain conditions, to include its shares in other registration statements that ANGI Homeservices may file. If IAC exercises these registration rights and sells all or a portion of its shares of capital stock of ANGI Homeservices, the price of the ANGI Homeservices Class A common stock could decline.

The services that IAC will provide to ANGI Homeservices following the completion of the Transactions may not be sufficient to meet its needs, which may result in increased costs and otherwise adversely affect its business.

        Historically, IAC has provided the HomeAdvisor Business with significant corporate and shared services related to corporate functions such as executive oversight, risk management, information technology, accounting, audit, legal, investor relations, tax, treasury and other services. Following completion of the Transactions, ANGI Homeservices expects IAC to continue to provide many of these services in exchange for the fees specified in the Services Agreement, as further described in the section entitled "Ancillary Agreements—Services Agreement." IAC will not be obligated to provide these services in a manner that differs from the nature of the services provided to the HomeAdvisor Business during the 12 months prior to the Closing Date, and thus ANGI Homeservices may not be able to modify these services in a manner desirable to it as a standalone public company. Further, if ANGI Homeservices no longer receives these services from IAC due to the termination of the Services Agreement or otherwise, it may not be able to perform these services itself, or find appropriate third-party arrangements at a reasonable cost, and the cost may be higher than that charged by IAC.

Risks Related to an Investment in Class A Shares of ANGI Homeservices

The multiclass structure of the capital stock of ANGI Homeservices has the effect of concentrating voting control with holders of its Class B shares and limiting the ability of the holders of Class A shares to influence corporate matters.

        Each Class B share of ANGI Homeservices has ten votes per share, and each Class A share has one vote per share. Angie's List stockholders who receive the Share Consideration in the Merger will receive Class A shares. Class C shares do not have any voting rights except as required by the laws of Delaware, in which case, each Class C share will have one one-hundredth (1/100) of a vote per share. Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock. There will be no shares of Class C common stock outstanding immediately following the completion of the Transactions.

        Due to the ten-to-one voting ratio between the Class B shares and the Class A shares, IAC, as the holder of all of the outstanding Class B shares, will continue to control a substantial majority of the combined voting power of the capital stock of ANGI Homeservices immediately following the completion of the Transactions, and the holders of the outstanding Class B shares in the future may continue to control a majority of the combined voting power of the capital stock of ANGI Homeservices even if and when the outstanding Class B shares represent a small minority of the total outstanding equity of ANGI Homeservices. In addition, because the Class C common stock carries no voting rights (except as required by applicable law), the issuance of Class C shares, including in future

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stock-based acquisition transactions and to fund employee equity incentive programs, could prolong the duration of IAC's current relative ownership of the voting power of ANGI Homeservices and IAC's ability to elect the ANGI Homeservices directors and determine the outcome of most matters submitted to a vote of ANGI Homeservices stockholders. This concentrated control will significantly limit the ability of holders of Class A shares to influence corporate matters.

The difference in the voting rights of the Class A common stock and the Class B common stock may harm the value and liquidity of the Class A common stock.

        The holders of Class B common stock will be entitled to ten votes per share and the holders of the Class A common stock will be entitled to one vote per share. The difference in the voting rights of the Class A common stock and the Class B common stock could harm the value of the Class A common stock to the extent that any investor or potential future purchaser of Class A common stock ascribes value to the right of the holders of the Class B common stock to ten votes per share. The existence of two classes of common stock with voting rights could result in less liquidity for either class of stock than if there were only one class of ANGI Homeservices common stock. See the section entitled "Description of ANGI Homeservices Capital Stock" for descriptions of the Class A common stock and the Class B common stock and the rights associated with each.

An active trading market for the Class A shares of ANGI Homeservices may not develop, and the absence of a reliably liquid market may make it difficult for stockholders to sell their Class A shares and may negatively impact the prices at which Class A shares can be sold.

        Prior to the completion of the Transactions, there will have been no public market for the Class A shares. ANGI Homeservices cannot predict the extent to which investor interest in its Class A shares will lead to the development of an active trading market on NASDAQ or how liquid that market might become following the completion of the Transactions. If liquidity and trading volume in the market for Class A shares of ANGI Homeservices is low following the Transactions, this could adversely impact the trading price of Class A shares, the ability of ANGI Homeservices to issue additional stock in the future and the ability of ANGI Homeservices stockholders to sell their Class A shares at attractive prices if and when desired. Additionally, as of August 23, 2017, ownership of approximately 59% of the outstanding Angie's List common stock was concentrated among a relatively small group of institutional stockholders (excluding shares beneficially owned by Mr. Semler), as further described in the section entitled "Security Ownership of Certain Beneficial Owners and Management of Angie's List." As such, assuming all such stockholders receive the Share Consideration in the Merger, ownership of the outstanding Class A shares of ANGI Homeservices immediately following the Merger will be similarly concentrated. Concentrated ownership of Class A shares may make an active, liquid public market less likely to develop, and less likely that a reliably liquid market will be sustained in the future. An active, liquid public market for the Class A shares of ANGI Homeservices may not develop or be sustained after the completion of the Transactions. If an active public market does not develop or is not sustained, it may be difficult for holders of Class A shares of ANGI Homeservices to sell their shares at a price that is attractive to them, or at all.

The market price of ANGI Homeservices Class A shares may be volatile, and the value of the Class A shares could materially decline.

        Holders of Class A shares may not be able to sell their shares at or above the price at which they purchased the shares of Angie's List common stock that are converted into Class A shares of ANGI Homeservices in the Merger. The price of Angie's List common stock has fluctuated materially from time to time, and the price of ANGI Homeservices Class A shares may fluctuate materially following the completion of the Merger. ANGI Homeservices cannot predict the prices at which its Class A shares will trade in any future period. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies. These broad market and industry factors may materially harm

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the market price of the Class A shares, regardless of ANGI Homeservices' operating performance. In addition, the Class A share price may be dependent upon the valuations and recommendations of the analysts who cover ANGI Homeservices, and if its results do not meet the analysts' forecasts and expectations, the Class A share price could decline as a result of analysts lowering their valuations and recommendations or otherwise.

Future sales of Class A shares in the public market could cause volatility in the price of the Class A shares or cause the share price to fall.

        Sales of a substantial number of Class A shares in the public market, or the perception that these sales might occur, could depress the market price of the Class A shares, and could impair ANGI Homeservices' ability to raise capital through the sale of additional equity securities. It is possible that a number of Angie's List stockholders who receive the Share Consideration in the Merger may seek to sell a substantial number of Class A shares of ANGI Homeservices shortly after the completion of the Merger, and a high volume of sales or attempted sales within a short period of time, if it were to occur, is likely to negatively impact the price at which Class A shares trade.

The Class A shares to be received by Angie's List stockholders in connection with the Merger will have different rights from the Angie's List common stock.

        Upon consummation of the Merger, Angie's List stockholders that receive the Share Consideration in the Merger will become ANGI Homeservices' stockholders and their rights as stockholders will be governed by the amended and restated certificate of incorporation and the amended and restated bylaws of ANGI Homeservices and Delaware law. The existing rights associated with Angie's List common stock are different from the rights associated with ANGI Homeservices common stock. For more information, see the sections entitled "Description of ANGI Homeservices Capital Stock" and "Comparison of the Rights of Angie's List Stockholders and Holders of Class A Shares of ANGI Homeservices."

ANGI Homeservices may not pay any cash dividends for the foreseeable future and there can be no assurances that investors will realize gains on the Class A shares.

        ANGI Homeservices has never declared or paid cash dividends on its capital stock, and ANGI Homeservices has not yet determined whether, when and in what amounts it may pay cash dividends on its Class A common stock, Class B common stock or Class C common stock (if any is then-outstanding) in the future. Any determination to pay dividends in the future will be at the discretion of the ANGI Homeservices board of directors and will depend upon results of operations, financial condition, contractual restrictions, and any future indebtedness it may incur, restrictions imposed by applicable law and other factors the ANGI Homeservices board of directors deems relevant. See the section entitled "The Transactions—Dividend Policy of ANGI Homeservices." There can be no assurances regarding the prices at which Class A shares will trade following the Merger, and the realization of any gains on the Class A shares by investors will depend on the price at which the Class A shares can be sold in the marketplace.

Provisions in the amended and restated certificate of incorporation and bylaws of ANGI Homeservices or Delaware law may discourage, delay or prevent a change of control of ANGI Homeservices or changes in its management and, therefore, depress the trading price of the Class A shares.

        Delaware corporate law and the amended and restated certificate of incorporation and bylaws of ANGI Homeservices contain provisions that could discourage, delay or prevent a change in control of

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ANGI Homeservices or changes in its management that the stockholders of ANGI Homeservices may deem advantageous, including provisions which:

    authorize the issuance of "blank check" preferred stock that the board of directors of ANGI Homeservices could issue to increase the number of outstanding shares and to discourage a takeover attempt;

    limit the ability of ANGI Homeservices stockholders to call special meetings of stockholders;

    provide that certain litigation against ANGI Homeservices can only be brought in Delaware; and

    provide that the ANGI Homeservices board of directors is expressly authorized to make, alter or repeal the bylaws of ANGI Homeservices.

Any provision of the amended and restated certificate of incorporation and bylaws of ANGI Homeservices or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for the ANGI Homeservices stockholders to receive a premium for their Class A shares, and could also affect the price that some investors are willing to pay for the Class A shares.

The multiclass structure of the capital stock of ANGI Homeservices may render the Class A shares ineligible for inclusion in certain stock market indices, including the S&P Composite 1500 and its component indices and all indices managed by FTSE Russell. Exclusion from these and potentially other stock market indices may adversely affect the price and liquidity of the Class A shares.

        Recently, certain operators of U.S. stock market indices have announced plans or adopted policies to exclude equity securities of companies with multiple classes of outstanding publicly traded equity securities and/or companies with outstanding classes of publicly traded equity securities that have no voting rights (or "low" voting rights, relative to another outstanding class of equity securities) from their stock indices. On July 26, 2017, FTSE Russell, which manages multiple stock market indices (including many in the United States) and is wholly owned by the London Stock Exchange Group, published a proposal to exclude from the indices it manages any company with 5% or less of its voting rights (aggregated across all of its equity securities, including those that are not listed or trading) held by "unrestricted (free-float) shareholders as defined by FTSE Russell." Following the Closing, IAC is expected to hold approximately 98% of the total voting power of ANGI Homeservices common stock, and as such ANGI Homeservices Class A shares may not be eligible for inclusion in any indices managed by FTSE Russell. Similarly, on July 31, 2017, S&P Dow Jones Indices announced that it planned to exclude companies with multiple share class structures (which would include ANGI Homeservices) from being added to the S&P Composite 1500 and its component indices. In addition, similar policies may be announced or implemented in the future by other operators of stock market indices. Absent a change in the total voting power in ANGI Homeservices represented by the Class A shares (including as a result of any voluntary conversion by IAC of its Class B shares to Class A shares), any such changes in policy or index selection criteria could render the Class A shares ineligible for inclusion in other stock market indices. Exclusion from stock market indices could adversely affect the price and reduce the liquidity and demand for the Class A shares.

Other Risks Related to the Businesses of Angie's List

        In addition to the risks described above, you should read and consider the risk factors specific to the businesses of Angie's List, which are also expected to affect ANGI Homeservices following the completion of the Transactions. These risks are described in Angie's List's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed by Angie's List, all of which are or will be filed with the SEC and are incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

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ANGIE'S LIST SPECIAL MEETING OF STOCKHOLDERS

        This section contains information about the special meeting of Angie's List stockholders that has been called to consider and adopt the Merger Agreement, to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger, and to approve the adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement.

        This proxy statement/prospectus is being furnished to the stockholders of Angie's List in connection with the solicitation of proxies by the Angie's List board for use at the special meeting. Angie's List is first mailing this proxy statement/prospectus and accompanying proxy card to its stockholders on or about August 30, 2017.

Date, Time and Place

        The special meeting will be held on Friday, September 29, 2017, at 10:00 a.m. Eastern time at The Alexander, 333 S. Delaware St., Indianapolis, Indiana 46204, unless the special meeting is adjourned or postponed.

Purpose of the Special Meeting; Proposals

        At the special meeting, Angie's List stockholders will be asked to consider and vote upon the following matters:

    a proposal to adopt the Merger Agreement;

    a proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger; and

    a proposal to approve the adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement.

Recommendation of the Angie's List Board of Directors

        The Angie's List board has (i) unanimously determined that the Merger Agreement and the Merger are advisable and in the best interests of Angie's List and its stockholders, (ii) adopted, approved and declared advisable the Merger Agreement and the Merger, (iii) recommended that the Angie's List stockholders adopt the Merger Agreement and (iv) directed that the Merger Agreement be submitted for adoption by the Angie's List stockholders at the special meeting.

         The Angie's List board unanimously recommends that Angie's List stockholders vote:

    " FOR " the proposal to adopt the Merger Agreement;

    " FOR " the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger; and

    " FOR " the proposal to approve the adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement.

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See the sections entitled "The Transactions—Joint Reasons of Angie's List and IAC for the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors."

        Your vote is important, regardless of the number of shares of Angie's List common stock you own. The Merger cannot be consummated unless the Merger Agreement is adopted by the affirmative vote of holders of a majority of the outstanding shares of Angie's List common stock entitled to vote at the special meeting. If you abstain from voting, fail to cast your vote, in person or by proxy, or fail to give voting instructions to your bank, brokerage firm or other nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

        Angie's List stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Transactions. In addition, Angie's List stockholders are directed to the Merger Agreement, which is attached as Annex B to this proxy statement/prospectus.

        Adoption of the Merger Agreement is subject to a vote by Angie's List stockholders separate from the vote on approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Angie's List in connection with the Merger. Approval of the compensation arrangements is not a condition to completion of the Merger.

Record Date; Stockholders Entitled to Vote

        Only holders of record of shares of Angie's List common stock at the close of business on the record date, which is August 25, 2017, will be entitled to vote at the special meeting. Each outstanding share of Angie's List common stock held as of the close of business on the record date entitles its holder to cast one vote on each proposal to be voted on at the special meeting. As of the close of business on the record date, there were 61,292,181 shares of Angie's List common stock outstanding and entitled to vote at the special meeting.

Voting by Directors and Executive Officers of Angie's List

        As of the close of business on the record date, Angie's List's directors, executive officers and their respective affiliates owned and were entitled to vote 7,436,575 shares of Angie's List common stock. This represents approximately 12% of the outstanding shares of Angie's List common stock entitled to vote at the special meeting. Completion of the Merger is conditioned upon, among other things, the adoption of the Merger Agreement by stockholders of Angie's List. Adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the outstanding shares of Angie's List common stock. Angie's List currently expects that the Angie's List directors and executive officers will vote their shares of Angie's List common stock in favor of the proposal to adopt the Merger Agreement and the other proposals to be considered at the special meeting, although none of them is obligated to do so.

Quorum; Abstentions and Broker Non-Votes

        A quorum is the minimum number of shares required to be present at the special meeting for the meeting to be properly held under the bylaws of Angie's List and Delaware law. The presence, in person or represented by proxy, of a majority of all issued and outstanding shares of common stock entitled to vote at the special meeting will constitute a quorum at the meeting. In the absence of a quorum, the chairperson of the special meeting or a majority in voting interest of the holders of Angie's List common stock present in person or represented by proxy at the special meeting at that time and entitled to vote at the special meeting will have the power to adjourn the special meeting until a quorum is present. Based on the number of shares of Angie's List common stock issued and outstanding as of the close of business on the record date for the special meeting, 30,646,091 shares of Angie's List common stock will be required to achieve a quorum.

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        Holders of shares of Angie's List common stock present in person at the special meeting but not voting, and shares of Angie's List common stock for which Angie's List has received proxies indicating that their holders have abstained, will be counted as present at the special meeting for purposes of determining whether a quorum is established.

        Under the rules that govern brokers who have record ownership of shares that are held in "street name" for their clients, the beneficial owners of the shares, brokers have discretion to vote these shares on routine matters but not on non-routine matters. The proposals to be voted on at the special meeting are not considered routine matters. Accordingly, brokers will not have discretionary voting authority to vote on the matters at the special meeting and, without instruction from the beneficial owner of the shares of Angie's List common stock held by that broker, will not be permitted to vote on the proposal to adopt the Merger Agreement, the proposal to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger or the proposal to adjourn or postpone the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement. Accordingly, shares of Angie's List common stock beneficially owned that have been designated on proxy cards by the broker (or bank or other nominee) as not voted on the proposal to adopt the Merger Agreement, which are referred to in this proxy statement/prospectus as "broker non-votes," will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement and to the extent a broker (or bank or other nominee) has caused your shares to be represented at the special meeting, the proposal to approve on an advisory (non-binding) basis, the compensation payable to certain executive officers of Angie's List in connection with the Merger. Broker non-votes will have no effect on the proposal to approve one or more adjournments or postponements of the special meeting.

        Your bank, brokerage firm or other nominee will only be permitted to vote your shares of Angie's List common stock if you instruct your bank, brokerage firm or other nominee how to vote. You should follow the procedures provided by your bank, brokerage firm or other nominee regarding the voting of your shares of Angie's List common stock.

Required Vote

        Adoption of the Merger Agreement requires the affirmative vote of holders of a majority of the shares of Angie's List common stock outstanding and entitled to vote on this proposal. Accordingly, your failure to submit a proxy card or to vote in person at the special meeting, your abstention from voting or your failure to give voting instructions to your bank, brokerage firm or other nominee if you hold your shares in "street name" through a bank, brokerage firm or other nominee, will have the same effect as a vote "AGAINST" the proposal to adopt the Merger Agreement.

        Approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Angie's List in connection with the Merger requires the affirmative vote of holders of a majority of the shares of Angie's List common stock present, in person or represented by proxy, at the special meeting and entitled to vote on this proposal. If your shares are not in attendance at the special meeting, they will have no effect on the outcome of this proposal; however, if a quorum is present and you submit a proxy or vote in person at the special meeting and indicate "ABSTAIN," your abstention will have the same effect as a vote "AGAINST" this proposal.

        Approval of the adjournment or postponement of the special meeting (if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement) requires the affirmative vote of holders of a majority of the shares of Angie's List common stock present, in person or represented by proxy, at the special meeting and entitled to vote on this proposal. If your shares are not in attendance at the special meeting, they will have no effect on the outcome of any vote to

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adjourn or postpone the special meeting; however, if a quorum is present and you submit a proxy or vote in person at the special meeting and indicate "ABSTAIN," your abstention will have the same effect as a vote "AGAINST" this proposal.

How to Vote

        Angie's List stockholders may vote using any of the following methods:

By Telephone or on the Internet

        Angie's List stockholders can vote by calling the toll-free telephone number on their proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.

        The website for internet voting is www.investorvote.com/ANGI. Please have your proxy card handy when you go online. As with telephone voting, you can confirm that your instructions have been properly recorded.

        Telephone and internet voting facilities for Angie's List stockholders of record will be available 24 hours a day beginning on or about August 30, 2017, and will close at 11:59 p.m. Eastern time on September 28, 2017. The availability of telephone and internet voting for beneficial owners will depend on the voting processes of your bank, brokerage firm or other nominee. Therefore, Angie's List recommends that you follow the voting instructions in the materials you receive.

By Mail

        Angie's List stockholders may complete, sign and date the proxy card or voting instruction card mailed to them and return it in the prepaid envelope.

In Person at the Special Meeting

        Angie's List stockholders as of the close of business on the record date may vote in person at the special meeting. You may also be represented by another person at the special meeting if you execute a proper proxy designating that person. If you are a beneficial owner of Angie's List shares, you must obtain a legal proxy from your bank, brokerage firm or other nominee and present it to the inspectors of election with your ballot to be able to vote at the special meeting.

Voting of Proxies

         Shares will be voted in accordance with the instructions provided by an Angie's List stockholder who has voted by internet, by telephone or by completing, signing, dating and mailing a proxy card or voting instruction card. If you are an Angie's List stockholder of record and you sign, date and return your proxy card but do not indicate how you want to vote or do not indicate that you wish to abstain, your shares will be voted "FOR" the proposal to adopt the Merger Agreement, "FOR" the proposal to approve, on an advisory (non-binding) basis, compensation payable to certain executive officers of Angie's List in connection with the Merger and "FOR" the proposal to adjourn or postpone the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement, and in the discretion of the proxyholders on any other matter that may properly come before the meeting at the discretion of the Angie's List board.

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Revoking Your Proxy

        Angie's List stockholders may revoke a proxy at any time before it is voted at the special meeting. To do this, you must:

    enter a new vote by telephone or over the internet by the date and time indicated on the applicable proxy card or voting instruction card;

    deliver another duly executed proxy card or voting instruction card bearing a later date to the addressee named in the proxy card or voting instruction card;

    provide written notice of the revocation to Angie's List's Corporate Secretary at 1030 East Washington Street, Indianapolis, Indiana 46202; or

    attend the special meeting and vote in person (your attendance at the meeting will not, by itself, revoke your proxy; to do so you must vote in person at the meeting).

If your shares are held in "street name," you must contact your bank, brokerage firm or other nominee to revoke and vote your proxy. If you have questions about how to vote or revoke your proxy, you should contact Angie's List's proxy solicitor, Innisfree M&A Incorporated at (888) 750-5834 (toll-free) or (212) 750-5833 (collect).

Attending the Special Meeting

        Angie's List stockholders as of the close of business on the record date, or their duly appointed proxies, may attend the special meeting. If you hold shares of Angie's List common stock in your name as a stockholder of record and you wish to attend the special meeting, you must present evidence of your stock ownership, such as your most recent account statement, at the special meeting. You should also bring valid picture identification.

        If your shares of Angie's List common stock are held in "street name" in a stock brokerage account or otherwise by a bank, brokerage firm or other nominee and you wish to attend the special meeting, you need to bring a copy of a bank or brokerage statement to the special meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification. Please note that if you plan to attend the special meeting in person and would like to vote at the special meeting, you will need to bring a legal proxy from your bank, brokerage firm or other nominee as explained above.

Adjournments and Postponements

        Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of, among other things, soliciting additional proxies. Angie's List may adjourn the special meeting without notice if announced at the special meeting at which the adjournment is taken and if the adjournment is to a date that is not greater than 30 days after the original date fixed for the special meeting and no new record date is fixed for the adjourned meeting. Any signed proxies received by Angie's List prior to the special meeting in which no voting instructions are provided on such matter will be voted " FOR " the adjournment or postponement of the special meeting if necessary or appropriate. Any adjournment or postponement of the special meeting will allow Angie's List stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

        If, at the special meeting, the number of shares of Angie's List common stock present in person or represented by proxy and voting in favor of the proposal to adopt the Merger Agreement is not sufficient to approve that proposal, Angie's List expects to move to adjourn the special meeting in order to enable the Angie's List board to solicit additional proxies for the adoption of the Merger Agreement. In that event, Angie's List will ask its stockholders to vote only upon the adjournment

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proposal, and not the Merger Agreement proposal. The adjournment proposal relates to any adjournment or postponement of the special meeting if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the Merger Agreement if there are not sufficient votes at the time of the special meeting to adopt the Merger Agreement. Angie's List retains full authority to the extent set forth in its bylaws and Delaware law to adjourn the special meeting for any other purpose, or to postpone the special meeting before it is convened, without the consent of any Angie's List stockholders.

Solicitation of Proxies

        Angie's List is soliciting proxies for the special meeting from Angie's List stockholders. Angie's List has also retained Innisfree M&A Incorporated to solicit proxies for the special meeting from Angie's List stockholders for a fee of approximately $20,000, plus reasonable out-of-pocket expenses. Angie's List will bear the entire cost of soliciting proxies from Angie's List stockholders, and Angie's List will pay all expenses incurred in connection with the printing and mailing of this proxy statement/prospectus. In addition to this mailing, Angie's List's directors, officers and employees (who will not receive any additional compensation for such services) may solicit proxies. Solicitation of proxies may be undertaken through the mail, in person, by telephone, the internet or other means.

        Angie's List may also reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses for forwarding proxy materials to the beneficial owners of Angie's List common stock and in obtaining voting instructions from such beneficial owners.

Stockholder List

        A list of Angie's List stockholders entitled to vote at the special meeting will be available for examination by any Angie's List stockholder at the special meeting. At least ten days prior to the date of the special meeting, this stockholder list will be available for inspection by Angie's List stockholders, subject to compliance with applicable provisions of Delaware law, during ordinary business hours at the corporate offices of Angie's List located at 1030 East Washington Street, Indianapolis, Indiana 46202.

Other Business

        There are no other matters that the Angie's List board intends to present at the special meeting. If you have returned your signed and completed proxy card and other matters are properly presented for voting at the special meeting, the proxies appointed by the Angie's List board (the persons named in your proxy card if you are a stockholder of record) will have the discretion to vote on those matters for you.

Assistance

        If you need assistance in voting or completing your proxy card or have questions regarding the special meeting, please contact Innisfree M&A Incorporated, the proxy solicitor for Angie's List, by mail at 501 Madison Avenue, 20th Floor, New York, New York 10022, or by telephone at (888) 750-5834 (toll-free) or (212) 750-5833 (collect).

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INFORMATION ABOUT THE COMPANIES INVOLVED IN THE TRANSACTIONS

Angie's List, Inc.

    Angie's List, Inc.
    1030 East Washington Street
    Indianapolis, Indiana 46202
    Phone: (888) 888-5478

        Angie's List, Inc. (NASDAQ:ANGI) is a Delaware corporation. Angie's List operates a national local services consumer review service and marketplace with a mission of improving the local service experience for both members and service professionals. To that end, Angie's List helps facilitate transactions between more than five million members and its collection of service professionals in over 700 categories of service nationwide. Built on a foundation of more than ten million verified reviews of local services, Angie's List's unique tools, services and content across multiple platforms enable members to research, shop for and purchase local services for critical needs, as well as rate and review the providers of these services. Angie's List's ratings and reviews, which are now available to members free-of-charge following the introduction of a free membership tier during 2016, assist Angie's List's members in identifying and hiring a provider for their local service needs.

        Additional information about Angie's List and its subsidiaries is included in the documents incorporated by reference in this proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

ANGI Homeservices Inc. and the HomeAdvisor Business

    ANGI Homeservices Inc.
    14023 Denver West Parkway
    Building 64
    Golden, Colorado 80401
    Phone: (303) 963-7200

        ANGI Homeservices is a Delaware corporation that was formed on April 13, 2017 under the name Halo TopCo, Inc. and renamed ANGI Homeservices Inc. on May 4, 2017. ANGI Homeservices was formed in connection with the Transactions as a wholly owned subsidiary of IAC. Following the completion of the Transactions described herein, ANGI Homeservices will become the holding company of both the HomeAdvisor Business and Angie's List.

        ANGI Homeservices has not, to date, conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement and the Ancillary Agreements, including the formation of Merger Sub as a wholly owned subsidiary, and the preparation of this proxy statement/prospectus and the registration statement of which it forms a part.

        Pursuant to the Contribution and prior to the completion of the Merger, IAC will transfer the HomeAdvisor Business to ANGI Homeservices. The HomeAdvisor Business is the operator of the largest global home services marketplace, connecting homeowners with service professionals for home repair, maintenance and improvement projects. HomeAdvisor's marketplace provides the tools and resources to allow homeowners to find local prescreened service professionals and instantly book appointments online or through HomeAdvisor's award-winning mobile application. HomeAdvisor's marketplace also provides consumers with other home services-related resources, including access to average project costs using HomeAdvisor's True Cost Guide. In addition to its market-leading U.S. operations, the HomeAdvisor Business owns the leading home services online marketplaces in Canada (HomeStars), Germany (MyHammer), France (Travaux.com) and the Netherlands (Werkspot), as well as operations in Italy (Instapro) and the United Kingdom (MyBuilder). The HomeAdvisor Business

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also operates Felix, a pay-per-call advertising service, and mHelpDesk, a provider of cloud-based field service software for small to mid-size businesses.

        As of June 30, 2017, the HomeAdvisor Business's network of service professionals in the United States consisted of approximately 164,000 paying professionals providing services in more than 500 categories ranging from simple home repairs to larger home remodeling projects in more than 400 discrete geographies. The HomeAdvisor Business generated approximately 15.7 million service requests from homeowners in the United States during the twelve months ended June 30, 2017.

        For more information about the HomeAdvisor Business, see the sections entitled "Information About the HomeAdvisor Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations of the HomeAdvisor Business."

Merger Sub

    Casa Merger Sub, Inc.
    555 West 18th Street
    New York, New York 10011
    Phone: (212) 314-7300

        Casa Merger Sub, Inc., a wholly owned subsidiary of ANGI Homeservices, is a Delaware corporation that was formed on April 13, 2017 for the purpose of effecting the Merger. In the Merger, Merger Sub will be merged with and into Angie's List, with Angie's List continuing as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices.

        Merger Sub has not conducted any activities other than those incidental to its formation and the matters contemplated by the Merger Agreement in connection with the Merger.

IAC/InterActiveCorp

    IAC/InterActiveCorp
    555 West 18th Street
    New York, New York 10011
    Phone: (212) 314-7300

        IAC (NASDAQ:IAC) is a Delaware corporation. IAC is a leading media and internet company comprised of widely known consumer brands such as HomeAdvisor, Vimeo, Dictionary.com, The Daily Beast, Investopedia and Match Group's online dating portfolio, which includes Match, Tinder, PlentyOfFish and OkCupid. IAC is headquartered in New York City and has offices worldwide.

        Immediately following the completion of the Transactions described in this proxy statement/prospectus, IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock, depending on the number of Angie's List stockholders that elect to receive Cash Consideration.

        Additional information about IAC, including with respect to its corporate governance and the ownership of its common stock, is available in IAC's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2016 and its proxy statement on Schedule 14A dated May 10, 2017. See the section entitled "Where You Can Find More Information."

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THE TRANSACTIONS

Overview of the Transactions and Effects of the Merger

        The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement and the Contribution Agreement, prior to the Closing, IAC will contribute its HomeAdvisor Business, along with cash sufficient to fund the aggregate Cash Consideration, if any, to ANGI Homeservices in exchange for Class B shares of ANGI Homeservices. For further details regarding the Contribution, see the section entitled "Ancillary Agreements—Contribution Agreement." At the Effective Time, Merger Sub will merge with and into Angie's List, the separate corporate existence of Merger Sub will cease, and Angie's List will continue as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices.

        At the Effective Time, each share of Angie's List common stock outstanding immediately prior to the Effective Time (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive, at the holder's election (i) in the case of a share of Angie's List common stock with respect to which an election to receive a Class A share of ANGI Homeservices has been properly made and not revoked or lost, one Class A share (the "Share Consideration") or (ii) in the case of a share of Angie's List common stock with respect to which an election to receive cash has been properly made and not revoked or lost, $8.50 in cash, without interest (the "Cash Consideration" which, together with the Share Consideration, is referred to in this proxy statement/prospectus as the "Merger Consideration"), but subject to the consideration election procedures and Cash Consideration proration provisions described elsewhere in this proxy statement/prospectus. For further details regarding the terms and conditions of the Merger Agreement and the effects of the Merger, see the section entitled "The Merger Agreement."

        Following the Merger, (i) Angie's List common stock will be delisted from NASDAQ, deregistered under the Exchange Act and cease to be publicly traded and (ii) the Class A shares of the combined company, ANGI Homeservices, are expected to trade on NASDAQ under the current Angie's List ticker symbol, "ANGI."

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Structure of the Transactions

        Set forth below are diagrams that graphically illustrate, in simplified form, (1) the existing corporate structure of IAC, the HomeAdvisor Business and Angie's List as of the date of this proxy statement/prospectus, (2) the structure of the Contribution and the IAC Share Issuance, following which the HomeAdvisor Business will be owned by ANGI Homeservices, (3) the structure of the Merger, and the issuance of Class A shares of ANGI Homeservices to holders of Angie's List common stock who properly elect or are deemed to elect to receive the Share Consideration in the Merger, and (4) the corporate structure of IAC and ANGI Homeservices (which at that time will own the HomeAdvisor Business and Angie's List) immediately following the completion of the Transactions.

GRAPHIC

        Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and

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IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock.

Background of the Transactions

        The Angie's List board of directors regularly evaluates the strategic direction and ongoing business plan of Angie's List with a view toward strengthening Angie's List's business and enhancing stockholder value. As part of this evaluation, the Angie's List board of directors, from time to time, has considered various potential strategic alternatives for Angie's List, including continuation as a standalone enterprise, potential strategic alliances and other commercial arrangements, modifications to its strategy and direction, strategic mergers and acquisitions and other business combinations and/or a possible sale of Angie's List, including the possibility of a combination with IAC's HomeAdvisor business.

        Angie's List announced in September 2015 that it had named Scott Durchslag as its new Chief Executive Officer. In October 2015, under the direction of Mr. Durchslag, Angie's List began a comprehensive operational review to develop a new strategic plan, with objectives of accelerating revenue growth, improving operational execution and improving profitability and cash flow. Among the initiatives to be examined, Angie's List cited identification of cost reductions, redesign of the sales force, improving marketing execution, scaling the Angie's List next generation operating platform, releasing a new service provider mobile application and improving execution in e-commerce.

        On October 5, 2015, Joey Levin, the Chief Executive Officer of IAC, wrote to John Chuang, Angie's List's Chairman of the board of directors at that time, indicating IAC's interest in exploring a strategic transaction involving Angie's List. On October 9, 2015, after discussion with the Angie's List board of directors, Mr. Durchslag, on behalf of Angie's List, contacted Mr. Levin to inform him that if IAC were to articulate a specific proposal regarding the terms of a potential transaction, Mr. Durchslag would discuss it with the Angie's List board of directors but, absent a specific proposal, Angie's List would remain focused on improving operational execution rather than diverting resources to explore a possible transaction. In response, Mr. Levin requested a meeting with Angie's List management and told Mr. Durchslag that after such meeting was held, IAC would be in a position to deliver a specific proposal to Angie's List. Mr. Durchslag informed Mr. Levin that he would formally reply to IAC's proposal by letter and would also seek to find a suggested time for the management teams of IAC and Angie's List to meet. Later that afternoon, Mr. Levin received a letter from Mr. Durchslag confirming receipt of IAC's October 5, 2015 letter, requesting a clearly articulated proposal from IAC with respect to value, deal structure and form of consideration, suggesting a meeting later that month between the management teams of IAC and Angie's List and requesting the negotiation of a non-disclosure agreement. The letter also noted that given the work ahead for Angie's List management in executing Angie's List's standalone strategic plan, Mr. Durchslag believed that the Angie's List board of directors would not support the diversion of resources to explore a potential transaction with IAC absent a specific proposal from IAC.

        On October 13, 2015, Mr. Durchslag contacted Mr. Levin and agreed during this exchange to meet on October 23, 2015.

        On October 23, 2015, Mr. Durchslag and Thomas R. Fox, the Chief Financial Officer of Angie's List, met Mr. Levin and Mark Stein, Senior Vice President and Chief Strategy Officer of IAC at that time, for dinner in Chicago. At the meeting, the representatives of IAC expressed IAC's interest in exploring a potential acquisition of Angie's List for $8.50 per share in cash and also indicated IAC's willingness to explore a combination of Angie's List and the HomeAdvisor business in an all-stock transaction if that would be of interest to the Angie's List board of directors. The attendees discussed

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IAC's view of the potential strategies that the combined company might pursue and the potential operational benefits of a combination. The closing price of Angie's List common stock on October 23, 2015 was $6.94 per share.

        On November 3, 2015, Mr. Durchslag reported IAC's expression of interest and the meeting in Chicago to the Angie's List board of directors at a meeting attended by Angie's List management and representatives of Sidley Austin, legal counsel to Angie's List, and BofA Merrill Lynch, one of Angie's List's financial advisors. After discussing IAC's expression of interest, the Angie's List board of directors determined that the Angie's List board should fully evaluate the strategic plan being prepared by Angie's List management, and share that plan with Angie's List stockholders, before deciding whether to pursue a transaction with IAC or any other party and instructed Mr. Durchslag to tell Mr. Levin that Angie's List was not interested in pursuing the proposed transaction with IAC at this time. After the meeting, Mr. Durchslag communicated the Angie's List board of directors' decision to Mr. Levin.

        On November 11, 2015, IAC submitted to the Angie's List board of directors and substantially simultaneously publicly announced via a press release a proposal to acquire Angie's List for $8.75 per share in cash. IAC also indicated its willingness to consider a combination of Angie's List with the HomeAdvisor business through a tax-free stock-for-stock exchange. The closing price of Angie's List common stock on November 10, 2015, the last full trading day before IAC's public announcement, was $7.84 per share.

        On November 17, 2015, Angie's List delivered a written response to IAC, which Angie's List substantially simultaneously published via a press release, stating that after a comprehensive review, conducted in consultation with independent financial and legal advisors, the Angie's List board of directors had determined that it was premature to conclude that a strategic transaction was in the best interests of Angie's List stockholders, and concluded that the proposal by IAC undervalued Angie's List and its long-term standalone prospects. The Angie's List board of directors reiterated that it believed that it should have the opportunity to fully evaluate the strategic plan being prepared by Angie's List management and share that plan with Angie's List stockholders before deciding whether to engage in a transaction with IAC or any other party. There were no further contacts between IAC and Angie's List concerning a potential business combination transaction in the months that followed. On March 3, 2016, Angie's List held an "Investor Day" in New York City at which it unveiled its new three-phase strategic plan. The first phase, to be executed over the remainder of 2016, included adoption of a new member pricing strategy, including a basic free membership tier intended to increase membership and member engagement, introduction of new member products and increased operational effectiveness across information technology, marketing and sales. The second phase of the plan, to be executed during 2017 and 2018, focused on improving service provider offerings and increasing Angie's List's e-commerce business. The third phase, to be executed after 2018, was to expand the Angie's List business into adjacent markets. Angie's List noted at that time that the plan was expected to involve substantial near-term investment coupled with a decline in membership revenue resulting from the new membership pricing structure, and that returns on Angie's List's investment in the form of improved operating results would likely not be realized before 2017.

        During the second and third calendar quarters of 2016, Angie's List began to roll out the first phase of the strategic plan, including making service provider reviews available to members free of charge, introducing a new tiered membership plan and migrating to its new technology platform. During this period, Angie's List management regularly updated the Angie's List board of directors on management's progress in executing the new strategic plan as well as Angie's List's financial condition and operating results. In that context, the Angie's List board of directors regularly evaluated Angie's List's overall prospects, liquidity requirements for the strategic plan and potential costs and benefits of pursuing a major strategic transaction such as a merger or acquisition of Angie's List in order to enhance stockholder value.

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        At a meeting of the Angie's List board of directors on October 6, 2016, which was also attended by Angie's List management and a representative of Sidley Austin, the Angie's List board of directors discussed, among other matters, various potential paths to enhance stockholder value, including by reducing expenses and investment, raising additional capital to increase investment under the new strategic plan and exploring potential strategic alternatives (including a possible sale of Angie's List). The representative of Sidley Austin advised the Angie's List board of directors on the fiduciary duties of the members of the Angie's List board of directors' regarding its potential exploration of these alternatives. Following discussion, the Angie's List board of directors approved the formation of a committee of the Angie's List board of directors having the authority to examine various potential strategic options and consider financial advisors, with George Bell, Thomas Evans, Dave Mullen and Eric Semler serving as members of this newly created Strategic Advisory Committee (the "Committee").

        The Committee's first meeting was held on October 11, 2016. Also attending was Shannon Shaw, General Counsel of Angie's List and additional members of Angie's List management. Among other initial matters, the Committee discussed the process for selecting financial advisors to assist in the exploration of potential strategic alternatives.

        On October 17, 2016, at a meeting of the Angie's List board of directors, which was also attended by Angie's List management and a representative of Sidley Austin, the Committee updated the Angie's List board of directors on its progress, including the financial advisor selection process. The Committee recommended, and the Angie's List board of directors concurred, that both Allen & Company and BofA Merrill Lynch (collectively, the "Financial Advisors") be engaged to assist Angie's List in a review and potential pursuit of strategic alternatives. Thereafter, Angie's List engaged the Financial Advisors.

        The Committee held three meetings between October 20 and October 31, 2016, at which Angie's List management and representatives of the Financial Advisors were present, and during which various process-related matters were discussed, including potential acquirors of Angie's List (which included both strategic counterparties and financial sponsors), the process for contacting potential acquirors and the appropriate time and method for announcing the Angie's List board of directors' decision to explore potential strategic alternatives.

        When announcing its third quarter 2016 financial results on November 1, 2016, Angie's List stated that it was focused on opportunities to accelerate growth and, in addition to continuing to execute on a turnaround plan, had determined to explore strategic alternatives to achieve the full potential of its new platform. Angie's List also announced its engagement of the Financial Advisors to assist Angie's List in exploring these strategic opportunities.

        Beginning on November 15, 2016, at the direction of Angie's List, the Financial Advisors began to contact 62 potential acquirors, including 51 strategic parties and 11 financial sponsors. The Committee held a meeting on November 16, 2016, which was also attended by Angie's List management and representatives of the Financial Advisors. At the Committee's request, the Financial Advisors briefed the Committee on the initial outreach to potential acquirors, the preparation of management presentations and related matters, and the Committee provided instruction regarding the same. The Committee engaged in additional discussion regarding interested potential acquirors, the timing for a potential transaction and the scheduling of introductory meetings over the coming months.

        As part of the outreach to potential acquirors on behalf of Angie's List, a representative of Allen & Company contacted Mr. Levin on November 16, 2016. Mr. Levin and the representative of Allen & Company spoke on November 18, 2016 whereby, in accordance with the directives of the Angie's List board of directors, IAC was invited to participate in Angie's List's strategic alternatives review process. Mr. Levin, on behalf of IAC, expressed interest in participating. In accordance with the directives of Angie's List's board of directors, the representative of Allen & Company noted that IAC would be required to execute Angie's List's non-disclosure agreement prior to receiving information,

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and Mr. Levin in response requested that Angie's List's draft non-disclosure agreement be sent to IAC for review. Later that afternoon, IAC received Angie's List's draft non-disclosure agreement, which Angie's List and IAC negotiated over the ensuing weeks.

        On November 23, 2016, the Angie's List board of directors held a meeting also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors during which the Angie's List board of directors discussed certain financial information prepared by management both for purposes of Angie's List's budgeting process and evaluation of Angie's List's execution of the turnaround plan and to be provided to potential acquirors, and provided guidance to management and the Committee for finalizing the strategic plan. Management reviewed the work undertaken to prepare such information and related assumptions. Mr. Bell and representatives of Sidley Austin and the Financial Advisors also updated the Angie's List board of directors on the work of the Committee and potential next steps.

        The Committee held a meeting on December 5, 2016, which was also attended by Angie's List management and representatives of the Financial Advisors. The Committee received and approved the updated strategic plan from management and received an update from the Financial Advisors as to the status of the third-party solicitation process. The Committee also approved providing certain materials, including management presentations, to interested parties that had executed non-disclosure agreements and allowing such parties to conduct due diligence reviews of Angie's List and its business.

        Beginning on December 6, 2016 and continuing through May 1, 2017, a number of interested parties (including IAC) engaged in a due diligence review of Angie's List. Non-disclosure agreements were executed with 28 parties, including IAC (on December 13, 2016), and 13 of such parties (which did not include IAC) attended separate presentations by Angie's List management.

        At an Angie's List board of directors meeting on December 13, 2016, which was also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors, the Angie's List board of directors received an update on the progress of the third-party solicitation process and discussed potential next steps with respect to the interested parties. A representative of Sidley Austin further discussed with the Angie's List board of directors the Angie's List board of directors' fiduciary duties in connection with a sale process and reviewed a proposed form of merger agreement that could be provided to potential acquirors, which form had been circulated to the Angie's List board of directors in advance of the meeting. At the meeting, management reviewed with the Angie's List board of directors Angie's List's fourth quarter financial results and operating plan for 2017.

        The Committee met on January 2, 2017, with Angie's List management and representatives of the Financial Advisors present, and received an update from the Financial Advisors regarding the third-party solicitation process, including summaries of management presentation meetings previously held with potentially interested acquirors. The Committee discussed setting appropriate deadlines for the submission of initial indications of interest. The Committee also discussed and approved the content of the first round bid instruction letter to be provided to parties that had executed a non-disclosure agreement and indicated an interest in pursuing an acquisition of Angie's List. This instruction letter, which set an initial bid deadline of January 18, 2017, was sent over the next few days to the 27 parties that had expressed an interest in exploring a potential transaction with Angie's List, including IAC. Management also updated the Committee regarding certain matters related to Angie's List's business. On January 10, 2017, the Angie's List board of directors held a regularly scheduled meeting, which was also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors. Among other matters covered at the meeting, the Financial Advisors reviewed the status of the outreach to, and discussions with, potential acquirors and discussed with the Angie's List board of directors certain market and financial matters relating to Angie's List and a potential transaction and potential next steps in the process. At the meeting, management reviewed with the Angie's List board of directors Angie's List's operating plan and financial outlook. The Angie's List board of directors and

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management discussed the assumptions underlying the plan and outlook as well as member engagement, the service provider value proposition, operating margin efficiencies, investment focus and deliverables. Given Angie's List's financial outlook as discussed at the meeting, including with respect to member engagement, the service provider value proposition, operating margin efficiencies and investment focus and deliverables, it was determined that, absent additional financing or a potential sale transaction, Angie's List would not be expected to fully execute its operating plan, but would instead require substantial reductions in its cost structure.

        On January 18, 2017, a potential strategic acquiror (which is referred to in this section as "Company A") submitted a preliminary indication of interest that contemplated a combination of Company A with Angie's List in which Angie's List stockholders in the aggregate would receive, upon consummation of the transaction, 43% of the combined company's outstanding common stock. Also on January 18, 2017, representatives of IAC informed representatives of the Financial Advisors that, given a lack of sufficient due diligence materials provided by Angie's List, IAC would not be submitting a preliminary indication of interest by the requested deadline.

        On January 20, 2017, at the direction of Angie's List, representatives of the Financial Advisors spoke with representatives of Company A in order to clarify the terms of its proposal and to request financial information regarding Company A's business, including certain financial projections.

        On January 23, 2017, the Committee held a meeting with Angie's List management and representatives of Sidley Austin and the Financial Advisors present. The Financial Advisors updated the Committee as to the third-party solicitation process and the attendees discussed the four parties that were then actively pursuing a potential acquisition of Angie's List pursuant to the process established by Angie's List, which were IAC, Company A, and two additional potential strategic acquirors (which are referred to in this section as "Company B" and "Company C"). The reasons given by other, previously interested parties for having elected not to continue to participate in the process were also discussed. These stated reasons included, among other things, the relevant counterparty's inability to realize synergies by acquiring Angie's List; competing internal initiatives undertaken or expected to be undertaken by the counterparty; the counterparty's decision that acquiring Angie's List was not consistent with the counterparty's strategic focus; and, particularly in the case of the financial sponsors that previously expressed interest as potential acquirors, the perception of these potential acquirors that Angie's List was too early in the ongoing process of transitioning its business model for a potential acquiror to formulate and support a compelling leveraged buyout model for an acquisition of Angie's List given the risks and uncertainties associated with the ongoing transformation of its business. The Committee discussed Company A's indication of interest and potential responses, as well as potential next steps. The Committee directed management and the Financial Advisors to seek greater clarity from Company A as to the structure and terms of its proposal, to continue to encourage Company B and Company C to submit indications of interest, and to provide additional requested information to, and continue discussions with, IAC.

        The next day, on January 24, 2017, Company B submitted a preliminary indication of interest reflecting a proposed purchase price for all of the outstanding shares of Angie's List common stock in the range of $8.65 to $8.95 per share in cash.

        On January 26, 2017, the Committee held a meeting with Angie's List management and a representative of Sidley Austin present. During this meeting, management reviewed with the Committee further information and considerations regarding strategic priorities for Angie's List and its business and associated capital requirements. Risks and potential benefits of various operating scenarios were discussed as well as the potential implementation of various initiatives. After discussion, the Committee instructed management to continue to develop an operating plan reflecting the alternative operating strategy discussed at the meeting for further consideration by the Angie's List board of directors.

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        Later on January 26, 2017, the Committee held another meeting, with Angie's List management and representatives of Sidley Austin and the Financial Advisors present, during which meeting Company B's proposal was discussed. The Committee directed the Financial Advisors to inform Company B that it would need to increase its proposed purchase price, but would be permitted to continue its due diligence review and discussions with Angie's List to validate a higher purchase price and to continue to participate in the process. The Financial Advisors conveyed that message to Company B later that evening as instructed. In addition, during the Committee meeting, the Committee discussed the status of conversations with Company A, and determined that it would require further financial information regarding Company A before the Committee would respond to Company A's proposal. Also discussed at the meeting were a request by Company C for Angie's List's strategic rationale for a potential combination with Company C and the parties' efforts to schedule a meeting of the representatives of Angie's List and Company C. With respect to IAC, the Committee discussed various potential responses to IAC's request to receive more information about Angie's List before submitting a preliminary indication of interest. The Committee instructed the Financial Advisors to continue discussions with IAC while seeking to further evaluate the two proposals received to date.

        On January 31, 2017, the Angie's List board of directors held a meeting, also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors. A member of the Committee updated the Angie's List board of directors on the work undertaken to date by the Committee. The Financial Advisors then updated the Angie's List board of directors as to the third-party solicitation process, including with respect to the four interested parties that remained in the process and the reasons stated by other potential acquirors for declining to participate further in the process as discussed with the Committee at its January 23, 2017 meeting. As part of the discussion at this meeting, the Angie's List board of directors, management and Financial Advisors discussed the perspectives of potential financial sponsor acquirors, and the potential ability of Angie's List to take certain operational actions that might increase the attractiveness of Angie's List to financial sponsors as an acquisition target. Also at this meeting, management reviewed and discussed with the Angie's List board of directors a revised operational plan for Angie's List as a standalone company reflecting a narrowed operational focus, as requested by the Angie's List board at prior meetings. The attendees also discussed, among other things, management's views of the potential impact of adopting such a plan on the near-term operations and financial condition and long-term prospects of Angie's List, as well as the timing and desirability of adopting this revised operational plan and related implications.

        Also on January 31, 2017, Company A and Company B were given access to an online data room prepared by Angie's List that contained confidential information about Angie's List intended to allow a further due diligence review of Angie's List and its business.

        From February 7 through February 14, 2017, Angie's List management held due diligence meetings (both telephonic and in person) with Company A, Company B and Company C. Representatives of the Financial Advisors also attended these meetings. Also during this period, the Committee held a meeting on February 10, 2017, at which management was present, to discuss these due diligence meetings. The Committee directed Angie's List management to provide additional due diligence information to IAC pursuant to its request.

        Beginning in early to mid-February of 2017, Company C ceased active engagement in the process, but Company C did not formally withdraw or provide any reason for discontinuing discussions with Angie's List, notwithstanding multiple efforts to keep Company C engaged.

        On February 16, 2017, Mr. Levin spoke with a representative of Allen & Company to express IAC's interest in pursuing a stock-for-stock combination of Angie's List and the HomeAdvisor business. In accordance with Angie's List's directives, the representative of Allen & Company indicated that the Angie's List board of directors might be willing to consider a stock-for-stock combination but was also continuing to consider alternative proposals, and suggested that representatives of Angie's List meet

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with representatives of IAC and the HomeAdvisor business to discuss the potential benefits of combining Angie's List and the HomeAdvisor business and the outlook for such a combined company.

        On February 23, 2017, representatives of IAC held a conference call with the Committee and representatives of the Financial Advisors and presented IAC's views on the benefits of combining Angie's List with IAC's HomeAdvisor business. At the end of this presentation, IAC indicated its willingness to pursue a potential transaction whereby Angie's List would be combined with IAC's HomeAdvisor business in North America in a stock-for-stock combination that would result in Angie's List securityholders owning, upon consummation of the transaction, 10% of the combined company on a cash-free, debt-free basis, with governance arrangements for the combined company to be determined.

        On February 28, 2017, the Committee held a meeting, which was also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors. The Financial Advisors discussed with the Committee IAC's proposal and certain financial matters regarding IAC's proposed transaction and the HomeAdvisor business, noting that while IAC publicly reported some financial information regarding the HomeAdvisor segment of its business, IAC had not provided sufficient financial information to allow a more detailed review of its HomeAdvisor business. The Committee discussed potential responses to IAC's proposal, as well as the Committee's desire to obtain more information about the HomeAdvisor business. The Committee directed management to schedule a due diligence meeting between the management teams of Angie's List and IAC to further evaluate the potential merits of the proposed combination. Representatives of the Financial Advisors also provided an update to the Committee on discussions with Company B, including Company B's indication that it might reduce its previously proposed purchase price because the underlying operating metrics of the business made available by Angie's List did not align with Company B's expectations.

        On March 1, 2017, Angie's List and IAC entered into a non-disclosure agreement for the provision by IAC to Angie's List of non-public information concerning the HomeAdvisor business.

        On March 2, 2017, Company B indicated in a telephone call to a representative of Allen & Company that if Company B were to proceed, its proposal would likely be lower, in the range of $7.00 to $8.00 per share in cash, based on its further due diligence review of Angie's List.

        Also on March 2, 2017, representatives of Angie's List and IAC met to discuss IAC's proposal of February 23, 2017 and engage in a due diligence review regarding the assumptions and expectations underlying that proposal.

        On March 7, 2017, the Angie's List board of directors held a meeting, which was also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors. The Financial Advisors updated the Angie's List board of directors as to the status of discussions with the three parties that had submitted preliminary indications of interest and the financial terms of their respective proposals. The Angie's List board of directors discussed with management and the Financial Advisors potential responses to, and potential next steps with, each bidder. The Angie's List board of directors directed the Committee to develop a response to IAC that would seek an increased stake for Angie's List's securityholders in the combined company. The Angie's List board of directors also discussed with management, among other matters, financial information and forecasts for the first quarter of 2017, the revised 2017 operating plan for Angie's List as a standalone company and various assumptions and expectations underlying the operating plan, including with respect to the narrowed strategic focus of Angie's List, headcount assumptions and the potential impact of the revised plan on various business units. After discussion, the Angie's List board of directors approved the revised plan (which replaced Angie's List's prior preliminary budget and forecast), including cost-cutting initiatives in certain areas to shift spending more heavily towards marketing and more narrowly focus on Angie's List's core business.

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        Pursuant to the direction of the Angie's List board of directors, the Committee met on March 9, 2017 with Angie's List management and representatives of Sidley Austin and the Financial Advisors in attendance to discuss potential responses to IAC. After discussion, the Committee directed the Financial Advisors to respond to IAC's proposal with a counterproposal for a combination of Angie's List with IAC's HomeAdvisor business that would result in Angie's List's stockholders receiving, upon consummation of the transaction, 22% of the combined company. The Committee also discussed potential next steps with the other interested parties, and directed the Financial Advisors to seek greater clarity from Company A as to the structure and terms of its proposal and to instruct Company A that it would need to increase the valuation of Angie's List reflected in its proposal. The Financial Advisors delivered those responses to IAC and Company A the following day, March 10, 2017, as instructed. IAC responded that it was not interested in pursuing a transaction on the terms indicated by Angie's List and requested to speak directly with representatives of the Angie's List board of directors.

        On March 16, 2017, Mr. Evans met with Mr. Levin to further discuss IAC's proposal of February 23, 2017 and Angie's List's counterproposal of March 10, 2017. At this meeting, Mr. Evans indicated that Angie's List was not interested in pursuing a transaction resulting in Angie's List securityholders holding 10% of the equity in the combined company. In response, Mr. Levin proposed to include the HomeAdvisor's European business and certain other assets in IAC's contribution to the combined company, and to calculate the relative ownership percentages without regard to the outstanding indebtedness of Angie's List. Mr. Levin indicated that, except for the foregoing modifications, IAC's prior proposal of February 23, 2017 was unchanged, including the proposal that Angie's List securityholders would receive 10% of the equity in the combined company.

        The Committee met three times, once on March 17, 2017 and twice on March 22, 2017, to discuss IAC's revised proposal conveyed on March 16, 2017. Angie's List management and representatives of Sidley Austin and the Financial Advisors were also in attendance at these meetings. After discussion of various potential responses to IAC, as well as the potential operational restructuring that Angie's List was considering, the Committee instructed the Financial Advisors to propose to IAC that, in addition to IAC's proposed modifications to its proposal conveyed on March 16, 2017, Angie's List securityholders receive 18% of the outstanding equity in the combined company. The Financial Advisors conveyed this response to IAC on March 23, 2017, as instructed.

        On March 24, 2017, IAC rejected Angie's List's latest proposal regarding ownership by Angie's List securityholders of 18% of the equity in the combined company and instead proposed to increase the consideration offered in IAC's March 16, 2017 proposal by including $1.00 in cash per share of Angie's List common stock.

        On March 28, 2017, the Angie's List board of directors held a meeting, which was also attended by Angie's List management, representatives of Sidley Austin and the Financial Advisors. Management provided an update on Angie's List's business and execution against the revised operating plan, including with respect to the timing of the previously discussed reduction in the Angie's List workforce. The Financial Advisors updated the Angie's List board of directors as to the financial terms and status of the various proposals received by Angie's List to date, noting that Company A had yet to provide a clearer explanation regarding the structure and other details of its proposal, and that Company B had not yet scheduled a meeting with Angie's List management. The Angie's List board of directors discussed and considered these matters, as well as various protections that Angie's List might negotiate for the benefit of Angie's List's stockholders in connection with a potential negotiated combination with the HomeAdvisor Business in which IAC would become the controlling stockholder of the combined company. The Angie's List board of directors discussed potential responses to IAC and authorized the Committee to formulate a response to IAC that would not include the $1.00 per share cash consideration recently proposed by IAC (which the Angie's List board of directors determined would deprive stockholders of additional potential upside in the combined company) and would instead

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seek an increased equity stake for Angie's List securityholders of between 12% and 15% in the combined company.

        Immediately following the Angie's List board of directors' meeting, the Committee met on March 28, 2017 with Angie's List management and representatives of Sidley Austin and the Financial Advisors in attendance, to discuss potential responses to IAC and how best to increase the interest of Company B in an acquisition of Angie's List and its engagement in the process. After discussion of various potential responses to IAC, as well as the possibility of Angie's List continuing as a standalone company and potential stockholder responses to Angie's List pursuit of these various alternatives, the Committee instructed the Financial Advisors to respond to IAC with a counterproposal for a stock-for-stock transaction in which Angie's List securityholders would receive 13% of the equity in the combined company. The Financial Advisors conveyed this response to a representative of J.P. Morgan Securities LLC, IAC's financial advisor ("JPMorgan"), on March 29, 2017, as instructed.

        On March 29, 2017, a representative of JPMorgan responded to Angie's List's counterproposal of March 29, 2017 with a revised proposal for an all-stock transaction in which Angie's List securityholders would receive 12% of the equity in the combined company, and also provided a term sheet to Angie's List specifying certain proposed governance terms for the combined company, including a multi-class structure for the combined company's common stock (with IAC holding the high-vote shares), and certain protections for minority stockholders. The term sheet also indicated that IAC's proposal was made on the basis that IAC would enter into a satisfactory voting agreement in support of the proposed transaction with certain significant stockholders of Angie's List holding, in the aggregate, approximately 40% of the outstanding shares of Angie's List's common stock, and also noted that IAC's proposal was contingent on satisfactory completion of due diligence. The term sheet also proposed a transaction structure whereby HomeAdvisor and Angie's List would be combined into a new publicly traded company through a contribution of HomeAdvisor to a newly formed company, and a merger of Angie's List into a subsidiary of such newly formed company.

        The Committee met on March 30, 2017 with Angie's List management and representatives of Sidley Austin and the Financial Advisors also in attendance. The Financial Advisors informed the Committee that Company A had verbally indicated earlier that day that it would provide a revised proposal for a combination of Company A and Angie's List in which Angie's List stockholders in the aggregate would receive, upon consummation of the transaction, approximately 40% of the combined company's outstanding common stock in addition to cash consideration of $100 million. The Committee also discussed IAC's counterproposal of March 30, 2017 and determined to inform IAC that the Committee was not willing to pursue the proposed combination with the HomeAdvisor Business if it would result in Angie's List stockholders receiving less than an aggregate of 13% of the equity in the combined company.

        On March 31, 2017, in accordance with the directives of the Committee, Mr. Evans discussed with Mr. Levin Angie's List's counterproposal and informed Mr. Levin of the Committee's position that Angie's List securityholders receive 13% of the equity in the combined company. During this discussion, Mr. Levin initially countered with a 12.5% equity stake for Angie's List stockholders, but ultimately agreed to pursue further negotiations regarding a combination in which Angie's List securityholders would receive 13% of the equity in the combined company, subject to agreement on satisfactory governance terms and IAC's entry into a satisfactory voting agreement with certain stockholders of Angie's List, as previously indicated. Mr. Levin also indicated a desire to enter into an exclusivity arrangement with Angie's List in order to proceed expeditiously in negotiating definitive transaction agreements, and representatives of JPMorgan provided a draft exclusivity letter to representatives of Allen & Company the following day.

        On April 2, 2017, Company B verbally indicated to the Financial Advisors that Company B had revised its proposal to acquire all of the outstanding shares of Angie's List common stock to an

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indicative range of $8.00 to $8.50 per share in cash. Prior to the following meetings on April 3, 2017, Company B informed the Financial Advisors that it would not submit a revised indication of interest but that Company B might be interested in further discussions with Angie's List if a strategic transaction were not agreed upon and consummated with another interested party.

        On April 3, 2017, the Committee met, with Angie's List management and representatives of Sidley Austin and the Financial Advisors also in attendance. The Financial Advisors updated the Committee as to Company B's revised proposal. The Committee also discussed IAC's request for exclusivity as well as IAC's request that Angie's List approach certain Angie's List stockholders to discuss the combination proposed by IAC, request their support and assess their willingness to enter into a proposed voting agreement. Following these discussions, the Committee temporarily adjourned its meeting to join an Angie's List board of directors meeting. During the course of the Angie's List board of directors meeting, which was also attended by Angie's List management and representatives of Sidley Austin and the Financial Advisors, the Angie's List board of directors discussed IAC's proposed governance term sheet provided on March 30, 2017 and IAC's request for exclusivity, as well as the desire of the Angie's List board to obtain further details regarding the proposed 13% equity interest of Angie's List securityholders in the combined company. The Angie's List board of directors determined to seek agreement on how the outstanding equity awards of Angie's List and outstanding equity awards held by employees of the HomeAdvisor Business, as well as equity awards expected to be granted prior to the completion of the proposed transaction, would impact the proposed relative ownership percentages in the combined company. The Angie's List board of directors also discussed the status of discussions with Company A, the significant business challenges faced by Company A and the lack of a clear proposal from Company A as to how a combination of Angie's List with Company A would improve the prospects of the combined business, as well as the implied value of Company A's proposal to Angie's List stockholders based on financial information provided by Company A. In light of the uncertainties regarding Company A's proposal, the Angie's List board of directors directed management, with the assistance of the Financial Advisors, to prioritize development of the proposals from Company B and IAC as the Angie's List board of directors believed they offered greater value and certainty to Angie's List stockholders. Regarding Company B, the Angie's List board of directors discussed the status of the discussions with Company B and noted that Company B had indicated that it still needed to conduct additional due diligence and further develop its business model. The Angie's List board of directors determined that the Committee should also engage in further negotiations with IAC regarding the terms of its proposed combination before determining whether to enter into the requested exclusivity arrangement with IAC.

        Following the Angie's List board of directors meeting, during a continuation of the Committee's prior meeting, the Committee further compared the relative merits and risks of the proposals submitted by IAC and Company B. The Committee discussed concerns regarding the likelihood that Company B would ultimately make a compelling, actionable offer and successfully complete a potential acquisition of Angie's List in light of Company B's failure to meet with Angie's List management as requested by Angie's List or conduct more detailed due diligence despite ample time to do so and the efforts to increase Company B's engagement and interest in a potential acquisition. The Committee instructed the Financial Advisors to continue pursuing a revised proposal from Company B that offered greater value to Angie's List stockholders and to engage in discussions with IAC and its advisors regarding the calculation of the ownership split, capitalization and governance of the proposed combined company, as discussed with the Angie's List board of directors. The Committee also instructed Sidley Austin to engage in discussions with Wachtell Lipton, legal counsel to IAC, regarding the terms of the transaction proposed by IAC.

        On April 3, 2017, Wachtell Lipton provided a draft merger agreement to Sidley Austin. This initial draft of the merger agreement contemplated several "deal protections," including, among others, a "force-the-vote" provision that would require the merger agreement to be submitted to a vote of

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Angie's List stockholders even if the Angie's List board of directors were no longer recommending its adoption, a $20 million termination fee payable by Angie's List to IAC following the termination of the merger agreement in specified circumstances and a $10 million expense reimbursement payable by Angie's List to IAC if the merger agreement were to be terminated for failure to obtain the approval of the Angie's List stockholders. The draft merger agreement also reflected the transaction structure proposed in the term sheet, whereby HomeAdvisor and Angie's List would be combined into a new publicly traded company. Over the course of the next several weeks, Wachtell Lipton provided to Sidley Austin drafts of the proposed ancillary agreements to be entered into in connection with the proposed transaction, forms of the proposed certificate of incorporation and bylaws of the combined company to be in effect as of the closing of the proposed transaction, and a form of voting agreement that IAC sought to enter into with several of Angie's List's significant stockholders. On April 4, 2017, representatives of Sidley Austin and Wachtell Lipton held a conference call during which representatives of Sidley Austin indicated that, prior to engaging in negotiations regarding the terms of a definitive merger agreement, Angie's List sought to agree on the treatment of Angie's List and HomeAdvisor Business equity awards in the calculation of the proposed ownership split in the combined company.

        On April 6, 2017, Company A submitted a revised indication of interest for a combination of Company A and Angie's List in which Angie's List stockholders in the aggregate would receive, upon consummation of the transaction, approximately 42% of the combined company's outstanding common stock, as well as cash consideration of $100 million. Also on April 6, 2017, representatives of Sidley Austin contacted representatives of Wachtell Lipton and communicated the high-level issues that the Angie's List board of directors had with the voting agreement that IAC sought to enter into with certain stockholders of Angie's List and the other deal protections proposed by IAC, including with respect to the ability of Angie's List to engage with third parties that may be interested in making competing proposals following the execution of the merger agreement, the limited rights of Angie's List to terminate the merger agreement prior to a vote of Angie's List stockholders on its adoption, the circumstances under which Angie's List would be obligated to pay IAC a termination fee upon termination of the merger agreement, the amount of the termination fee and other deal protections contained in Wachtell Lipton's draft merger agreement. In response, representatives of Wachtell Lipton conveyed IAC's reasons for the proposed provisions and IAC's positions on the topics raised. The representatives of Sidley Austin and Wachtell Lipton also discussed the proposed transaction structure and agreed that the proposed structure was the most efficient from a tax and governance perspective.

        On April 7, 2017, the Committee met with Angie's List management and representatives of Sidley Austin and the Financial Advisors in attendance. Representatives of the Financial Advisors updated the Committee as to their discussions with IAC since the prior Committee meeting, and representatives of Sidley Austin updated the Committee as to discussions with Wachtell Lipton regarding exclusivity, certain proposed deal protections and the ongoing due diligence reviews of Angie's List and the HomeAdvisor Business. Representatives of the Financial Advisors also updated the Committee as to Company A's revised proposal submitted on April 6, 2017 and the transaction timeline proposed by Company A. The Committee requested that the Financial Advisors ask Company A to further increase the value offered by its proposal to Angie's List stockholders. The attendees also discussed Company B's statements to the Financial Advisors on April 3, 2017, and Company B's failure to formally submit a revised bid. The Committee instructed the Financial Advisors to pursue further discussions with Company B, offer to provide Company B with updated capitalization data of Angie's List, and request a "best and final" proposal from Company B. The Committee also determined that it was not prepared to agree to the requested exclusivity arrangement with IAC.

        Later in the day on April 7, 2017, at the direction of the Angie's List board of directors, representatives of the Financial Advisors spoke with a representative of Company A, who stated that Company A's proposal provided on the previous day was its best and final offer. Additionally, at the

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direction of the Angie's List board of directors, representatives of the Financial Advisors provided Angie's List's updated capitalization data to Company B.

        On April 9, 2017, as directed by IAC and Angie's List, representatives of JPMorgan and Allen & Company discussed IAC's and Angie's List's respective proposals for the treatment of the outstanding equity awards of Angie's List and the outstanding equity awards held by employees of the HomeAdvisor Business in the calculation of the number of Class B shares of the combined company to be held by IAC upon the completion of the proposed transaction (and the resultant ownership percentages of Angie's List securityholders, on the one hand, and IAC and HomeAdvisor Business equity award holders, on the other hand, in the combined company).

        On April 10, 2017, Company B submitted a preliminary, non-binding proposal to acquire all of the outstanding shares of Angie's List common stock for $7.50 per share in cash. Also on April 10 and April 11, 2017, representatives of Angie's List (including a Committee member, Mr. Evans) and IAC met in Indianapolis to conduct due diligence on Angie's List and the HomeAdvisor Business and discussed potential synergies that might be achieved by the combined company. Representatives of the Financial Advisors and JPMorgan also attended these meetings.

        On April 11, 2017, Sidley Austin provided a revised draft merger agreement to Wachtell Lipton. Among other changes, this revised draft of the merger agreement rejected the force-the-vote provision of the April 3 draft and permitted Angie's List to terminate the merger agreement to accept a superior proposal upon payment of the termination fee, reduced the termination fee to $10 million and rejected the $10 million expense reimbursement obligations on Angie's List. Thereafter, until the agreement was finalized and executed on May 1, 2017, Wachtell Lipton and Sidley Austin negotiated the terms of the Merger Agreement, the forms of the Ancillary Agreements and the other transaction documents.

        On April 12, 2017, the Committee met with Angie's List management and representatives of Sidley Austin and the Financial Advisors. The Financial Advisors updated the Committee as to the status of the most recently received proposals from each of IAC, Company A and Company B, and the attendees discussed Company B's non-binding proposal to acquire all of the outstanding shares of Angie's List common stock for $7.50 per share in cash and Company A's statement that its proposal submitted on April 6, 2017 was its best and final offer. The Committee instructed the Financial Advisors to schedule a telephone call with Company B in order to further discuss Company B's proposal. The attendees discussed the status of the negotiations with IAC and IAC's ongoing due diligence review of Angie's List. In addition, a representative of Sidley Austin updated the Committee as to the status of ongoing negotiations regarding the proposed merger agreement, the forms of certificate of incorporation and bylaws of the combined company to be in effect at the closing of the proposed transaction and certain ancillary agreements that the combined company would enter into with IAC in connection with the proposed transaction.

        On April 15, 2017, representatives of Angie's List (including Mr. Evans), together with representatives of Allen & Company and Sidley Austin, held a conference call with representatives of IAC (including Mr. Levin), JPMorgan and Wachtell Lipton to discuss the most recent proposals of each of IAC and Angie's List regarding deal protections, the governance of the combined company and the protections sought by Angie's List for the minority stockholders of the combined company to determine whether there was a basis on which to continue negotiations. Following discussion, it was determined that Angie's List would formulate a revised proposal and deliver the proposal to IAC.

        On April 16, 2017, the Committee met with Angie's List management and representatives of Sidley Austin and the Financial Advisors. During this meeting, Sidley Austin provided the Committee with an update as to the status of negotiations with IAC regarding the terms of the proposed transaction, including with respect to deal protections and governance of the combined company, and the Committee gave guidance and instruction to Sidley Austin regarding such terms.

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        Later that day, Sidley Austin delivered a revised proposal regarding deal protections, combined company governance and minority stockholder protections to Wachtell Lipton which, in key part, proposed that Angie's List be permitted to terminate the merger agreement to accept a superior proposal upon payment of a termination fee, provided for a prohibition on IAC completing certain "squeeze out" transactions during a specified post-closing period without the approval of an independent committee of the combined company's board of directors, and provided for representation on the combined company's board of directors by current Angie's List directors (or their chosen successors). Although open issues remained, IAC agreed that it would continue negotiating the terms of the draft merger agreement and related ancillary agreements on this basis.

        On April 17, 2017, Wachtell Lipton provided a revised draft of the merger agreement to Sidley Austin, which contemplated a $20 million termination fee, but accepted Angie's List's rejection of the expense reimbursement provision and of the force-the-vote provision. Moreover, this updated draft accepted Angie's List's proposal that Angie's List be permitted to terminate the merger agreement to accept a superior proposal after complying with specified procedures and upon payment of the termination fee.

        On April 18, 2017, a mutual due diligence session was held in New York City with representatives of IAC, the HomeAdvisor Business, JPMorgan, Angie's List (including a Committee member, Mr. Evans) and the Financial Advisors in attendance. At this meeting, the representatives and advisors of IAC conducted follow-up due diligence on Angie's List and Angie's List's representatives and advisors reviewed certain financial and operational information relating to the HomeAdvisor Business.

        On April 20, 2017, representatives of Angie's List management, Mr. Evans and Company B met in Chicago, Illinois to discuss Angie's List's business, operating results and financial model, as well as potential synergies, prospects for a combined company, and certain financial information regarding Company B's proposal.

        On April 20, 2017, as directed by IAC and Angie's List, representatives of JPMorgan and Allen & Company further discussed IAC's and Angie's List's respective positions regarding the treatment of certain unvested outstanding equity awards held by employees of the HomeAdvisor Business in the calculation of the number of Class B shares of the combined company to be held by IAC upon completion of the proposed transaction (and the resultant ownership percentages of Angie's List securityholders, on the one hand, and IAC and HomeAdvisor Business equity award holders, on the other hand, in the combined company), as IAC and Angie's List had not yet reached agreement on this point. At the request of IAC and Angie's List, representatives of JPMorgan and Allen & Company spoke again on April 22, 2017 to discuss the same topic, with a representative of Allen & Company stating, as instructed by Angie's List, that Angie's List had not accepted IAC's prior proposal. The representatives of JPMorgan and Allen & Company concluded that Mr. Levin and Mr. Evans should speak in an effort to reach agreement on this topic. Mr. Levin and Mr. Evans spoke on April 24, 2017 and agreed that 50% of the outstanding in-the-money unvested equity awards held by employees of the HomeAdvisor Business would reduce the number of Class B shares in the combined company to be held by IAC at the closing, with the remaining 50% diluting all stockholders of the combined company post-closing. Although the parties continued to frame their discussions on the basis of an equity split between IAC and the Angie's List stockholders of approximately 87% and 13%, respectively, when taking into account the treatment of equity awards, former Angie's List securityholders (including option and RSU holders) would own approximately 12.75% of the outstanding common stock of the combined company on a fully diluted basis upon consummation of the transaction. The Angie's List board of directors focused on, and similarly directed the Financial Advisors to assume, this 12.75% fully diluted equity ownership percentage, as it represented a more conservative view (as it reflected dilution from outstanding equity awards relating to the HomeAdvisor Business) of the relative equity ownership percentage for former Angie's List securityholders. The financial projections shared with

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Company B on April 20, 2017 were also shared with IAC on April 21, 2017 and are the financial projections set forth in the section entitled "—Certain Financial Projections."

        On April 24, 2017, the Committee met with certain members of Angie's List management in attendance. A Committee member briefed the Committee on discussions held with a significant stockholder of Angie's List that had entered into a non-disclosure agreement and from which IAC had requested that the Company obtain a voting agreement in order to share with such stockholder the progress in evaluating strategic alternatives and the proposals from IAC, Company A and Company B, and to ascertain the stockholder's relative interest in each of the three proposals. The stockholder indicated a preference for the combination with IAC, but expressed that it wanted additional value and downside protection. The Committee also discussed Company B's revised proposal, submitted earlier that day, to acquire all of the outstanding shares of Angie's List common stock for $7.85 to $8.00 per share in cash (subsequently verbally confirmed by representatives of Company B to be $8.00 per share based on Angie's List's then current capitalization), and the guidance to be provided to the Financial Advisors and Sidley Austin on continuing discussions with Company B and outreach to Angie's List stockholders to assess their support of the proposed transaction with IAC.

        Also on April 24, 2017, the IAC board of directors held a meeting to discuss the proposed transaction with members of IAC management and representatives of Wachtell Lipton in attendance. IAC management updated the IAC board of directors on the proposed transaction, reviewed the course of negotiations with Angie's List over the previous weeks and described the key economic terms of the proposed transaction. Management and representatives of Wachtell Lipton also reviewed with the IAC board of directors the key terms of the proposed merger agreement and related ancillary agreements and discussed the remaining open items prior to entering into a definitive agreement, including whether IAC would ultimately be able to obtain voting agreements with certain significant stockholders of Angie's List, and discussed the expected timeline to reaching agreement with Angie's List on the definitive terms of the proposed transaction. After discussion, the IAC board of directors approved the entry by IAC, ANGI Homeservices and Merger Sub into definitive agreements with Angie's List on the terms described at the meeting and delegated to the Executive Committee of the IAC board of directors the authority to oversee and approve the negotiation and finalization of the remaining open terms of the proposed transaction.

        On April 25, 2017, with the consent of Angie's List and at the request of a certain significant stockholder of Angie's List, a representative of IAC met with the stockholder to discuss the proposed transaction and such stockholder's willingness to enter into a voting agreement in support of the transaction with IAC. The stockholder indicated to the IAC representative that the stockholder would not be willing to enter into a voting agreement with IAC if the economic terms of the transaction were not improved from those currently proposed by IAC and Angie's List.

        On April 28, 2017, the Committee met with representatives of Sidley Austin and the Financial Advisors. Representatives of Sidley Austin and the Financial Advisors briefed the Committee on the ongoing negotiations with IAC regarding the terms of the proposed transaction. The Financial Advisors also briefed the Committee on discussions held by Mr. Evans with three significant stockholders of Angie's List (that had entered into non-disclosure agreements and from which IAC had requested that Angie's List obtain voting agreements) regarding Angie's List's progress in evaluating strategic alternatives and the proposals from IAC, Company A and Company B. The stockholders indicated a preference for the combination with IAC, but expressed that they wanted additional value and downside protection for the stockholders of Angie's List. The stockholders also encouraged Angie's List to seek to obtain a higher proposal from Company B. The Committee also discussed Company B's proposal to acquire Angie's List with representatives of Sidley Austin and the Financial Advisors. The Committee instructed the Financial Advisors to contact Company B to again request its best and final offer. The Committee also instructed the Financial Advisors to inform IAC's advisors that the value offered to Angie's List stockholders in IAC's proposal of March 31, 2017 must be improved and to

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continue to seek agreement on the treatment of unvested equity awards of Angie's List in the calculation of the number of Class B shares of the combined company to be held by IAC upon the completion of the proposed transaction.

        Later that same day, in accordance with the Committee's directives, a representative of Allen & Company contacted a representative of JPMorgan and communicated the Committee's position that, in order to proceed with the proposed transaction, IAC must increase the consideration Angie's List securityholders would receive in the transaction. After discussion with IAC, the representative of JPMorgan responded to the representative of Allen & Company and stated that IAC was not willing to increase the consideration offered in the proposed transaction by any amount, but that, to alleviate certain concerns communicated by the Committee regarding downside protection for Angie's List stockholders, IAC would consider offering a portion of the transaction consideration in cash, at the election of Angie's List stockholders.

        On April 29, 2017, the Angie's List board of directors met with Angie's List management and representatives of Sidley Austin and the Financial Advisors in attendance. The Financial Advisors provided an update as to the current status of negotiations with the three parties that had submitted preliminary indications of interest and subsequent proposals and reviewed the financial terms of the then-current proposals, noting, among other things, that representatives of each of Company A and Company B had communicated to the Financial Advisors that their respective then-current proposals were their best and final offers to acquire Angie's List. The Angie's List board of directors discussed the proposal from Company A and determined that, compared to the value and the certainty of the proposal from IAC, Company A's proposal undervalued Angie's List, that it was not reasonably likely that Company A would improve its proposal and that, as a result, Angie's List should not further pursue negotiations regarding a potential transaction with Company A. The Angie's List board of directors also discussed the status of discussions with Company B, and in particular Company B's revised proposal to acquire all of the outstanding shares of Angie's List common stock for $8.00 per share in cash, which Company B had confirmed was its best and final offer. The Angie's List board of directors then concluded that IAC's stock-for-stock proposal offered Angie's list stockholders greater value potential than Company B's proposal. Representatives of Sidley Austin reviewed with the Angie's List board of directors the material terms of the proposed transaction documentation in respect IAC's proposed combination of Angie's List with the HomeAdvisor Business. The Financial Advisors also discussed with the Angie's List board of directors preliminary financial perspectives regarding a combination with the HomeAdvisor Business and members of the Committee, along with representatives of the Financial Advisors, updated the Angie's List board of directors regarding the outreach, as directed by the Committee, to certain of Angie's List's significant stockholders to gauge their support for the proposed transaction with IAC. The Angie's List board of directors discussed the status of these discussions and instructed the Financial Advisors to inform IAC's financial advisor that the Angie's List board of directors would require that three of the 13 percentage points of the equity in the combined company proposed to be allocated to Angie's List securityholders be offered as a cash election at a price of $8.50 per share of Angie's List common stock. Representatives of Sidley Austin also reviewed with the Angie's List board of directors certain fiduciary duties and legal matters relating to the Angie's List board of directors' consideration of the proposed Transactions and discussed certain material terms of the proposed Merger Agreement, the proposed Ancillary Agreements and the proposed amended and restated certificate of incorporation and amended and restated bylaws of ANGI Homeservices.

        Later that day, in accordance with the directives of the Angie's List board of directors, a representative of Allen & Company informed a representative of JPMorgan of the requirement of the Angie's List board of directors that, in order to proceed with the proposed transaction, the value attributable to three of the 13 percentage points of the equity in the combined company proposed to be allocated to Angie's List securityholders should be offered to Angie's List stockholders in the form

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of cash at a price of $8.50 per share of Angie's List common stock. The representative of Allen & Company also relayed the request from a significant stockholder of Angie's List that such stockholder receive representation on the board of directors of the combined company. Following discussion with IAC, including the members of the Executive Committee of the IAC board of directors, the representative of JPMorgan informed the representative of Allen & Company that IAC was willing to accept the requirement of the Angie's List board of directors to make cash consideration of $8.50 per share of Angie's List common stock available for election by Angie's List stockholders, subject to a cap on the aggregate cash consideration payable by IAC of $130 million, and that IAC was not willing to extend a board seat to the Angie's List stockholder. Mr. Levin concurrently called Mr. Evans to relay the same message.

        On April 30, 2017, in accordance with the directives of the Angie's List board of directors, representatives of Allen & Company contacted representatives of JPMorgan to report that, subject to the approval of the Angie's List board of directors, Angie's List was willing to agree to the $130 million cap on the aggregate cash consideration to be made available for election by Angie's List stockholders. Representatives of IAC, JPMorgan and Wachtell Lipton, on the one hand, and the representatives of Angie's List, the Financial Advisors and Sidley Austin, on the other hand, worked to resolve the remaining open issues. Representatives of Sidley Austin and Wachtell Lipton also continued to negotiate the terms of the proposed voting agreement with certain significant stockholders of Angie's List.

        On May 1, 2017, the Angie's List board of directors met to consider IAC's proposed combination of Angie's List with the HomeAdvisor Business, with Angie's List management and representatives of Sidley Austin and the Financial Advisors in attendance. The Angie's List board of directors was provided in advance of the meeting with proposed final versions of the Merger Agreement, the Ancillary Agreements, the proposed amended and restated certificate of incorporation and amended and restated bylaws of ANGI Homeservices that would be in effect upon completion of the transaction, and certain other materials related to the Transactions. At the meeting, representatives of the Financial Advisors and Sidley Austin updated the Angie's List board of directors on negotiations with IAC since the last Angie's List board of directors meeting and the Financial Advisors reviewed with the Angie's List board of directors the proposed final terms negotiated with IAC, subject to the Angie's List board of directors' approval, of the Transactions, noting among other things that, under the proposed terms, each outstanding share of Angie's List common stock would be converted into the right to receive, at the option of the holder thereof, either one Class A share of the combined company or $8.50 in cash, without interest (subject to a cap on the aggregate cash consideration payable by IAC of $130 million). Members of the Committee, along with representatives of the Financial Advisors, also updated the Angie's List board of directors as to the status of the proposed voting agreement to be entered into by certain significant stockholders of Angie's List, noting that one of those stockholders had expressed support for the proposed Transactions but, given pre-existing encumbrances on the stockholder's Angie's List stock, was unable to enter into a voting agreement with IAC and that the other stockholders indicated that they were not willing to execute voting agreements. Representatives of Sidley Austin had notified representatives of Wachtell Lipton of the status of the voting agreement immediately prior to the Angie's List board meeting and informed the Angie's List board of directors that IAC had indicated its willingness nevertheless to proceed with the Transactions in the absence of the proposed voting agreements.

        At the May 1, 2017 meeting, representatives of Sidley Austin again reviewed with the Angie's List board of directors certain legal matters and fiduciary duties relating to the Angie's List board of directors' consideration of the proposed Transactions and discussed certain material terms of the proposed Merger Agreement, the proposed Ancillary Agreements and the proposed amended and restated certificate of incorporation and amended and restated bylaws of ANGI Homeservices. Also at this meeting, the Financial Advisors reviewed with the Angie's List board of directors their financial

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analyses of the proposed Merger Consideration, and each Financial Advisor separately rendered an oral opinion, confirmed by delivery by of a written opinion dated May 1, 2017, to the Angie's List board of directors to the effect that, as of that date and based on and subject to various assumptions, limitations and qualifications described in the opinion, the Merger Consideration to be received pursuant to the Merger Agreement by holders of Angie's List common stock was fair, from a financial point of view, to such holders. Following discussion, the Angie's List board of directors, taking into account various factors and potential risks, including those described below in the sections entitled "—Joint Reasons of Angie's List and IAC for the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors," unanimously determined that it is in the best interests of Angie's List's stockholders, and declared it advisable, to enter into the proposed Merger Agreement, approved the execution, delivery and performance of the proposed Merger Agreement and the consummation of the Transactions and resolved to recommend adoption of the proposed Merger Agreement by the stockholders of Angie's List and to submit the proposed Merger Agreement to the stockholders of Angie's List for adoption.

        After the meeting, the Merger Agreement was executed by Angie's List, IAC, ANGI Homeservices and Merger Sub and the execution of the Merger Agreement and the proposed Transactions were announced at approximately 5:30 p.m. Eastern time on May 1, 2017 in a press release jointly issued by Angie's List and IAC.

Joint Reasons of Angie's List and IAC for the Transactions

        IAC and Angie's List (which, for purposes of this section, are sometimes referred to as "we" and "our") believe that the combination of the HomeAdvisor Business and Angie's List pursuant to the Transactions will enhance stockholder value by, among other things, enabling the combined company, ANGI Homeservices, to capitalize on the market opportunity presented by the following dynamics of the home services market:

    Large and growing addressable market:   The U.S. home services market is large and growing, with an estimated total value in excess of $400 billion in 2017, and an expected compound annual growth rate of approximately 6% over the next five years, according to Cowen and Company. Following the completion of the Transactions, we expect ANGI Homeservices to have a network of approximately 200,000 service professionals, with the ability to cover more than 500 categories of home services jobs in more than 400 discrete geographic markets in the United States. As the operator of the largest global home services marketplace, we believe ANGI Homeservices will be well positioned to capitalize on this growing market.

    Fragmented two-sided marketplace:   The home services market is also highly fragmented on both the consumer and service professional sides of the marketplace. According to the U.S. Census Bureau's 2015 American Housing Survey, there are 74 million owner-occupied households in the United States and, on average, homeowners complete over six jobs per year, according to HomeAdvisor's internal brand tracking study. There are over 3 million service professionals serving this addressable market (according to Cowen and Company estimates), who we believe are using a wide array of solutions to connect to homeowners. We believe this substantial fragmentation means that both consumers and service professionals experience significant friction when trying to transact, which creates an opportunity for a technology-driven marketplace to provide a superior solution. We believe a solutions provider such as ANGI Homeservices can provide enduring value to service professionals and to homeowners by reducing friction, increasing total transaction volume, enabling more satisfying experiences and delivering improved returns (whether measured by time spent searching or dollars spent marketing) to marketplace participants.

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    Accelerating online migration:   The home services market is one of the largest remaining marketplaces where digital penetration remains low. We believe that a significant portion of service requests are fulfilled offline through word of mouth and referrals. We expect the migration to online marketplaces for finding and booking home services to accelerate in the future due to many factors, including: (i) the increased convenience and appeal of matching homeowners with service professionals through the application of technology, facilitated by the increased consumer adoption of internet-connected mobile devices, (ii) an increasing supply of digitally-savvy service professionals as more of them join online marketplaces as part of the continued shift toward more efficient and trackable marketing solutions and (iii) favorable demographic trends, including increasing homeownership by millennials, who we believe are generally more willing to use online services than older populations.

        We believe that the combined company will be better positioned than either Angie's List or the HomeAdvisor Business would be on a standalone basis to capitalize on these dynamics of the home services market due to the substantial strategic and financial benefits that we believe will result from the Transactions. We believe these benefits include:

    Network effects of the combination:   We believe that combining Angie's List, which has the industry's leading brand (according to a brand measurement study conducted by the HomeAdvisor Business) and significant recurring organic traffic (with an estimated 13.0 million monthly unique visitors to its platform (on average, for the twelve months ended June 30, 2017, measured by daily unique visitors, according to web analytics company Omniture)), with the HomeAdvisor Business, which we believe has the nation's largest online network of service professionals (with approximately 164,000 paying professionals in its network as of June 30, 2017), will create a more comprehensive, liquid and efficient marketplace. Specifically, combining Angie's List's substantial intent-driven consumer traffic with HomeAdvisor's network of service professionals is expected to result in a greater number of service requests on ANGI Homeservices platforms, which will help absorb the current unused capacity in the HomeAdvisor network. The increased scale of the combined company is also expected to accelerate the powerful network effects via a positive feedback loop that HomeAdvisor currently enjoys, as a larger number of service requests will attract more quality service professionals to the ANGI Homeservices network, which in turn will attract more consumers and generate more service requests which will attract even more service professionals, and so on. The combined company will also have a more robust set of data to improve the matching of service requests to service professionals, which is expected to increase the quality of the platforms and thereby increase our ability to convert consumers and service professionals into long-term users of our platforms. In the HomeAdvisor Business's experience, such network effects lead to better service professional quality, increased service request frequency, improved customer and service professional retention and higher return on investment for participating service professionals.

    Diversifying the monetization model:   We believe that ANGI Homeservices will have best-in-class monetization capabilities, spanning a variety of monetization methods, and offering choice to service professionals and consumers alike. Currently, Angie's List operates an advertising business in which service professionals pay a fixed fee for advertising on the Angie's List platform. HomeAdvisor operates a connection fee-based model, where the service professional pays customer connection fees for matches provided by HomeAdvisor, as well as a subscription fee. The combined company will apply HomeAdvisor's model to Angie's List traffic, and will offer Angie's List users the ability to be matched with service professionals (through HomeAdvisor's various services for homeowners, including matching services using HomeAdvisor's proprietary algorithm, Instant Booking and Instant Connect), with those service professionals paying connection fees. In addition to monetizing Angie's List traffic through connection fees, the combined company will continue to offer Angie's List's historical advertising

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      products, which offer service professionals access and exposure to the substantial consumer traffic on the Angie's List platform for a fixed advertising price. To further drive revenue at the combined company, the ANGI Homeservices sales force will cross-market and cross-sell both transactional and ad-based offerings to their combined base of service professionals. We believe that offering service professionals the choice and flexibility to select the product that works best for them will attract more service professionals to the network, and strengthen its offerings to home service customers as a result.

    Enhancing innovation:   We expect that, by combining the resources of the HomeAdvisor Business and Angie's List, ANGI Homeservices will be able to accelerate the product innovation that is fundamental to removing friction in order to drive home services customers and service professionals online. Key focus areas include: (i) providing service professionals better tools to track spending and revenues, (ii) increasing mobile app adoption (by consumers and service professionals), (iii) enhancing the combined company's on-demand instant booking and instant connect offering, (iv) rolling out same-day service and (v) continual improvement of the combined company's proprietary matching algorithms by increasingly applying artificial intelligence and machine learning against our large database of transactions and customer feedback. We believe that the increased reach, scale and resources of ANGI Homeservices will facilitate continued product innovation in the rapidly growing digital home services market, leading to the potential for long-term revenue and earnings growth, as well as improved consumer satisfaction.

    Improving customer and service professional acquisition efficiency:   We believe the combined company will leverage shared best practices and data to deliver market-leading customer acquisition efficiency, including: (i) enabling more efficient nationwide online and offline advertising across our enlarged platforms due to larger (combined) advertising buys, (ii) benefitting from additional data to enable more powerful online advertisement targeting and (iii) leveraging a combined email list, which will increase the pool of potential consumers in the network. Moreover, we believe that the combined company will have a more effective nationwide sales force, with the ability to utilize the combined company's platforms to acquire service professionals more efficiently.

    Achieving substantial synergies:   We believe that the Transactions will create significant synergies across the combined company in three major categories: (i) cost savings that result from the streamlining of duplicative resources or the refocusing of such otherwise duplicative resources toward growth initiatives; (ii) enhanced monetization of the Angie's List consumer traffic by application of the HomeAdvisor business model; and (iii) efficiencies and conversion improvements resulting from the increased scale of the combined company, including in the areas of sales, marketing and technology.

    Blending compatible cultures and service philosophies:   ANGI Homeservices will have a highly experienced management team assembled from both companies, and a board of directors comprised of representatives of both IAC and the current board of directors of Angie's List. We believe that the industry expertise of management, coupled with the continuity in management oversight in the combined company's board, will provide a deep understanding of the best practices of both companies that will facilitate successful integration of the HomeAdvisor Business and Angie's List. Further, given the expected headcount growth at the HomeAdvisor Business, the Angie's List workforce may help reduce HomeAdvisor's outside hiring needs with the addition of qualified trained industry professionals.

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Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors

        The Angie's List board of directors believes that the businesses of Angie's List and the HomeAdvisor Business are complementary and that a combination of Angie's List with the HomeAdvisor Business presents a compelling strategic opportunity to enhance value for Angie's List stockholders. In evaluating the Transactions, the Angie's List board of directors consulted with Angie's List's management and legal and financial advisors. In reaching its decision to approve the Merger Agreement and recommend the adoption of the Merger Agreement to Angie's List's stockholders, the Angie's List board of directors considered a number of factors, including those described above under "—Joint Reasons of Angie's List and IAC for the Transactions," as well as, among others, the following additional factors:

    the Angie's List board of directors' and management's knowledge of Angie's List's business, operations, financial condition and prospects, and its and their understanding of the HomeAdvisor Business and its operations, financial condition and prospects, including information obtained through due diligence reviews;

    the fact that Angie's List's business and operations complement those of the HomeAdvisor Business and, despite the similar nature of the businesses of Angie's List and the HomeAdvisor Business and that certain consumers and/or service providers using the platforms operated by Angie's List and the HomeAdvisor Business may overlap, the fact that the market opportunity for growth and the ability of the combined company to be better positioned to capitalize on the opportunities for growth than Angie's List would be able to accomplish alone is compelling;

    the expected synergies to be realized by the combined company, ANGI Homeservices, and the expectation of the Angie's List board of directors that the future earnings and prospects of the combined company (and, relatedly, the value to Angie's List stockholders who receive the Share Consideration) would be superior to those of Angie's List on a standalone basis;

    the Angie's List board of directors' view that, following an extensive solicitation process (as further discussed above under "—Background of the Transactions"), other strategic alternatives reasonably available to Angie's List would not result in value for Angie's List stockholders greater than the Merger Consideration;

    the fact that holders of Angie's List common stock will have an opportunity to receive shares of Class A common stock of ANGI Homeservices pursuant to the Merger, the perceived likelihood that the future value of a Class A share of ANGI Homeservices will exceed the potential future value of a share of Angie's List common stock, the potential for Class A shares of ANGI Homeservices to increase in value following completion of the Merger, the ability that Angie's List stockholders that receive the Share Consideration and hold Class A shares will have to participate in any such potential increase in value, and the expected tax treatment of the receipt of Class A common stock of ANGI Homeservices in the Merger;

    the fact that holders of Angie's List common stock may elect to receive the Share Consideration or the Cash Consideration in the Merger (or a combination thereof, by electing Cash Consideration with respect to some shares and Share Consideration with respect to other shares held by such stockholder), subject to the proration procedures regarding the aggregate Cash Consideration set forth in the Merger Agreement;

    the value of the Merger Consideration in comparison to the current and historical market prices of Angie's List common stock, including the fact that the $8.50 per share in cash that will be paid to stockholders who properly elect to receive the Cash Consideration in the Merger (subject to the proration procedures set forth in the Merger Agreement) represents a premium of approximately 45% to the $5.89 per share closing price of Angie's List common stock on NASDAQ on May 1, 2017, the last trading day prior to the announcement of the execution of

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      the Merger Agreement, and the percentage of ANGI Homeservices outstanding capital stock that Angie's List stockholders who receive the Share Consideration are expected to own following the Merger;

    the financial presentation and separate opinions, each dated May 1, 2017, of Allen & Company and BofA Merrill Lynch to the Angie's List board of directors as to the fairness, from a financial point of view and as of such date, of the Merger Consideration to be received by holders of Angie's List common stock pursuant to the Merger Agreement, which opinions were based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken, as more fully described in the section entitled "—Opinions of Angie's List's Financial Advisors;"

    the efforts made to negotiate a merger agreement that would be favorable to Angie's List and its stockholders and the terms and conditions of the fully negotiated Merger Agreement, including the size of the termination fee of $20 million payable to IAC in specified circumstances, and the parties' agreement on the circumstances under which such fee may become payable, as further discussed in the section entitled "The Merger Agreement—Effects of Termination of the Merger Agreement; Termination Fee and Expenses;"

    the efforts made to negotiate the contribution agreement and the other ancillary agreements in forms that would be favorable to Angie's List and its stockholders, and the terms and conditions of the fully negotiated Ancillary Agreements;

    the extent of IAC's commitment to obtain the required regulatory approvals for the Merger under the Merger Agreement;

    the ability of Angie's List under the terms of the Merger Agreement to negotiate with third parties concerning certain unsolicited competing acquisition proposals if Angie's List were to receive such proposals prior to the adoption of the Merger Agreement by the Angie's List stockholders, and the ability of Angie's List to terminate the Merger Agreement to accept a superior proposal under certain circumstances, each as further described in the section entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals;"

    the fact that two representatives from the Angie's List board of directors will serve as directors of ANGI Homeservices following the Closing pursuant to the Merger Agreement (the directors selected by Angie's List, who will be Angela R. Hicks Bowman and Thomas R. Evans, if they continue to be able and willing to serve, together with any replacements designated pursuant to the Investor Rights Agreement are referred to as the "ANGI-Designated Directors"), and the fact that there are certain protections for the benefit of the minority stockholders of ANGI Homeservices set forth in the amended and restated certificate of incorporation and bylaws of ANGI Homeservices that will be in effect upon the Closing, as well as certain provisions of the Investor Rights Agreement negotiated for the benefit of the minority stockholders of ANGI Homeservices, including that from the Effective Time until the date the 2020 annual meeting of stockholders of ANGI Homeservices is held, (i) certain procedures for selecting a replacement director in the event that one or both of the ANGI-Designated Directors become unable or unwilling or otherwise cease to serve on the ANGI Homeservices board of directors are in effect, (ii) IAC is prohibited from effecting a "squeeze-out" transaction pursuant to Section 253 of the DGCL unless approved by a committee of independent directors of the ANGI Homeservices board of directors, at least 50% of whom must be ANGI-Designated Directors so long as any ANGI-Designated Directors who qualify as independent are then serving on the ANGI Homeservices board, and (iii) certain transferees of 20% or more of IAC's equity interest in ANGI Homeservices are required to assume IAC's obligations under the Investor Rights Agreement, as further described in the sections entitled "Corporate Governance of ANGI Homeservices Following the Merger" and "Ancillary Agreements—Investor Rights Agreement."

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        The Angie's List board of directors also weighed the factors described above against certain factors and potential risks associated with entering into the Merger Agreement, including, among others, the following:

    the fact that Angie's List stockholders will receive ANGI Homeservices Class A common stock in the Merger, which will have one vote per share, while IAC will own all of the shares of ANGI Homeservices Class B common stock, which will have 10 votes per share, immediately following the Merger, and that IAC is expected to control a substantial majority of the voting and economic interests in ANGI Homeservices immediately following the Merger;

    the fact that there is no trading history for ANGI Homeservices equity securities or any equity securities of any of the HomeAdvisor Entities, and that therefore there would be substantial uncertainty regarding the prices at which the Class A shares to be received by Angie's List stockholders who receive the Share Consideration in the Merger may trade following the Merger;

    the possibility of significant costs and delays resulting from seeking regulatory approvals necessary to complete the Transactions, the possibility that the Transactions may not be completed if such approvals are not obtained or if any of the other conditions to the Closing are not satisfied, and the potential negative impacts on Angie's List, its business, and the price of Angie's List common stock if such approvals are not obtained or any such other conditions are not satisfied;

    the fact that the integration of Angie's List and the HomeAdvisor Business may be complex and time-consuming and may require substantial resources and effort, and the risk that if ANGI Homeservices does not successfully integrate Angie's List with the HomeAdvisor Business, the anticipated benefits of the Transactions may not be realized fully or at all or may take longer to realize than expected;

    the possibility that strategic and other benefits expected to be created by the combination of Angie's List and the HomeAdvisor Business following the completion of the Transactions, including expected synergies, may not be realized by ANGI Homeservices or will take longer to realize than expected;

    the risks to and costs that could be borne by Angie's List if the Transactions are not completed, including the potential for diversion of management and employee attention and for increased employee attrition during the period prior to completion of the Transactions, and the potential effect of the pendency of the Transactions on Angie's List's business and relations with customers, partners and suppliers;

    the risk that certain key employees and customers of Angie's List might not choose to remain with the combined company;

    the restrictions set forth in the Merger Agreement on the conduct of Angie's List's business prior to completion of the Transactions, which require Angie's List to conduct its business only in the ordinary course, subject to specified limitations, which could delay or prevent Angie's List from undertaking business opportunities that may arise pending completion of the Transactions and could negatively impact Angie's List's relationships with its employees, customers, partners or suppliers;

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    the fact that the Merger Agreement prohibits Angie's List from soliciting proposals for alternative transactions prior to the termination of the Merger Agreement and includes certain restrictions on the ability of Angie's List to engage in discussions regarding unsolicited proposals for alternative transactions and on the ability of Angie's List to enter into an alternative transaction, including a termination fee of $20 million that would become payable to IAC if Angie's List were to terminate the Merger Agreement to accept a superior proposal, as further described in the sections entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals" and "—Effects of Termination of the Merger Agreement; Termination Fee and Expenses;"

    the fact that if the Merger Agreement is terminated under certain circumstances, Angie's List will be required to pay a termination fee of $20 million either upon or following such termination, as further described in the section entitled "The Merger Agreement—Effects of Termination of the Merger Agreement; Termination Fee and Expenses;"

    the costs to be incurred by Angie's List in connection with the Transactions; and

    the various other applicable risks associated with Angie's List, the HomeAdvisor Business, IAC, ANGI Homeservices, and the Transactions, including the risks described in the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors."

        In considering the recommendation of the Angie's List board of directors with respect to the proposal to adopt the Merger Agreement, you should be aware that some of Angie's List's directors and executive officers may have interests in the Merger that are different from yours. The Angie's List board of directors was aware of and considered these interests, among other matters, in evaluating the Merger Agreement and the Transactions, and in recommending that the Merger Agreement be adopted by Angie's List stockholders. See the section entitled "—Interests of Angie's List's Directors and Executive Officers in the Transactions."

        The foregoing discussion of the information and factors considered by the Angie's List board of directors in reaching its conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the Angie's List board of directors. In view of the wide variety of factors considered in connection with its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, and the complexity of these matters, the Angie's List board of directors did not find it practicable to, and did not attempt to, quantify, rank or assign any relative or specific weights to the various factors considered in reaching its determination and making its recommendation. In addition, individual directors may have given different weights to different factors. The Angie's List board of directors considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

        The foregoing discussion also contains forward-looking statements with respect to future events that may have an effect on Angie's List's business, financial condition, or results of operations or the future financial performance of ANGI Homeservices. See the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors."

Opinions of Angie's List's Financial Advisors

Opinion of Allen & Company LLC

        Angie's List has engaged Allen & Company as a financial advisor in connection with the proposed Merger. In connection with this engagement, Angie's List requested that Allen & Company render an opinion to the Angie's List board of directors as to the fairness, from a financial point of view, to the holders of Angie's List common stock of the Merger Consideration to be received by such holders pursuant to the Merger Agreement. On May 1, 2017, at a meeting of the Angie's List board of directors held to evaluate the Merger, Allen & Company rendered an oral opinion, which was

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confirmed by delivery of a written opinion dated May 1, 2017, to the Angie's List board of directors to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, the Merger Consideration to be received by holders of Angie's List common stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

        The full text of Allen & Company's written opinion, dated May 1, 2017, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached as Annex E and is incorporated by reference herein in its entirety. The description of Allen & Company's opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Allen & Company's opinion. Allen & Company's opinion was intended for the benefit and use of the Angie's List board of directors (in its capacity as such) in connection with its evaluation of the Merger Consideration from a financial point of view and did not address any related transactions or any other terms, aspects or implications of the Merger. Allen & Company's opinion did not constitute a recommendation as to the course of action that Angie's List (or the Angie's List board of directors) should pursue in connection with the Merger or related transactions or otherwise address the merits of the underlying decision by Angie's List to engage in the Merger or related transactions, including in comparison to other strategies or transactions that might be available to Angie's List or which Angie's List might engage in or consider. Allen & Company's opinion does not constitute advice or a recommendation to any stockholder as to any election made by such stockholder or how such stockholder should vote or act on any matter relating to the Merger, any related transactions or otherwise.

        Allen & Company's opinion reflected and gave effect to Allen & Company's general familiarity with Angie's List and IAC as well as information that Allen & Company received during the course of its assignment, including information provided by the managements of Angie's List, IAC and the HomeAdvisor Business in the course of discussions relating to the Merger and related transactions as more fully described below. In arriving at its opinion, Allen & Company neither conducted a physical inspection of the properties or facilities of Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business nor made or obtained any evaluations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business, or conducted any analysis concerning the solvency or fair value of Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business. Allen & Company assumed, with the consent of Angie's List, that (i) ANGI Homeservices would retain or acquire all assets, properties and rights necessary for its and its subsidiaries' operations, (ii) there were no material undisclosed liabilities of or relating to Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business and, with respect to liabilities that ANGI Homeservices and/or its subsidiaries would assume in connection with the Merger or related transactions, appropriate reserves, indemnification arrangements or other provisions were or would be made, and (iii) neither ANGI Homeservices nor any of its subsidiaries would directly or indirectly retain, assume or incur any liabilities that were contemplated to be excluded as a result of the Merger, related transactions or otherwise.

        In arriving at its opinion, Allen & Company, among other things:

(i)
reviewed the financial terms and conditions of the Merger as reflected in a draft, provided to Allen & Company on May 1, 2017, of the Merger Agreement;

(ii)
reviewed certain publicly available historical business and financial information relating to Angie's List and certain historical business and financial information relating to the HomeAdvisor Business, including public filings of Angie's List and historical market prices for Angie's List common stock;

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(iii)
reviewed certain financial information relating to Angie's List provided to or discussed with Allen & Company by the management of Angie's List, including certain internal financial forecasts, estimates and other financial and operating data relating to Angie's List prepared by the management of Angie's List reflective of such management's views as to the likely future financial performance of Angie's List on a standalone basis (such forecasts, as prepared by such management and approved for Allen & Company's use and reliance on behalf of the Angie's List board of directors by the transaction committee thereof, the "Angie's List forecasts");

(iv)
reviewed certain financial information relating to the HomeAdvisor Business provided to or discussed with Allen & Company by the managements of IAC, the HomeAdvisor Business and Angie's List, including certain internal financial forecasts, estimates and other financial and operating data relating to the HomeAdvisor Business prepared by the managements of IAC and the HomeAdvisor Business for the fiscal years ending December 31, 2017 and 2018 as adjusted by the management of Angie's List and extrapolations therefrom as prepared by the management of Angie's List for the fiscal years ending December 31, 2019 through December 31, 2020 based on guidance from the managements of IAC and the HomeAdvisor Business (such forecasts, as adjusted and extrapolated and approved for Allen & Company's use and reliance on behalf of the Angie's List board of directors by the transaction committee thereof, the "HomeAdvisor Business forecasts");

(v)
held discussions with the managements of Angie's List, IAC and the HomeAdvisor Business relating to the past and current operations, financial condition and prospects of Angie's List and the HomeAdvisor Business as well as the operations, financial condition, prospects and capitalization of ANGI Homeservices;

(vi)
held discussions with the management of Angie's List as to the strategic rationale for, and certain potential cost savings and revenue enhancements (collectively, the "Synergies") expected by such management to result from, the Merger and related transactions;

(vii)
reviewed certain financial information relating to ANGI Homeservices provided to or discussed with Allen & Company by the managements of Angie's List, IAC and the HomeAdvisor Business, including certain internal financial forecasts, estimates and other financial and operating data relating to ANGI Homeservices prepared by the management of Angie's List based on the Angie's List forecasts and the HomeAdvisor Business forecasts and pro forma for the Merger and related transactions after taking into account the Synergies (such forecasts, as prepared by such management and approved for Allen & Company's use and reliance on behalf of the Angie's List board of directors by the transaction committee thereof, the "ANGI Homeservices forecasts");

(viii)
reviewed and analyzed certain publicly available information, including certain stock market data and financial information, relating to selected companies with businesses that Allen & Company deemed generally relevant in evaluating Angie's List and the HomeAdvisor Business;

(ix)
reviewed and analyzed certain publicly available financial information relating to selected transactions that Allen & Company deemed generally relevant in evaluating the Merger; and

(x)
conducted such other financial analyses and investigations as Allen & Company deemed necessary or appropriate for purposes of its opinion.

        In rendering its opinion, Allen & Company relied upon and assumed, with Angie's List's consent and without independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information available to Allen & Company from public sources, provided to or discussed with Allen & Company by the managements and/or other representatives of Angie's List, IAC and the HomeAdvisor Business or otherwise reviewed by Allen & Company. Allen & Company assumed, at the direction of Angie's List, without independent verification, that the internal unaudited financial statements with respect to the HomeAdvisor Business provided to Allen &

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Company were accurate and complete in all respects and fairly represented the items described therein and that, when delivered as contemplated by the Merger Agreement, the audited combined and consolidated financial statements and interim combined and consolidated unaudited financial statements relating to the HomeAdvisor Business would not reflect any information that would be meaningful in any respect to Allen & Company's analyses or opinion. With respect to the Angie's List forecasts (including, without limitation, as to net operating loss carryforwards of Angie's List), the HomeAdvisor Business forecasts (including, without limitation, adjustments and extrapolations prepared by the management of Angie's List), the ANGI Homeservices forecasts and the Synergies that Allen & Company was directed to utilize for purposes of its analyses, Allen & Company was advised by the management of Angie's List, and Allen & Company assumed, at the direction of Angie's List, that such financial forecasts, estimates and other financial and operating data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to, and were a reasonable basis upon which to evaluate, the future financial and operating performance of Angie's List, the HomeAdvisor Business and ANGI Homeservices, the Synergies and the other matters covered thereby. Allen & Company also assumed, with the consent of Angie's List, that the financial results, including, without limitation, as to the Synergies, reflected in the financial forecasts, estimates and other financial and operating data utilized in its analyses would be realized in the amounts and at the times projected. As the Angie's List board of directors was aware, the management of Angie's List provided potential buyers in connection with the sale process for Angie's List with certain perspectives regarding illustrative initiatives for Angie's List that Allen & Company was advised were not expected to be pursued by Angie's List or implemented in the manner then contemplated and such management also prepared alternative financial forecasts for the HomeAdvisor Business which Allen & Company was advised were not reflective of such management's views as to the likely future financial performance of the HomeAdvisor Business; accordingly, Allen & Company was directed not to take into account such initiatives or alternative financial forecasts for purposes of its analyses and opinion. Allen & Company expressed no opinion or view as to any financial forecasts, estimates or other financial or operating data or the assumptions on which they were based.

        Allen & Company relied, at the direction of Angie's List, upon the assessments of the managements of Angie's List, IAC and the HomeAdvisor Business as to, among other things, (i) transactions related to the Merger, including with respect to the timing thereof and assets, liabilities and financial and other terms involved, (ii) the potential impact on Angie's List, the HomeAdvisor Business and ANGI Homeservices of certain market, cyclical, seasonal, competitive and other trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the internet and technology industry, including the digital marketplace services sector thereof, (iii) the technology and intellectual property (and related risks) of Angie's List, the HomeAdvisor Business and ANGI Homeservices, (iv) existing and future contracts and relationships, agreements and arrangements with, and the ability to attract, retain and/or replace, key employees, vendors and other commercial relationships of Angie's List, the HomeAdvisor Business and ANGI Homeservices, and (v) the ability of ANGI Homeservices to integrate the operations of Angie's List and the HomeAdvisor Business. Allen & Company assumed, with the consent of Angie's List, that there would be no developments with respect to any such matters that would have an adverse effect on Angie's List, the HomeAdvisor Business, ANGI Homeservices, the Merger or any related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion.

        Further, Allen & Company's opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Allen & Company as of, the date of its opinion. It should be understood that subsequent developments may affect the conclusion expressed in Allen & Company's opinion and that Allen & Company assumed no responsibility for advising any person of any change in any matter affecting Allen & Company's opinion or for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. As the

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Angie's List board of directors was aware, the credit, financial and stock markets, and the industries in which Angie's List and the HomeAdvisor Business operate, have experienced and continue to experience volatility and Allen & Company expressed no opinion or view as to any potential effects of such volatility on Angie's List, the HomeAdvisor Business or ANGI Homeservices (or their respective businesses), the Merger or related transactions (including the contemplated benefits thereof). In connection with Allen & Company's engagement and at the direction of the Angie's List board of directors following public announcement by Angie's List that it would explore its strategic alternatives, discussions were held on behalf of Angie's List with selected third parties regarding their potential interest in a possible acquisition of Angie's List.

        Allen & Company did not express any opinion as to the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or other consideration payable to any officers, directors or employees of any party to the Merger or related transactions or any related entities, or any class of such persons or any other party, relative to the Merger Consideration or otherwise. Allen & Company expressed no opinion as to the actual value of ANGI Homeservices common stock when issued in connection with the Merger and related transactions or the prices at which Angie's List common stock or ANGI Homeservices common stock (or any other securities) may trade or otherwise be transferable at any time.

        In addition, Allen & Company expressed no opinion or view as to, and Allen & Company relied, at the direction of Angie's List, upon the assessments of representatives of Angie's List, IAC and the HomeAdvisor Business regarding, legal, regulatory, accounting, tax and similar matters relating to Angie's List, the HomeAdvisor Business, ANGI Homeservices, the Merger and related transactions, as to which Allen & Company understood such advice was obtained as deemed necessary from qualified professionals. Allen & Company assumed, with the consent of Angie's List, that the Merger and related transactions would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers, decrees and agreements for the Merger and related transactions, no delay, limitation, restriction or condition, including any divestiture or other requirements or remedies, amendments or modifications, would be imposed or occur that would have an adverse effect on Angie's List, the HomeAdvisor Business, ANGI Homeservices, the Merger or related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to its analyses or opinion. Allen & Company also assumed, with the consent of Angie's List, that the Merger, the Contribution, the IAC Share Issuance and certain other related transactions would qualify for the intended tax treatment contemplated by the Merger Agreement. Allen & Company further assumed, with the consent of Angie's List, that the final executed Merger Agreement would not differ from the draft reviewed by Allen & Company in any respect meaningful to its analyses or opinion.

        Allen & Company evaluated the portion of the Merger Consideration consisting of Share Consideration taking into account the relative values of Angie's List and the HomeAdvisor Business based on the relative estimated pro forma equity ownership percentages of approximately 12.75% and 87.25% that Allen & Company was advised holders of ANGI Homeservices common stock who formerly were Angie's List securityholders and holders of ANGI Homeservices common stock who formerly were equity holders in the HomeAdvisor Business, respectively, would hold of the outstanding shares of ANGI Homeservices common stock on a fully diluted basis upon consummation of the Merger and related transactions assuming, among other things, all outstanding shares of Angie's List common stock were converted in the Merger into Share Consideration. Allen & Company's opinion did not address related transactions or any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, the form or structure, or financial or other terms, of any related transactions or any terms, aspects or implications of the Contribution Agreement

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or any investor rights, services or tax sharing agreements, any intercompany note or any governance or other arrangements, agreements or understandings entered into in connection with, related to or contemplated by the Merger, related transactions or otherwise. Allen & Company's opinion was limited to the fairness, from a financial point of view and as of its date, of the Merger Consideration to be received by holders of Angie's List common stock pursuant to the Merger Agreement, without regard to individual circumstances of, or allocation or relative fairness among, holders of Angie's List common stock, ANGI Homeservices Class A common stock or ANGI Homeservices Class B common stock or any other securities of Angie's List or ANGI Homeservices, or any rights, preferences, restrictions or limitations (whether by virtue of control, voting, liquidity or otherwise) that may be attributable to any such securities or that may distinguish any holders thereof, and Allen & Company expressed no opinion or view with respect to any consideration received in connection with the Merger or related transactions by the holders of any class of securities, creditors or other constituencies of any party. Except as described in this summary, Angie's List imposed no other instructions or limitations on the investigations made or procedures followed by Allen & Company in rendering its opinion.

Miscellaneous

        Angie's List selected Allen & Company as a financial advisor in connection with the Merger based on, among other things, Allen & Company's reputation, experience and familiarity with the industries in which Angie's List and IAC operate. Allen & Company, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, bankruptcy reorganizations and similar recapitalizations, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. In the ordinary course, Allen & Company as a broker-dealer and market maker and certain of Allen & Company's affiliates and/or related entities have invested or may invest, hold long or short positions and may trade, either on a discretionary or non-discretionary basis, for their own account or for those of Allen & Company's clients, in the debt and equity securities (or related derivative securities) of Angie's List, IAC, ANGI Homeservices and/or their respective affiliates. The issuance of Allen & Company's opinion was approved by Allen & Company's fairness opinion committee.

        For Allen & Company's financial advisory services, Angie's List has agreed to pay Allen & Company an aggregate cash fee currently estimated to be approximately $10.4 million, of which a portion was payable upon delivery of Allen & Company's opinion and approximately $9.2 million is contingent upon consummation of the Merger. Angie's List also agreed to reimburse Allen & Company's reasonable expenses and to indemnify Allen & Company and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

        Although Allen & Company did not during the two-year period prior to the date of its opinion provide investment banking services unrelated to the Merger to Angie's List for which Allen & Company received compensation, Allen & Company may in the future provide such services to Angie's List and/or its affiliates, for which services Allen & Company would expect to receive compensation. As the Angie's List board of directors was aware, Allen & Company in the past has provided, and in the future may provide, investment banking services to IAC and/or its affiliates, for which services Allen & Company has received and/or may receive compensation, including, during the two-year period prior to the date of its opinion, having acted as a lead bookrunning manager in connection with an initial public offering of Match Group, Inc., a subsidiary of IAC, as well as assisting IAC in effecting certain share repurchases of IAC common stock, for which services Allen & Company received during such two-year period aggregate fees of approximately $5.2 million from IAC.

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Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated

        Angie's List also has engaged BofA Merrill Lynch as a financial advisor in connection with the Merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Angie's List selected BofA Merrill Lynch to act as a financial advisor in connection with the Merger on the basis of BofA Merrill Lynch's experience in similar transactions, its reputation in the investment community and its familiarity with Angie's List and its business.

        At the May 1, 2017 meeting of the Angie's List board of directors held to evaluate the Merger, BofA Merrill Lynch rendered an oral opinion, confirmed by delivery of a written opinion dated May 1, 2017, to the Angie's List board of directors to the effect that, as of that date and based on and subject to various assumptions, limitations and qualifications described in the opinion, the Merger Consideration to be received by holders of Angie's List common stock was fair, from a financial point of view, to such holders.

         The full text of BofA Merrill Lynch's written opinion, dated May 1, 2017, delivered to the Angie's List board of directors, is attached as Annex F and is incorporated by reference herein in its entirety. The written opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by BofA Merrill Lynch in rendering its opinion. The following summary of BofA Merrill Lynch's opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Angie's List board of directors for the benefit and use of the Angie's List board of directors (in its capacity as such) in connection with and for purposes of its evaluation of the Merger Consideration from a financial point of view. BofA Merrill Lynch's opinion did not address any related transactions or any other terms, aspects or implications of the Merger and no opinion or view was expressed as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to Angie's List or in which Angie's List might engage or as to the underlying business decision of Angie's List to proceed with or effect the Merger or related transactions. BofA Merrill Lynch also expressed no opinion or recommendation as to any election made by a stockholder or how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

        In connection with its opinion, BofA Merrill Lynch, among other things:

(i)
reviewed certain business and financial information relating to Angie's List and the HomeAdvisor Business;

(ii)
reviewed certain internal financial and operating information with respect to the business, operations and prospects of Angie's List furnished to or discussed with BofA Merrill Lynch by the management of Angie's List, including certain financial forecasts relating to Angie's List prepared by the management of Angie's List reflective of such management's views as to the likely future financial performance of Angie's List on a standalone basis (such forecasts, as prepared by such management and approved for BofA Merrill Lynch's use and reliance on behalf of the Angie's List board of directors by the transaction committee thereof, the "Angie's List forecasts");

(iii)
reviewed certain internal financial and operating information with respect to the HomeAdvisor Business and its operations and prospects furnished to or discussed with BofA Merrill Lynch by the management of IAC, the HomeAdvisor Business and Angie's List, including certain financial forecasts relating to the HomeAdvisor Business prepared by the management of IAC and the HomeAdvisor Business for fiscal years 2017 and 2018 as adjusted by the management of Angie's List and extrapolations therefrom as prepared by the management of Angie's List for fiscal years

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    2019 through 2020 based on guidance from the management of IAC and the HomeAdvisor Business (such forecasts, as adjusted and extrapolated and approved for BofA Merrill Lynch's use and reliance on behalf of the Angie's List board of directors by the transaction committee thereof, the "HomeAdvisor Business forecasts");

(iv)
reviewed certain estimates provided by the management of Angie's List as to the amount and timing of potential cost savings and revenue enhancements (collectively, the "Synergies") anticipated by such management to result from the Merger and related transactions;

(v)
reviewed certain internal financial and operating information with respect to ANGI Homeservices furnished to or discussed with BofA Merrill Lynch by the management of Angie's List, IAC and the HomeAdvisor Business, including certain financial forecasts relating to ANGI Homeservices prepared by the management of Angie's List based on the Angie's List forecasts and the HomeAdvisor Business forecasts and pro forma for the Merger and related transactions after taking into account the Synergies (such forecasts, as prepared by such management and approved for BofA Merrill Lynch's use and reliance on behalf of the Angie's List board of directors by the transaction committee thereof, the "ANGI Homeservices forecasts");

(vi)
discussed the past and current business, operations, financial condition and prospects of Angie's List and the HomeAdvisor Business, as well as the business, operations, financial condition, prospects and capitalization of ANGI Homeservices, with members of the senior management of Angie's List, IAC and the HomeAdvisor Business;

(vii)
reviewed the trading history for Angie's List common stock and a comparison of that trading history with the trading histories of other companies BofA Merrill Lynch deemed relevant;

(viii)
compared certain financial and stock market information of Angie's List and certain financial information of the HomeAdvisor Business with similar information of other companies and businesses BofA Merrill Lynch deemed relevant;

(ix)
compared certain financial terms of the Merger to financial terms, to the extent publicly available, of other transactions BofA Merrill Lynch deemed relevant;

(x)
considered the fact that Angie's List publicly announced that it would explore its strategic alternatives and the results of the efforts on behalf of Angie's List to solicit, at the direction of the Angie's List board of directors, indications of interest and definitive proposals from selected third parties with respect to a possible acquisition of Angie's List;

(xi)
reviewed a draft, provided to BofA Merrill Lynch on May 1, 2017, of the Merger Agreement (the "Draft Agreement"); and

(xii)
performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

        In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Angie's List, IAC and the HomeAdvisor Business that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. BofA Merrill Lynch assumed, at the direction of Angie's List, without independent verification, that the internal unaudited financial statements with respect to the HomeAdvisor Business provided to BofA Merrill Lynch were accurate and complete in all respects and fairly represented the items described therein and that, when delivered as contemplated by the Merger Agreement, the audited combined and consolidated financial statements and interim combined and consolidated unaudited financial statements relating to the HomeAdvisor Business would not reflect any information that would be meaningful in any respect to BofA Merrill Lynch's analyses or opinion. With respect to

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the Angie's List forecasts (including, without limitation, as to net operating loss carryforwards), the HomeAdvisor Business forecasts (including, without limitation, adjustments and extrapolations prepared by the management of Angie's List), the ANGI Homeservices forecasts and the Synergies, BofA Merrill Lynch was advised by Angie's List, and BofA Merrill Lynch assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Angie's List as to, and were a reasonable basis upon which to evaluate, the future financial performance of Angie's List, the HomeAdvisor Business and ANGI Homeservices, the Synergies and the other matters covered thereby. BofA Merrill Lynch relied, at the direction of Angie's List, on the assessments of the management of Angie's List as to ANGI Homeservices' ability to achieve the Synergies and BofA Merrill Lynch was advised by Angie's List, and BofA Merrill Lynch assumed, that such Synergies would be realized in the amounts and at the times projected. As the Angie's List board of directors was aware, the management of Angie's List provided potential buyers in connection with the sale process for Angie's List with certain perspectives regarding illustrative initiatives for Angie's List that BofA Merrill Lynch was advised were not expected to be pursued by Angie's List or implemented in the manner then contemplated and such management also prepared alternative financial forecasts for the HomeAdvisor Business which BofA Merrill Lynch was advised were not reflective of such management's views as to the likely future financial performance of the HomeAdvisor Business; accordingly, BofA Merrill Lynch was directed not to take into account such initiatives or alternative financial forecasts for purposes of its analyses and opinion. BofA Merrill Lynch expressed no opinion or view as to any financial forecasts, estimates or other financial or operating information or the assumptions on which they were based.

        At the direction of Angie's List, BofA Merrill Lynch relied upon the assessments of the management of Angie's List, IAC and the HomeAdvisor Business as to, among other things, (i) transactions related to the Merger, including with respect to the timing thereof and assets, liabilities and financial and other terms involved, (ii) the potential impact on Angie's List, the HomeAdvisor Business and ANGI Homeservices of certain market, cyclical, seasonal, competitive and other trends and developments in and prospects for, and governmental, regulatory and legislative matters relating to or otherwise affecting, the internet and technology industry, including the digital marketplace services sector thereof, (iii) the technology and intellectual property (and related risks) of Angie's List, the HomeAdvisor Business and ANGI Homeservices, (iv) existing and future contracts and relationships, agreements and arrangements with, and the ability to attract, retain and/or replace, key employees, vendors and other commercial relationships of Angie's List, the HomeAdvisor Business and ANGI Homeservices, and (v) the ability of ANGI Homeservices to integrate the operations of Angie's List and the HomeAdvisor Business. BofA Merrill Lynch assumed, with the consent of Angie's List, that there would be no developments with respect to any such matters that would have an adverse effect on Angie's List, the HomeAdvisor Business, ANGI Homeservices, the Merger or any related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to BofA Merrill Lynch's analyses or opinion.

        BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent, off-balance sheet, accrued, derivative or otherwise) of Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business, nor did BofA Merrill Lynch make any physical inspection of the properties or assets of Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business. BofA Merrill Lynch assumed, with the consent of Angie's List, that (i) ANGI Homeservices would retain or acquire all assets, properties and rights necessary for its and its subsidiaries' operations, (ii) there were no material undisclosed liabilities of or relating to Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business and, with respect to liabilities that ANGI Homeservices and/or its subsidiaries would assume in connection with the Merger or related transactions, appropriate reserves, indemnification arrangements or other provisions were or would be made, and (iii) neither ANGI Homeservices nor any of its subsidiaries would directly or indirectly retain, assume or incur any

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liabilities that were contemplated to be excluded as a result of the Merger, related transactions or otherwise. BofA Merrill Lynch did not evaluate the solvency or fair value of Angie's List, the HomeAdvisor Business, ANGI Homeservices or any other entity or business under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Angie's List, that the Merger and related transactions would be consummated in accordance with their respective terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Merger and related transactions, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed or occur that would have an adverse effect on Angie's List, the HomeAdvisor Business, ANGI Homeservices, the Merger or related transactions (including the contemplated benefits thereof) or that otherwise would be meaningful in any respect to BofA Merrill Lynch's analyses or opinion. BofA Merrill Lynch also assumed, at the direction of Angie's List, that the Merger, the Contribution, the IAC Share Issuance and certain other related transactions would qualify for the intended tax treatment contemplated by the Merger Agreement. BofA Merrill Lynch further assumed, at the direction of Angie's List, that the final executed Merger Agreement would not differ in any material respect from the Draft Agreement reviewed by BofA Merrill Lynch.

        BofA Merrill Lynch evaluated the portion of the Merger Consideration consisting of Share Consideration taking into account the relative values of Angie's List and the HomeAdvisor Business based on the relative estimated pro forma equity ownership percentages of approximately 12.75% and 87.25% that BofA Merrill Lynch was advised holders of ANGI Homeservices common stock who formerly were Angie's List securityholders and holders of ANGI Homeservices common stock who formerly were equity holders in the HomeAdvisor Business, respectively, would hold of the outstanding shares of ANGI Homeservices common stock on a fully diluted basis upon consummation of the Merger and related transactions assuming, among other things, all outstanding shares of Angie's List common stock were converted in the Merger into Share Consideration. BofA Merrill Lynch expressed no opinion or view as to any related transactions or any terms or other aspects or implications of the Merger (other than the Merger Consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Merger, the form or structure, or financial or other terms, of any related transactions or any terms, aspects or implications of the Contribution Agreement or any investor rights, services or tax sharing agreements, any intercompany note or any governance or other arrangements, agreements or understandings entered into in connection with, related to or contemplated by the Merger, related transactions or otherwise. BofA Merrill Lynch's opinion was limited to the fairness, from a financial point of view, of the Merger Consideration to be received by holders of Angie's List common stock, without regard to individual circumstances of, or allocation or relative fairness among, holders of Angie's List common stock, ANGI Homeservices Class A common stock or ANGI Homeservices Class B common stock or any other securities of Angie's List or ANGI Homeservices, or any rights, preferences, restrictions or limitations (whether by virtue of control, voting, liquidity or otherwise) that may be attributable to any such securities or that may distinguish any holders thereof, and BofA Merrill Lynch expressed no opinion or view with respect to any consideration received in connection with the Merger or related transactions by the holders of any class of securities, creditors or other constituencies of any party. In addition, BofA Merrill Lynch expressed no opinion or view with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation or other consideration to any of the officers, directors or employees of any party to the Merger or related transactions or any related entities, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, BofA Merrill Lynch expressed no opinion or view as to the relative merits of the Merger or related transactions in comparison to other strategies or transactions that might be available to Angie's List or in which Angie's List might engage or as to the underlying business decision of Angie's List to proceed with or effect the Merger

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or related transactions. BofA Merrill Lynch did not express any opinion as to what the value of ANGI Homeservices common stock actually would be when issued or the prices at which ANGI Homeservices common stock, Angie's List common stock or any other securities would trade or otherwise be transferable at any time, including following announcement or consummation of the Merger and related transactions. BofA Merrill Lynch also expressed no opinion or view with respect to, and BofA Merrill Lynch relied, at the direction of Angie's List, upon the assessments of representatives of Angie's List, IAC and the HomeAdvisor Business regarding, legal, regulatory, accounting, tax and similar matters relating to Angie's List, the HomeAdvisor Business, ANGI Homeservices, the Merger and related transactions, as to which BofA Merrill Lynch understood such advice was obtained as deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to any election made by a stockholder or how any stockholder should vote or act in connection with the Merger, any related transactions or any other matter.

        BofA Merrill Lynch's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. As the Angie's List board of directors was aware, the credit, financial and stock markets, and the industries in which Angie's List and the HomeAdvisor Business operate, have experienced and continue to experience volatility and BofA Merrill Lynch expressed no opinion or view as to any potential effects of such volatility on Angie's List, the HomeAdvisor Business or ANGI Homeservices (or their respective businesses), the Merger or related transactions (including the contemplated benefits thereof). It should be understood that subsequent developments may affect BofA Merrill Lynch's opinion and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch's opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, Angie's List imposed no other instructions or limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

Miscellaneous

        Angie's List has agreed to pay BofA Merrill Lynch for its services as financial advisor to Angie's List in connection with the Merger an aggregate fee currently estimated to be approximately $10.4 million, of which a portion was payable upon delivery of its opinion and approximately $9.2 million is contingent upon consummation of the Merger. In addition, Angie's List has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch's engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

        BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of its business, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Angie's List, IAC, ANGI Homeservices and certain of their respective affiliates.

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        BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Angie's List and certain of its affiliates, and have received or in the future may receive compensation for the rendering of these services, including having acted as financial advisor to Angie's List in connection with its review of strategic alternatives and related matters. From May 1, 2015 through April 30, 2017, BofA Merrill Lynch and its affiliates derived aggregate revenues from Angie's List and certain of its affiliates of less than $1 million for investment and corporate banking services.

        In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to IAC and certain of its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as a bookrunning manager and/or underwriter for certain debt and equity offerings of an affiliate of IAC, (ii) having acted as a dealer manager for a debt tender offer of IAC and debt exchange offer of IAC and an affiliate thereof, (iii) having acted or acting as a bookrunner and arranger for, and/or as a lender under, certain letters of credit, credit facilities and other credit arrangements of IAC and/or certain of its affiliates and portfolio companies, (iv) having provided or providing certain foreign exchange and other trading services to IAC and/or certain of its affiliates and portfolio companies, (v) having provided or providing certain managed investments services and products to IAC and/or certain of its affiliates and portfolio companies, and (vi) having provided or providing certain treasury management products and services to IAC and/or certain of its affiliates and portfolio companies. From May 1, 2015 through April 30, 2017, BofA Merrill Lynch and its affiliates derived aggregate revenues from IAC and certain of its affiliates and portfolio companies of approximately $12 million for investment and corporate banking services. BofA Merrill Lynch and certain of its affiliates have been requested to participate as a joint lead arranger for, and as a lender under, and have indicated a commitment (subject to certain conditions) to provide a portion of the loan contemplated by, the Credit Agreement for ANGI Homeservices and also have been requested to participate in certain financings for IAC unrelated to the Transactions, for which BofA Merrill Lynch and/or such affiliates would receive fees currently estimated to be approximately $900,000 in the aggregate. In the event ANGI Homeservices does not enter into the Credit Agreement, such aggregate fee is currently estimated to be approximately $600,000.

        In connection with their respective opinions, Allen & Company and BofA Merrill Lynch performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below and certain factors considered is not a comprehensive description of all analyses undertaken or factors considered by the Financial Advisors. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion and analyses are not readily susceptible to summary description. The Financial Advisors believe that the analyses and factors summarized below must be considered as a whole and in context. The Financial Advisors further believe that selecting portions of the analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying the Financial Advisors' analyses and opinions.

        In performing the financial analyses, the Financial Advisors considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Angie's List and IAC. The estimates of the future performance of Angie's List and the HomeAdvisor Business in or underlying the Financial Advisors' analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by such analyses. These analyses were prepared solely as part of the Financial Advisors' analysis of the fairness, from a financial point of view, of the Merger Consideration and were provided to the Angie's List board of directors in connection with the delivery of the Financial Advisors'

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respective opinions. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as the views of the Financial Advisors regarding the actual values of Angie's List or the HomeAdvisor Business.

        The Financial Advisors did not recommend that any specific consideration constituted the only appropriate consideration in the Merger or related transactions. The type and amount of consideration payable in the Merger and related transactions was determined through negotiations between Angie's List and IAC, rather than by any financial advisor, and was approved by the Angie's List board of directors. The decision to enter into the Merger Agreement was solely that of the Angie's List board of directors. The Financial Advisors' opinions and analyses were only one of many factors considered by the Angie's List board of directors in its evaluation of the proposed Merger and the Merger Consideration and should not be viewed as determinative of the views of the Angie's List board of directors or management with respect to the Merger or the consideration payable in the Merger or related transactions.

Financial Analyses

        The following is a summary of the material financial analyses provided by the Financial Advisors in connection with their respective opinions, each dated May 1, 2017, to the Angie's List board of directors. The summary set forth below is not a comprehensive description of all analyses undertaken by the Financial Advisors in connection with their respective opinions, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by the Financial Advisors, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by the Financial Advisors. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by the Financial Advisors. Future results may differ from those described and such differences may be material.

        For purposes of the financial analyses described below, the term "adjusted EBITDA" means earnings before interest, income taxes, depreciation, amortization, non-cash stock-based compensation expense, asset impairment charges and other one-time items, as applicable, and includes, in the case of the HomeAdvisor Business, shared services expenses. Implied per share equity value reference ranges of Angie's List reflected in the summaries of the financial analyses described below were rounded to the nearest $0.05 and implied aggregate equity value reference ranges of the HomeAdvisor Business reflected in the summaries of the financial analyses described below were rounded to the nearest $5 million.

        In calculating approximate implied exchange ratio reference ranges as reflected in the financial analyses described below, (i) the low end of each such approximate implied exchange ratio reference range was calculated by dividing (a) the quotient obtained by dividing the low end of the approximate implied aggregate equity value reference range derived for the HomeAdvisor Business (without reflecting rounding) by a relative value ratio reflecting relative estimated pro forma equity percentages of 87.25% and 12.75%, by (b) the high end of the approximate implied aggregate equity value reference range derived for Angie's List and (ii) the high end of each such approximate implied exchange ratio reference range was calculated by dividing (a) the quotient obtained by dividing the high end of the approximate implied aggregate equity value reference range derived for the HomeAdvisor

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Business (without reflecting rounding) by a relative value ratio reflecting relative estimated pro forma equity percentages of 87.25% and 12.75%, by (b) the low end of the approximate implied aggregate equity value reference range derived for Angie's List. In calculating approximate implied pro forma equity ownership percentages as reflected in the financial analyses described below, (i) the low end of each such approximate implied ownership reference range was calculated by dividing the low end of the approximate implied aggregate equity value reference range derived for Angie's List by the sum of the high end of the approximate implied aggregate equity value reference range derived for the HomeAdvisor Business (without reflecting rounding) plus the low end of the approximate implied aggregate equity value reference range derived for Angie's List and (ii) the high end of each such approximate implied ownership reference range was calculated by dividing the high end of the approximate implied aggregate equity value reference range derived for Angie's List by the sum of the low end of the approximate implied aggregate equity value reference range derived for the HomeAdvisor Business (without reflecting rounding) plus the high end of the approximate implied aggregate equity value reference range derived for Angie's List. Approximate implied exchange ratio reference ranges and pro forma equity ownership reference ranges were calculated before taking into account Synergies and assuming that all stockholders of Angie's List elected to receive Share Consideration in the Merger.

Selected Publicly Traded Companies Analyses.     The Financial Advisors performed selected publicly traded companies analyses of Angie's List and the HomeAdvisor Business in which the Financial Advisors reviewed and compared financial and operating data of Angie's List, the HomeAdvisor Business and the selected publicly traded companies listed below.

        Angie's List.     In performing a selected publicly traded companies analysis of Angie's List, the Financial Advisors reviewed publicly available financial and stock market information of Angie's List and the following eight selected companies that the Financial Advisors considered relevant as publicly traded companies with operations in the internet and technology industry and calendar year 2016 through calendar year 2018 estimated revenue compound annual growth rates of less than 10%, referred to as the Angie's List primary selected companies. The Financial Advisors also reviewed publicly available financial and stock market information of the following nine selected companies that the Financial Advisors considered generally relevant as publicly traded companies with operations in the internet and technology industry and calendar year 2016 through calendar year 2018 estimated revenue compound annual growth rates of greater than 10%, referred to as the Angie's List other selected companies.

Angie's List
Primary Selected Companies
  Angie's List
Other Selected Companies

Care.com,  Inc.

 

Bankrate,  Inc.

Endurance International Group Holdings, Inc.

 

Carbonite,  Inc.

Groupon,  Inc.

 

GoDaddy Inc.

IAC/InterActiveCorp

 

GrubHub Inc.

j2 Global,  Inc.

 

Stamps.com Inc.

Match Group,  Inc.

 

TripAdvisor,  Inc.

WebMD Health Corp.

 

Wix.com Ltd.

Web.com Group,  Inc.

 

Yelp,  Inc.

   

Zillow Group,  Inc.

        The Financial Advisors reviewed, among other information, enterprise values, calculated as fully diluted equity values based on closing stock prices on April 28, 2017, plus total debt, preferred stock and non-controlling interests and less cash and cash equivalents and short- and long-term investments, as a multiple of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA. Financial data of the Angie's List primary selected companies and the Angie's List other selected companies were

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based on public filings, publicly available Wall Street research analysts' estimates and other publicly available information (pro forma, as applicable, for certain recent acquisitions). Financial data of Angie's List were based on publicly available Wall Street research analysts' estimates and the Angie's List forecasts.

        The overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the Angie's List primary selected companies were 7.8x to 18.5x (with a mean of 11.5x and a median of 10.0x) and 5.9x to 14.4x (with a mean of 9.8x and a median of 9.1x), respectively. The overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the Angie's List other selected companies were 8.9x to 56.6x (with a mean of 21.9x and a median of 18.1x) and 7.9x to 33.4x (with a mean of 16.0x and a median of 14.7x), respectively.

        The Financial Advisors noted that the calendar year 2017 estimated adjusted EBITDA multiples observed for Angie's List were 13.2x (based on publicly available Wall Street research analysts' estimates) and 13.9x (based on the Angie's List forecasts), the calendar year 2018 estimated adjusted EBITDA multiples observed for Angie's List were 11.5x (based on publicly available Wall Street research analysts' estimates) and 8.5x (based on the Angie's List forecasts) and the calendar year 2016 through calendar year 2018 estimated revenue compound annual growth rates for Angie's List were (1.6%) (based on publicly available Wall Street research analysts' estimates) and (2.8%) (based on the Angie's List forecasts). The Financial Advisors then applied selected ranges of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples derived from the Angie's List primary selected companies of 8.5x to 10.5x and 8.0x to 10.0x, respectively, to corresponding data of Angie's List utilizing the Angie's List forecasts. This analysis indicated implied aggregate equity value reference ranges for Angie's List of approximately $229 million to $287 million and $361 million to $457 million, respectively, resulting in approximate implied per share equity value reference ranges for Angie's List, based on calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples, of $3.50 to $4.40 and $5.50 to $6.95, respectively, as compared to the Cash Consideration of $8.50 per share.

        HomeAdvisor Business.     In performing a selected publicly traded companies analysis of the HomeAdvisor Business, the Financial Advisors reviewed publicly available financial and stock market information (as applicable) of the HomeAdvisor Business and the following nine selected companies that the Financial Advisors considered relevant as publicly traded companies with operations in the internet and technology industry and calendar year 2016 through calendar year 2018 estimated revenue compound annual growth rates of greater than 10%, referred to as the HomeAdvisor Business primary selected companies. The Financial Advisors also reviewed publicly available financial and stock market information of the following eight selected companies that the Financial Advisors considered generally relevant as publicly traded companies with operations in the internet and technology industry and calendar year 2016 through calendar year 2018 estimated revenue compound annual growth rates of less than 10%, referred to as the HomeAdvisor Business other selected companies.

HomeAdvisor Business
Primary Selected Companies
  HomeAdvisor Business
Other Selected Companies

Bankrate,  Inc.

 

Care.com,  Inc.

Carbonite,  Inc.

 

Endurance International Group Holdings, Inc.

GoDaddy Inc.

 

Groupon,  Inc.

GrubHub Inc.

 

IAC/InterActiveCorp

Stamps.com Inc.

 

j2 Global,  Inc.

TripAdvisor,  Inc.

 

Match Group,  Inc.

Wix.com Ltd.

 

WebMD Health Corp.

Yelp,  Inc.

 

Web.com Group,  Inc.

Zillow Group,  Inc.

   

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        The Financial Advisors reviewed, among other information and to the extent meaningful, enterprise values, calculated as fully diluted equity values based on closing stock prices on April 28, 2017, plus total debt, preferred stock and non-controlling interests and less cash and cash equivalents and short-and long-term investments, as a multiple of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA. Financial data of the HomeAdvisor Business primary selected companies and the HomeAdvisor Business other selected companies were based on public filings and other publicly available information (pro forma, as applicable, for certain recent acquisitions). Financial data of the HomeAdvisor Business were based on the HomeAdvisor Business forecasts.

        The overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the HomeAdvisor Business primary selected companies were 8.9x to 56.6x (with a mean of 21.9x and a median of 18.1x) and 7.9x to 33.4x (with a mean of 16.0x and a median of 14.7x), respectively. The overall low to high calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples observed for the HomeAdvisor Business other selected companies were 7.8x to 18.5x (with a mean of 11.5x and a median of 10.0x) and 5.9x to 14.4x (with a mean of 9.8x and a median of 9.1x), respectively.

        The Financial Advisors then applied selected ranges of calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples derived from the HomeAdvisor Business primary selected companies of 15.0x to 20.0x and 12.0x to 18.0x, respectively, to corresponding data of the HomeAdvisor Business. This analysis indicated implied aggregate equity value reference ranges for the HomeAdvisor Business, based on calendar year 2017 and calendar year 2018 estimated adjusted EBITDA multiples, of approximately $1,420 to $1,900 and $2,360 to $3,555, respectively.

        Utilizing the approximate implied aggregate equity value reference ranges derived for Angie's List and the HomeAdvisor Business as described above, the Financial Advisors calculated the following approximate implied exchange ratio reference ranges, as compared to the exchange ratio in the Merger of one Class A share of ANGI Homeservices for each outstanding share of Angie's List common stock:

Approximate Implied Exchange Ratio Reference
Ranges Based On:
   
  Merger Exchange Ratio
CY 2017E
Adjusted EBITDA
 
CY 2018E
Adjusted EBITDA
0.722x - 1.215x   0.755x - 1.437x   1.000x

        The Financial Advisors also calculated, based on the approximate implied aggregate equity value reference ranges derived from these analyses, approximate implied pro forma equity ownership reference ranges for securityholders of Angie's List of 10.7% to 16.8% (based on calendar year 2017 estimated adjusted EBITDA) and 9.2% to 16.2% (based on calendar year 2018 estimated adjusted EBITDA), respectively, as compared to the estimated pro forma equity ownership of securityholders of Angie's List in ANGI Homeservices upon consummation of the Merger and the related transactions of approximately 12.75%.

        No company or business used in this analysis is identical or directly comparable to Angie's List or the HomeAdvisor Business. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies or businesses to which Angie's List and the HomeAdvisor Business were compared.

Selected Precedent Transactions Analysis.     The Financial Advisors reviewed, to the extent publicly available, financial information relating to the following 10 selected transactions that the Financial Advisors considered relevant as transactions involving target companies with operations in the internet

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and technology industry with next 12 months estimated revenue growth rates of less than 10%, referred to collectively as the selected transactions:

Announcement Date
  Acquiror   Target
4/10/2017  

Harland Clarke Holdings Corp.

 

RetailMeNot,  Inc.

11/7/2016  

Bain Capital Private Equity/Bow Street LLC

 

Blue Nile,  Inc.

10/21/2016  

j2 Global,  Inc.

 

Everyday Health,  Inc.

8/9/2016  

Randstad Holding nv

 

Monster Worldwide,  Inc.

7/25/2016  

Verizon Communications Inc.

 

Yahoo! Inc.

2/11/2016  

Web.com Group,  Inc.

 

Yodle,  Inc.

2/12/2015  

Expedia,  Inc.

 

Orbitz Worldwide,  Inc.

1/23/2015  

Expedia,  Inc.

 

Sabre Corporation (Travelocity brand and operations)

8/11/2014  

Apax Partners

 

Answers Corporation

8/26/2012  

IAC/InterActiveCorp

 

The About Group

        The Financial Advisors reviewed, among other information, transaction values of the selected transactions, calculated as the enterprise values implied for the target companies based on the consideration paid for 100% of the equity value of the target companies, plus total debt, preferred equity and non-controlling interests (as applicable) and less cash and cash equivalents and unconsolidated assets (as applicable), as a multiple, to the extent meaningful and publicly available, of the applicable target company's next 12 months estimated adjusted EBITDA as of the applicable announcement date. Financial data for the selected transactions were based on public filings, publicly available Wall Street research analysts' estimates and other publicly available information. Financial data of Angie's List were based on the Angie's List forecasts.

        The overall low to high next 12 months estimated adjusted EBITDA multiples observed for the selected transactions were 5.7x to 17.2x (with a mean of 9.7x and a median of 8.7x). The Financial Advisors then applied a selected range of next 12 months estimated adjusted EBITDA multiples derived from the selected transactions of 8.5x to 12.5x to the calendar year 2017 estimated adjusted EBITDA of Angie's List. This analysis indicated an implied aggregate equity value reference range for Angie's List of approximately $229 million to $346 million, resulting in an approximate implied per share equity value reference range for Angie's List of $3.50 to $5.30, as compared to the Cash Consideration of $8.50 per share.

        Utilizing the approximate implied aggregate equity value reference range derived for Angie's List as described above and the approximate implied aggregate equity value reference range derived for the HomeAdvisor Business under "—Selected Publicly Traded Companies Analyses—HomeAdvisor Business" based on the HomeAdvisor Business calendar year 2017 estimated adjusted EBITDA, the Financial Advisors calculated the following approximate implied exchange ratio reference range, as compared to the exchange ratio in the Merger of one Class A share of ANGI Homeservices for each outstanding share of Angie's List common stock:

Approximate Implied
Exchange
Ratio Reference Range
  Merger Exchange Ratio

0.599x - 1.215x

  1.000x

        The Financial Advisors also calculated, based on the approximate implied aggregate equity value reference ranges, an approximate implied pro forma equity ownership reference range for

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securityholders of Angie's List of 10.7% to 19.6%, as compared to the estimated pro forma equity ownership of securityholders of Angie's List in ANGI Homeservices upon consummation of the Merger and the related transactions of approximately 12.75%.

        No company, business or transaction used in this analysis is identical or directly comparable to Angie's List, the HomeAdvisor Business or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, businesses or transactions to which Angie's List, the HomeAdvisor Business and the Merger were compared.

Discounted Cash Flow Analyses.     The Financial Advisors performed separate discounted cash flow analyses of Angie's List and the HomeAdvisor Business.

Allen & Company

        Angie's List.     Allen & Company performed a discounted cash flow analysis of Angie's List by calculating the estimated present value (as of December 31, 2016) of the standalone unlevered, after-tax free cash flows that Angie's List was forecasted to generate, based on the Angie's List forecasts, during the fiscal year ending December 31, 2017 through the fiscal year ending December 31, 2020 (assuming normalized terminal year depreciation and working capital) and after taking into account the estimated present value (as of December 31, 2016) of net operating loss carryforwards of Angie's List. For purposes of this analysis, stock-based compensation was treated as a cash expense. Allen & Company calculated terminal values for Angie's List by applying to Angie's List's estimated adjusted EBITDA for the fiscal year ending December 31, 2020 a selected range of adjusted EBITDA multiples of 8.5x to 11.0x. The cash flows, terminal values and net operating loss carryforwards were then discounted to present value (as of December 31, 2016) using a selected range of discount rates of 11.5% to 12.3%. This analysis indicated an implied aggregate equity value reference range for Angie's List of approximately $482 million to $626 million, resulting in an approximate implied per share equity value reference range for Angie's List of $7.30 to $9.40, as compared to the Cash Consideration of $8.50 per share.

        HomeAdvisor Business.     Allen & Company performed a discounted cash flow analysis of the HomeAdvisor Business by calculating the estimated present value (as of December 31, 2016) of the standalone unlevered, after-tax free cash flows that the HomeAdvisor Business was forecasted to generate, based on the HomeAdvisor Business forecasts, during the fiscal year ending December 31, 2017 through the fiscal year ending December 31, 2020 (assuming normalized terminal year depreciation and working capital). For purposes of this analysis, stock-based compensation was treated as a cash expense. Allen & Company calculated terminal values for the HomeAdvisor Business by applying to the HomeAdvisor Business's estimated adjusted EBITDA for the fiscal year ending December 31, 2020 a selected range of adjusted EBITDA multiples of 10.0x to 14.0x. The cash flows and terminal values were then discounted to present value (as of December 31, 2016) using a selected range of discount rates of 11.3% to 12.3%. This analysis indicated an implied aggregate equity value reference range for the HomeAdvisor Business of approximately $3,060 million to $4,300 million.

        Utilizing the approximate implied aggregate equity value reference ranges derived for Angie's List and the HomeAdvisor Business as described above, Allen & Company calculated the following

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approximate implied exchange ratio reference range, as compared to the exchange ratio in the Merger of one Class A share of ANGI Homeservices for each outstanding share of Angie's List common stock:

Approximate Implied
Exchange
Ratio Reference Range
  Merger Exchange Ratio

0.714x - 1.303x

  1.000x

        Allen & Company also calculated, based on the approximate implied aggregate equity value reference ranges derived from this analysis, an approximate implied pro forma equity ownership reference range for securityholders of Angie's List of 10.1% to 17.0%, as compared to the estimated pro forma equity ownership of securityholders of Angie's List in ANGI Homeservices upon consummation of the Merger and the related transactions of approximately 12.75%.

BofA Merrill Lynch

        Angie's List.     BofA Merrill Lynch performed a discounted cash flow analysis of Angie's List by calculating the estimated present value (as of December 31, 2016) of the standalone unlevered, after-tax free cash flows that Angie's List was forecasted to generate, based on the Angie's List forecasts, during the fiscal year ending December 31, 2017 through the fiscal year ending December 31, 2020 (assuming normalized terminal year depreciation and working capital) and after taking into account the estimated present value (as of December 31, 2016) of net operating loss carryforwards of Angie's List. For purposes of this analysis, stock-based compensation was treated as a cash expense. BofA Merrill Lynch calculated terminal values for Angie's List by applying to Angie's List's estimated adjusted EBITDA for the fiscal year ending December 31, 2020 a selected range of adjusted EBITDA multiples of 8.5x to 11.0x. The cash flows, terminal values and net operating loss carryforwards were then discounted to present value (as of December 31, 2016) using a selected range of discount rates of 11.5% to 14.0%. This analysis indicated an implied aggregate equity value reference range for Angie's List of approximately $454 million to $626 million, resulting in an approximate implied per share equity value reference range for Angie's List of $6.90 to $9.40, as compared to the Cash Consideration of $8.50 per share.

        HomeAdvisor Business.     BofA Merrill Lynch performed a discounted cash flow analysis of the HomeAdvisor Business by calculating the estimated present value (as of December 31, 2016) of the standalone unlevered, after-tax free cash flows that the HomeAdvisor Business was forecasted to generate, based on the HomeAdvisor Business forecasts, during the fiscal year ending December 31, 2017 through the fiscal year ending December 31, 2020 (assuming normalized terminal year depreciation and working capital). For purposes of this analysis, stock-based compensation was treated as a cash expense. BofA Merrill Lynch calculated terminal values for the HomeAdvisor Business by applying to the HomeAdvisor Business's estimated adjusted EBITDA for the fiscal year ending December 31, 2020 a selected range of adjusted EBITDA multiples of 10.0x to 14.0x. The cash flows and terminal values were then discounted to present value (as of December 31, 2016) using a selected range of discount rates of 10.0% to 13.0%. This analysis indicated an implied aggregate equity value reference range for the HomeAdvisor Business of approximately $2,985 million to $4,495 million.

        Utilizing the approximate implied aggregate equity value reference ranges derived for Angie's List and the HomeAdvisor Business as described above, BofA Merrill Lynch calculated the following

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approximate implied exchange ratio reference range, as compared to the exchange ratio in the Merger of one Class A share of ANGI Homeservices for each outstanding share of Angie's List common stock:

Approximate Implied
Exchange
Ratio Reference Range
  Merger Exchange Ratio

0.697x - 1.447x

  1.000x

        BofA Merrill Lynch also calculated, based on the approximate implied aggregate equity value reference ranges derived from this analysis, an approximate implied pro forma equity ownership reference range for securityholders of Angie's List of 9.2% to 17.3%, as compared to the estimated pro forma equity ownership of securityholders of Angie's List in ANGI Homeservices upon consummation of the Merger and the related transactions of approximately 12.75%.

Illustrative Has/Gets Overview.     The Financial Advisors calculated the range of implied per share equity values of ANGI Homeservices allocable to holders of Angie's List common stock on a pro forma basis assuming a closing date of December 31, 2016 and utilizing the results of the standalone discounted cash flow analyses for Angie's List and the HomeAdvisor Business described above after taking into account potential Synergies (net of after-tax costs to achieve such Synergies) and the net impact of net operating loss carryforwards and assuming that all stockholders of Angie's List elected to receive in the Merger either (i) Share Consideration (implying an estimated pro forma equity ownership percentage for securityholders of Angie's List in ANGI Homeservices upon consummation of the Merger and the related transactions of approximately 12.75%) or (ii) Cash Consideration, subject to proration as contemplated by the Merger Agreement (implying an estimated pro forma equity ownership percentage for securityholders of Angie's List in ANGI Homeservices upon consummation of the Merger and the related transactions of approximately 9.70%). The Financial Advisors then compared these implied per share equity value reference ranges to the implied per share equity value reference ranges derived for Angie's List on a standalone basis utilizing the results of the standalone discounted cash flow analyses for Angie's List described above. Financial data were based on public filings, the Angie's List forecasts, the HomeAdvisor Business forecasts and other estimates and data of the management of Angie's List, excluding the impact of transaction costs. This overview indicated that the Merger could result in incremental value to holders of Angie's List common stock relative to the implied per share equity value of Angie's List common stock on a standalone basis. Actual results achieved by Angie's List, the HomeAdvisor Business and the pro forma combined company may vary from forecasted results and such variations may be material.

Certain Additional Information

        The Financial Advisors observed certain additional information that was not considered part of their financial analyses for their respective opinions but was noted for informational purposes, including the following:

    historical trading prices of Angie's List common stock during the 52-week period ended April 28, 2017, which indicated low and high closing prices for Angie's List common stock during such period of approximately $5.29 and $10.67 per share, respectively; and

    stock price targets for Angie's List common stock as reflected in selected publicly available Wall Street research analysts' reports, which indicated an overall low to high target stock price range of $4.75 to $9.00 per share, implying a range of approximately $4.20 to $8.00 per share on a discounted basis (discounted one year using Angie's List's cost of equity).

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Certain Financial Projections

        In connection with the evaluation of a potential sale of Angie's List, Angie's List management prepared long-range financial projections for the fiscal years 2017 through 2020 for both Angie's List and the HomeAdvisor Business, which were provided to (i) the Angie's List board in connection with its evaluation of the Transactions and (ii) Angie's List's financial advisors for their use and reliance in connection with their financial analyses and respective opinions. The financial projections for Angie's List were also provided to IAC in connection with its evaluation of the Transactions. In the case of projections related to the HomeAdvisor Business, those projections, a summary of which is set forth in the table below, were, in part, based upon information regarding the HomeAdvisor Business for the fiscal years ending December 31, 2017 and 2018 provided to Angie's List by management of IAC and the HomeAdvisor Business. The financial projections do not, and were not intended to, act as public guidance regarding future financial performance of Angie's List, the HomeAdvisor Business or ANGI Homeservices.

        The information set forth below is a summary of the financial projections and is included in this proxy statement/prospectus solely to give Angie's List stockholders access to information regarding the financial projections considered by the Angie's List board of directors in connection with its evaluation of the Transactions and is not included to influence any stockholder of Angie's List to decide to vote in favor of the adoption of the Merger Agreement or for any other purpose.

        The financial projections reflect Angie's List management's subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. The financial projections were necessarily based on a variety of assumptions and estimates. The assumptions and estimates underlying the financial projections may not be realized and are inherently subject to significant business, economic and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond the control of Angie's List, IAC, the HomeAdvisor Business and ANGI Homeservices. The assumptions and estimates used in the preparation of the financial projections involved judgments with respect to, among other things, growth rates, market size, required investments and future levels of operating expenses, all of which are difficult to predict and many of which are outside the control of Angie's List, IAC, the HomeAdvisor Business and ANGI Homeservices. Moreover, the financial projections were based on expectations regarding certain future business decisions that are subject to change. Accordingly, there can be no assurance that the financial projections, or the assumptions and estimates reflected therein, will be realized, and actual results may materially differ.

        The inclusion of the summary of the financial projections set forth below in this proxy statement/prospectus should not be regarded as an indication that any of Angie's List, IAC, the HomeAdvisor Business, ANGI Homeservices or any of their respective affiliates, advisors or other representatives considered or consider the financial projections to be necessarily predictive of actual future events, and the summary of the financial projections should not be relied upon as such. None of Angie's List, IAC, the HomeAdvisor Business, ANGI Homeservices or any of their respective affiliates, advisors or other representatives has made or makes any representation regarding the information contained in the financial projections, and except as may be required by applicable securities laws, none of Angie's List, IAC, the HomeAdvisor Business, ANGI Homeservices or any of their respective affiliates intends to update or otherwise revise or reconcile the financial projections to reflect circumstances existing after the date such financial projections were prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the financial projections are not realized. The financial projections do not take into account any circumstances or events occurring after the date they were prepared. Further, the financial projections do not take into account the effect of any failure of the Transactions to be consummated. Angie's List stockholders are cautioned not to rely on the financial projections.

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        A summary of the financial projections is set forth below. All amounts are expressed in millions of dollars.

    Angie's List

 
  FY 2017E   FY 2018E   FY 2019E   FY 2020E  

Total revenue

  $ 282   $ 306   $ 362   $ 434  

Adjusted EBITDA (1)

    29     48     56     79  

    HomeAdvisor Business

 
  FY 2017E   FY 2018E   FY 2019E   FY 2020E  

Total revenue

  $ 720   $ 958   $ 1,241   $ 1,557  

Adjusted EBITDA (1)

    96     199     308     434  

(1)
This financial measure excludes the impact of certain items and as such is not in accordance with GAAP. Adjusted EBITDA means earnings before interest, income taxes, depreciation, amortization, non-cash stock-based compensation expense, asset impairment charges and other one-time items, as applicable, and, in the case of the HomeAdvisor Business, includes shared services expenses.

        The summary of the financial projections set forth above should be read together with the historical financial statements of Angie's List, which have been filed with the SEC, and the historical financial statements of the HomeAdvisor Business, which are included elsewhere in this proxy statement/prospectus, as well as the other information regarding Angie's List and the HomeAdvisor Business contained elsewhere in this proxy statement/prospectus, including the information regarding Angie's List incorporated into this proxy statement/prospectus by reference. The financial projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Angie's List's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the financial projections summarized above, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the financial projections.

        Angie's List expects that there will be differences between actual and projected results, and actual results may be materially greater or materially less than those contained in the financial projections given numerous risks and uncertainties, including but not limited to the important factors listed under the section entitled "Risk Factors" as well as those set forth in Angie's List's filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2016. See the section entitled "Where You Can Find More Information." All projections are forward-looking statements, and these and other forward-looking statements are expressly qualified in their entirety by the risks and uncertainties identified in these reports and in any other filings with the SEC.

Considerations of the IAC Board of Directors Regarding the Transactions

        In determining to approve the Merger Agreement and the Transactions, the IAC board of directors consulted with IAC management as well as IAC's outside financial and legal advisors and

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considered the following factors and risks in addition to the specific reasons described above under "—Joint Reasons of Angie's List and IAC for the Transactions":

    The series of events leading to the potential business combination transaction, as described above under "—Background of the Transactions."

    Information concerning the respective businesses, financial results and prospects of Angie's List and the HomeAdvisor Business, including the results of IAC's due diligence investigation of Angie's List.

    The expectation that immediately following the Closing, IAC will hold Class B shares of ANGI Homeservices that, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock, depending on the number of Angie's List stockholders that elect to receive Cash Consideration.

    The treatment of vested and unvested equity awards in respect of the common stock of Angie's List and the common stock of HomeAdvisor (US) in determining the number of ANGI Homeservices Class B shares that IAC will hold upon the completion of the Transactions.

    The fact that prior to the Angie's List special meeting, Angie's List may terminate the Merger Agreement in order to enter into a "Superior Proposal," but only if, among other requirements, it has complied with its obligations to negotiate with IAC to amend the Merger Agreement in order to permit the Transactions to proceed, as further described in the section entitled "The Merger Agreement—No Solicitation by Angie's List of Alternative Takeover Proposals."

    The fact that Angie's List would be required in connection with the termination of the Merger Agreement in certain circumstances to pay to IAC a termination fee of $20 million, and the fact that in certain circumstances no termination fee or expense reimbursement would be payable to IAC if the Merger Agreement were to be terminated because the stockholders of Angie's List fail to adopt the Merger Agreement at the Angie's List special meeting.

    The fact that the Merger Agreement provides for the board of directors of ANGI Homeservices at the time of the Closing to consist of ten directors, with six directors designated by IAC, two directors designated by IAC who qualify as "independent" pursuant to NASDAQ Rules and the Exchange Act, and two ANGI-Designated Directors.

    The management team of ANGI Homeservices expected to be in place following the completion of the Transactions, including the expectation that the chairman of the board of directors of ANGI Homeservices will be Joseph Levin, the current Chief Executive Officer of IAC, and that the Chief Executive Officer of ANGI Homeservices will be Chris Terrill, the current Chief Executive Officer of HomeAdvisor (US); and the willingness of Angie Hicks Bowman to continue in an executive capacity following the Closing.

    The provisions in the Investor Rights Agreement negotiated by the Angie's List board of directors for the benefit of the public stockholders of ANGI Homeservices to be applicable during the period from the Effective Time until the date the 2020 annual meeting of stockholders of ANGI Homeservices is held, including:

    the procedures for selecting a replacement director in the event that one or both of the ANGI-Designated Directors become unable or unwilling or otherwise cease to serve on the ANGI Homeservices board of directors,

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      the prohibition on IAC effecting a "squeeze-out" transaction pursuant to Section 253 of the DGCL unless approved by a committee of independent directors of the ANGI Homeservices board of directors, at least 50% of whom must be ANGI-Designated Directors so long as any ANGI-Designated Directors who qualify as independent are then serving on the ANGI Homeservices board, and

      the requirement that certain transferees of 20% or more of IAC's equity interest in ANGI Homeservices assume IAC's obligations under the Investor Rights Agreement.

    The provisions in the Investor Rights Agreement for the benefit of IAC, including, among others:

    registration rights and preemptive rights to be granted to IAC,

    the obligation of ANGI Homeservices to cooperate with IAC in the event IAC intends to dispose of all or a portion of its interest in ANGI Homeservices,

    IAC's right to assign the Investor Rights Agreement and the other Ancillary Agreements to a subsidiary of IAC holding its interest in ANGI Homeservices in the event of a spin-off of such subsidiary to IAC's stockholders, and

    ANGI Homeservices' agreement (unless IAC otherwise consents) to avail itself of the exemptions available to a "controlled company" under NASDAQ Rules so long as IAC's voting interest in ANGI Homeservices exceeds fifty percent.

    The provisions of the amended and restated certificate of incorporation of ANGI Homeservices to be in effect as of the Closing, including the limitation of liability in connection with "corporate opportunities" and business initiatives of IAC and related matters and the availability of an authorized class of non-voting common stock, among others.

    The restrictions contained in the Merger Agreement on the conduct of the HomeAdvisor Business pending the completion of the Transactions.

    The terms and conditions of the Merger Agreement, and the provisions in the Ancillary Agreements that will govern the relationships between ANGI Homeservices and IAC after the Closing.

    The risk of diverting HomeAdvisor's management focus, employee attention and resources from operational matters and other strategic initiatives while working to complete the proposed Transactions and successfully integrate Angie's List and the HomeAdvisor Business.

    The risk that anticipated cost savings and revenue synergies or other expected benefits of the Transactions will not be achieved.

        The foregoing discussion of the information and factors considered by the IAC board of directors is not intended to be exhaustive, but includes the material factors considered by the IAC board.

Regulatory Approvals

        The Merger is conditioned on, among other things, the termination or expiration of the waiting period under the HSR Act. IAC and Angie's List have each agreed to use their respective reasonable best efforts to take or cause to be taken all actions, and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, subject to specified limitations. For additional details, see the section entitled "The Merger Agreement—Efforts to Close the Merger."

        Pursuant to the HSR Act, IAC filed its Notification and Report Form with the FTC and the DOJ on May 11, 2017. Angie's List filed its Notification and Report Form with the FTC and DOJ on May 15, 2017. On June 14, 2017, to give additional time to the DOJ to review the transaction during its

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initial review period and thus expedite the DOJ's overall review of the transaction, IAC withdrew its Notification and Report Form and re-filed it on June 15, 2017. The applicable waiting period under the HSR Act was terminated early by the FTC effective as of July 13, 2017. As such, this closing condition under the Merger Agreement has been satisfied.

        At any time before or after the Closing, any of the DOJ, the FTC or another person could take action under the antitrust laws as it deems necessary or desirable in the public interest, including without limitation seeking to enjoin the consummation of the Merger, conditionally approving the Merger upon the divestiture of assets of Angie's List and/or IAC, subjecting the consummation of the Merger to regulatory conditions or seeking other remedies. The parties do not believe that the Merger violates federal or state antitrust laws, but there can be no assurance that a challenge to the Merger will not be made or that, if a challenge is made, it will not succeed.

        Neither IAC nor Angie's List is aware of any material governmental approvals or actions that are required for completion of the Transactions other than as described above. It is presently contemplated that if any such additional governmental approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Listing of Class A Shares of ANGI Homeservices

        IAC and Angie's List have agreed to use their reasonable best efforts to cause the Class A shares of ANGI Homeservices to be issued in connection with the Merger, as well as the Class A shares to be reserved for issuance upon exercise or settlement of options and other of equity awards of ANGI Homeservices, to be approved for listing on NASDAQ, subject to official notice of issuance, before the Closing. The approval for listing of the Class A shares is a condition to the Closing (see the section entitled "The Merger Agreement—Conditions to the Closing of the Merger"). It is currently expected that following the completion of the Transactions, Class A shares of ANGI Homeservices will trade on NASDAQ under the symbol "ANGI," which is the current ticker symbol for Angie's List.

Delisting and Deregistration of Angie's List Common Stock

        If the Merger is completed, Angie's List common stock, which is currently listed on NASDAQ and traded under the ticker symbol "ANGI," will be delisted and cease to be quoted on NASDAQ upon the Closing and will be deregistered under the Exchange Act shortly thereafter.

Dividend Policy of ANGI Homeservices

        ANGI Homeservices has never declared or paid cash dividends on its capital stock, and ANGI Homeservices has not yet determined whether, when and in what amounts it may pay cash dividends on its Class A common stock, Class B common stock or Class C common stock (if any is outstanding) in the future. Future determinations relating to ANGI Homeservices' dividend policy will be made by its board of directors following the Merger and will depend on a number of factors, including:

    its historic and projected financial condition, liquidity and results of operations;

    its capital levels and needs;

    tax considerations;

    any acquisitions or potential acquisitions that ANGI Homeservices may consider;

    statutory and regulatory prohibitions and other limitations;

    the terms of any credit agreements or other borrowing arrangements that restrict its ability to pay cash dividends;

    general economic conditions; and

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    other factors deemed relevant by the ANGI Homeservices board of directors.

        ANGI Homeservices is not obligated to pay dividends on its Class A common stock, its Class B common stock or its Class C common stock.

        As a Delaware corporation, ANGI Homeservices will be subject to certain restrictions on dividends under the DGCL. Generally, a Delaware corporation may only pay dividends either out of "surplus" or out of the current or the immediately preceding year's net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation's assets can be measured in a number of ways and may not necessarily equal their book value.

Accounting Treatment of the Merger

        ANGI Homeservices will account for the acquisition of Angie's List pursuant to the Merger using the acquisition method of accounting in accordance with GAAP. ANGI Homeservices will measure the assets acquired and liabilities assumed at their fair values, including net tangible and identifiable intangible assets acquired and liabilities assumed, as of the Closing. Any excess of the purchase price over those fair values will be recorded as goodwill.

        Definite lived intangible assets will be amortized over their estimated useful lives. Intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually. All intangible assets and goodwill are also tested for impairment when certain indicators are present, which may occur more frequently than on an annual basis.

        The allocation of the purchase price to the assets acquired and liabilities assumed reflected in the unaudited pro forma combined financial statements (see the section entitled "Unaudited Pro Forma Condensed Combined Financial Information") is based on preliminary estimates using assumptions that the management of ANGI Homeservices believes are reasonable based on currently available information as of the date of this proxy statement/prospectus. The final purchase price and fair value assessment of assets and liabilities will be completed following the Closing based in part on a detailed analysis that has not yet been completed.

No Appraisal Rights

        Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

        Appraisal rights are not available in all circumstances, and exceptions to these rights are provided under the DGCL. Section 262 of the DGCL provides that stockholders have the right, in some circumstances, to dissent from certain corporate actions and to instead demand payment of the fair value of their shares. Stockholders do not have appraisal rights with respect to shares of any class or series of stock if such shares of stock, or depositary receipts in respect thereof, are either (i) listed on a national securities exchange or (ii) held of record by more than 2,000 holders, unless the stockholders are required to receive in exchange for their shares anything other than shares of stock of the surviving or resulting corporation (or depositary receipts in respect thereof), or of any other corporation that is publicly listed or held by more than 2,000 holders of record, cash in lieu of fractional shares or fractional depositary receipts described above or any combination of the foregoing. Therefore, because Angie's List common stock is listed on NASDAQ, and because Angie's List stockholders are not required to accept in the Merger any consideration in exchange for their shares of Angie's List common stock other than Class A shares of ANGI Homeservices, which will be publicly listed on NASDAQ, and cash in lieu of fractional shares (if applicable), holders of Angie's List common stock

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will not be entitled to any appraisal rights in connection with the Transactions with respect to their shares of Angie's List common stock.

Interests of Angie's List's Directors and Executive Officers in the Transactions

        Angie's List stockholders should be aware that some of Angie's List's directors and officers have interests in the Merger and have arrangements that are different from, or in addition to, those of Angie's List stockholders generally. Angie's List's board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the Merger Agreement, and in recommending that Angie's List stockholders vote in favor of the adoption of the Merger Agreement. See the sections entitled "The Transactions—Background of the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors."

Treatment of Angie's List Stock Options

        Each option to purchase shares of Angie's List common stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into an option to purchase (i) that number of Class A shares of ANGI Homeservices equal to the total number of shares of Angie's List common stock subject to such Angie's List option immediately prior to the Effective Time, (ii) at a per-share exercise price equal to the exercise price per share of Angie's List common stock at which such Angie's List option was exercisable immediately prior to the Effective Time. Each ANGI Homeservices option will otherwise be subject to the same terms and conditions (including vesting) as applied to the corresponding Angie's List option immediately prior to the Effective Time.

Treatment of Angie's List Restricted Stock Unit Awards

        Each award of restricted stock units that corresponds to shares of Angie's List common stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into an ANGI Homeservices restricted stock unit award with respect to a number of Class A shares equal to the number of shares of Angie's List common stock subject to such restricted stock unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance goals at the target performance level with respect to Angie's List performance-based restricted stock unit awards granted in June 2016). Each ANGI Homeservices restricted stock unit award will otherwise be subject to the same terms and conditions (including vesting) as applied to the corresponding Angie's List restricted stock unit award immediately prior to the Effective Time, except that ANGI Homeservices restricted stock unit awards corresponding to performance-based Angie's List restricted stock unit awards granted in June 2016 will vest solely on the basis of service following the Effective Time.

Angie's List Employment Agreements and Offer Letters with Angie's List's Executive Officers

        Angie's List has entered into an employment agreement or offer letter with each of its executive officers, other than Ms. Hicks Bowman, which provides for payments and benefits in the event of a termination of the executive officer's employment by Angie's List without cause or by the executive officer with good reason (each of which is referred to in this section as a "qualifying termination"), in each case, during a specified period prior to or following a change in control. The Merger will constitute a change in control under these employment agreements and offer letters.

Scott A. Durchslag

        The employment agreement with Scott A. Durchslag, Angie's List's President and Chief Executive Officer, provides that, in the event of his qualifying termination within the six-month period prior to or 18-month period following the Effective Time, Mr. Durchslag will be eligible to receive the following:

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(i) a cash payment equal to 3.0 times the sum of his then-current annual base salary and target bonus, payable in one lump sum on the 60th day following his termination date, less all applicable taxes and withholdings; and (ii) a lump sum payment equal to 18 months of the cost of COBRA payments, payable on the 60th day following his termination date (provided Mr. Durchslag is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA).

Thomas R. Fox

        The offer letter with Thomas R. Fox, Angie's List's Chief Financial Officer, provides that, in the event of his qualifying termination within the six-month period prior to or 12-month period following the Effective Time, Mr. Fox will be eligible to receive the following: (i) a cash payment equal to two years of his then-current annual base salary, payable in one lump sum on the 60th day following his termination date, less all applicable taxes and withholdings, and (ii) reimbursement of 18 months of COBRA premium payments that Angie's List then pays on behalf of similarly situated active employees (provided Mr. Fox is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA).

J. Mark Howell

        The offer letter with J. Mark Howell, Angie's List's Chief Operating Officer, provides that, in the event of his qualifying termination within the six-month period prior to or 12-month period following the Effective Time, Mr. Howell will be eligible to receive the following: (i) a cash payment equal to two years of his then-current annual base salary, payable in one lump sum on the 60th day following his termination date, less all applicable taxes and withholdings, and (ii) reimbursement of 18 months of COBRA premium payments that Angie's List then pays on behalf of similarly situated active employees (provided Mr. Howell is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA).

Shannon M. Shaw

        The offer letter with Shannon M. Shaw, Angie's List's Chief Legal Officer & Corporate Secretary, provides that, in the event of her qualifying termination within the three-month period prior to or the 18-month period following the Effective Time, Ms. Shaw will be eligible to receive the following: (i) a cash payment equal to two years of her then-current annual base salary, payable in one lump sum on the 60th day following her termination date, less all applicable taxes and withholdings, and (ii) a lump sum payment equal to 18 months of the cost of COBRA payments, payable on the 60th day following her termination date.

Darin E. Brown

        The offer letter with Darin E. Brown, Angie's List's Chief Technology Officer, provides that, in the event of his qualifying termination within the 18-month period following the Effective Time, Mr. Brown will be eligible to receive the following: (i) a cash payment equal to two years of his then-current annual base salary, payable in biweekly installments commencing on the 60th day following his termination date, less all applicable taxes and withholdings, and (ii) a stipend equal to the cost of the COBRA premium payments for 18 months, payable in biweekly installments commencing on the 60th day following his termination date (provided Mr. Brown is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA).

Charles Hundt

        The offer letter with Charles Hundt, Angie's List's Chief Accounting Officer, provides that, in the event of his qualifying termination within the three-month period prior to or the 18-month period following the Effective Time, Mr. Hundt will be eligible to receive the following: (i) a cash payment

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equal to two years of his then-current annual base salary, payable in one lump sum on the 60th day following his termination date, less all applicable taxes and withholdings, and (ii) a lump sum payment equal to 18 months of the cost of COBRA payments, payable on the 60th day following his termination date.

        The employment agreements or offer letters with each of Angie's List's executive officers provide that payments and benefits that are subject to the excise tax under Section 4999 of the Code will be cut back in certain circumstances such that no payments or benefits are subject to the excise tax. The employment agreement with Mr. Durchslag and the offer letter with Mr. Brown each provide for a 12-month post-termination noncompetition covenant. All of the severance payments and benefits described above are contingent on the executive officer's execution and non-revocation of a separation and release agreement provided by Angie's List.

        For an estimate of the severance payments and benefits that would be payable to each of Angie's List's named executive officers upon a qualifying termination following the Merger, see "—Golden Parachute Compensation" below. The estimated aggregate amount of severance benefits that would be payable to Angie's List's two executive officers who are not named executive officers if the Effective Time occurred on August 23, 2017 and they experienced a qualifying termination on that date is $1,274,555.

Equity Acceleration

        The terms of the agreements for stock options granted during 2013 and later to Angie's List's named executive officers (other than for Mr. Durchslag's at-hire grant in 2015, as described below) provide for accelerated vesting if the named executive officer's employment is terminated within the six-month period prior to, or 18-month period following, a change in control. The terms of the stock option award agreements for Angie's List's other executive officers provide for accelerated vesting if the executive officer's employment is terminated within the 12-month period following a change in control. The terms of the stock option award agreements for Angie's List's non-employee directors provide for accelerated vesting upon a change in control, whether or not the service of the non-employee director is terminated in connection with the change in control. The Merger will constitute a change in control for this purpose. No non-employee directors hold any unvested stock options.

        The terms of the restricted stock unit award agreements for executive officers (other than for Mr. Durchslag's at-hire grant in 2015, as described below) provide that, if within 12 months following a change in control, the employment of the executive officer is terminated without cause or he or she resigns for good reason, the vesting of the restricted stock unit award will be accelerated automatically and will become fully vested upon such termination of employment or service. With respect to restricted stock unit awards granted to non-employee directors, such awards will be accelerated automatically and become fully vested upon a change in control if they are either not substituted, assumed or otherwise continued in connection with the change in control or if a termination of service of the non-employee director occurs in connection with the change in control. The Merger will constitute a change in control for this purpose.

        The terms of the performance-based restricted stock unit award agreements for executive officers (other than for Mr. Durchslag's at-hire grant in 2015, as described below) provide that in the event of a change in control of Angie's List prior to the conclusion of the 33-month performance period applicable to those awards, the Adjusted EBITDA and Total Cumulative Revenue performance conditions will be deemed satisfied, with the Total Cumulative Revenue goal deemed satisfied at the target performance level, and each holder of such an award will remain subject to the service-based vesting conditions set forth under the award agreement. In the event an executive officer experiences a termination of service without cause or resigns for good reason, in each case, within 18 months following a change in control, and provided that within 60 days following the executive officer's

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termination date, the executive officer timely executes and does not revoke a separation agreement releasing Angie's List and its affiliates from all claims, a pro-rated portion of the performance-based restricted stock unit award will vest based on the number of full months during the performance period that the executive officer was employed by Angie's List. The Merger will constitute a change in control for this purpose.

        Mr. Durchslag's employment agreement provides that, in the event of a qualifying termination within the six-month period prior to or 18-month period following a change in control and subject to Mr. Durchslag's execution and non-revocation of a separation agreement releasing Angie's List and its affiliates from all claims, the at-hire equity awards granted to Mr. Durchslag pursuant to his employment agreement will vest, with applicable performance goals being deemed satisfied at the greater of actual performance through the date of his termination of employment and 100% of the target level of performance.

        For an estimate of the amounts that would be payable to each of Angie's List's named executive officers upon settlement of their unvested Angie's List equity awards upon a qualifying termination, see "—Golden Parachute Compensation" below. The estimated aggregate amount that would be payable to Angie's List's two executive officers who are not named executive officers in settlement of their unvested Angie's List equity awards if the Effective Time occurred on August 23, 2017 and they experienced a qualifying termination on that date is $3,377,305. Angie's List's eight non-employee directors only hold unvested annual restricted stock awards granted in 2017, and Angie's List estimates that the aggregate amount that would be payable to Angie's List's eight non-employee directors for their unvested Angie's List equity awards if the Effective Time occurred on August 23, 2017 is $1,580,467. The amounts in this paragraph are determined using a per share price of Angie's List common stock of $10.40, the average closing price per share of Angie's List common stock over the first five business days following the announcement of the execution of the Merger Agreement.

Grants to Strategic Advisory Committee Members

        The compensation committee of the Angie's List board of directors approved the grant of cash payments to certain Angie's List directors who serve on the Strategic Advisory Committee of the Angie's List board of directors in recognition of their additional efforts and contributions in the following amounts: (i) $35,000 to each of George D. Bell, David B. Mullen and H. Eric Semler, and (ii) $50,000 to Thomas R. Evans. These cash payments will be paid at or just prior to the Closing.

Golden Parachute Compensation

        In accordance with Item 402(t) of Regulation S-K, the tables below present the estimated amounts of compensation that each named executive officer of Angie's List could receive that are based on or otherwise relate to the Merger. This compensation is referred to as "golden parachute" compensation by the applicable SEC disclosure rules, and in this section such term is used to describe the Merger-related compensation that may become payable to Angie's List's named executive officers. This Merger-related compensation will be the subject of a non-binding advisory vote of Angie's List stockholders at the special meeting. See the section entitled "Proposal 2: Advisory Vote on Executive Compensation."

        The amounts set forth below have been calculated assuming completion of the Merger on August 23, 2017, the latest practicable date prior to the filing of this proxy statement/prospectus, and, where applicable, assuming each named executive officer experiences a qualifying termination as of August 23, 2017. In addition, the amounts below are determined using a price per share of Angie's List common stock of $10.40, the average closing price per share of Angie's List common stock over the first five business days following the announcement of the execution of the Merger Agreement. The amounts indicated below are estimates of amounts that would be payable to Angie's List's named executive officers, and the estimates are based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement/prospectus. Some of the assumptions are

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based on information not currently available, and as a result, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below. In addition, consistent with SEC guidance, the amounts below do not take into account the effect of the new agreement between ANGI Homeservices and Ms. Hicks Bowman, which is described below in the section entitled "—ANGI Homeservices Employment Agreement with Ms. Hicks Bowman." All dollar amounts set forth below have been rounded to the nearest whole number.

 
  Golden Parachute Payment(1)  
Name
  Cash
Severance ($)(2)
  Equity ($)(3)   Perquisites/
Benefits ($)(4)
  Total ($)  

Scott A. Durchslag

    3,600,000     8,503,050     17,277     12,120,327  

Thomas R. Fox

    800,000     2,081,618     24,375     2,905,993  

J. Mark Howell

    880,000     2,416,948     25,844     3,322,792  

Angela R. Hicks Bowman

        2,275,962         2,275,962  

Shannon M. Shaw

    690,000     1,914,242     25,844     2,630,086  

(1)
All amounts reflected in the table are attributable to "double-trigger" arrangements ( i.e. , the amounts are triggered by (a) the change in control that will occur upon completion of the Merger and (b) the officer's qualifying termination in connection with the change in control).

(2)
The amounts reflect cash severance benefits that would be payable under the employment agreements or offer letters, as applicable, entered into with Messrs. Durchslag, Fox, and Howell and Ms. Shaw, assuming Angie's List terminates the officer's employment without cause or the officer terminates his or her employment for good reason, in each case within six months prior to or 18 months following the change in control (for Mr. Durchslag) or within six months prior to or 12 months following the change in control (for Messrs. Fox and Howell) or within three months prior to or 18 months following the change in control (for Ms. Shaw). In the case of Mr. Durchslag, the amount listed includes the value of three times the sum of his then-current base salary and his annual target bonus, the total amount of which is $1,200,000. The severance benefits payable under the applicable employment agreements are described in more detail above in the section entitled "—Angie's List Employment Agreements and Offer Letters with Angie's List's Executive Officers."

(3)
The amounts reflect the aggregate value of time-based and performance-based stock options, restricted stock unit awards, and performance-based restricted stock unit awards held by each of the named executive officers that would be accelerated assuming a qualifying termination in connection with the change in control. The terms of equity acceleration under the applicable employment agreements and equity award agreements are described in more detail above in the section entitled "—Equity Acceleration." Set forth below are the values of each type of unvested equity-based award that would vest upon a qualifying termination based on a price per share of Angie's List common stock of $10.40, the average closing price per share of Angie's List common stock over the first five business days following the announcement of the execution of the Merger Agreement.
Name
  Angie's List
Options
($)
  Angie's List
Performance-
Based Options
($)
  Angie's List
Restricted Stock
Unit Awards
($)
  Angie's List
Performance-
Based Restricted
Stock Unit
Awards
($)
 

Scott A. Durchslag

    2,130,579         3,932,708     2,439,763  

Thomas R. Fox

    340,343     39,630     546,894     1,154,750  

J. Mark Howell

    456,393     51,284     754,520     1,154,750  

Angela R. Hicks Bowman

    437,004     51,284     632,923     1,154,750  

Shannon M. Shaw

    245,675     23,311     490,506     1,154,750  

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(4)
The amounts reflect the payment(s) of COBRA premiums for 18 months provided under the employment agreements or offer letters entered into with Messrs. Durchslag, Fox, and Howell and Ms. Shaw, assuming Angie's List terminates the officer's employment without cause or the officer terminates his or her employment for good reason, in each case within six months prior to or 18 months following the change in control (for Mr. Durchslag) or within six months prior to or 12 months following the change in control (for Messrs. Fox and Howell) or within three months prior to or 18 months following the change in control (for Ms. Shaw). The COBRA premiums under the applicable employment agreements or offer letters are described in more detail above in the section entitled "—Angie's List Employment Agreements and Offer Letters with Angie's List's Executive Officers."

Board Composition

        At the Effective Time, the board of directors of ANGI Homeservices will consist of six members designated by IAC, an additional two directors designated by IAC who will qualify as "independent" pursuant to the NASDAQ Rules and the Exchange Act, and two directors selected by Angie's List from the Angie's List board of directors, who will be Thomas R. Evans and Angela R. Hicks Bowman, if they continue to be able and willing to serve. ANGI Homeservices has not entered into and does not plan to enter into an employment agreement with Mr. Evans, although he will be entitled to compensation for his service as a non-employee member of the board of directors, as described in the section entitled "ANGI Homeservices Director Compensation." ANGI Homeservices has entered into an employment agreement with Ms. Hicks Bowman, which is summarized below. For further information regarding the composition of the ANGI Homeservices board of directors from and after the Effective Time, see the section entitled "Board of Directors and Executive Officers of ANGI Homeservices Following the Merger."

ANGI Homeservices Employment Agreement with Ms. Hicks Bowman

        On June 29, 2017, ANGI Homeservices and Ms. Hicks Bowman entered into an employment agreement, pursuant to which Ms. Hicks Bowman will serve as the Chief Customer Officer of ANGI Homeservices following the completion of the Transactions. The employment agreement has a scheduled term of one year from the date of completion of the Transactions and provides for automatic renewals for successive one-year terms absent written notice from ANGI Homeservices or Ms. Hicks Bowman 60 days prior to the expiration of the then-current term.

        The employment agreement provides that Ms. Hicks Bowman will be eligible to receive an annual base salary of $500,000, discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Resources Committee of the ANGI Homeservices board of directors. Under the terms of the employment agreement, following the completion of the Transactions, Ms. Hicks Bowman will be granted an option to purchase 250,000 shares of Class A common stock of ANGI Homeservices that will vest 25% per year on the first four anniversaries of the grant date, subject to Ms. Hicks Bowman's continued employment with ANGI Homeservices, and will have an exercise price equal to the closing price of the Class A common stock of ANGI Homeservices on the grant date.

        Upon certain involuntary terminations of Ms. Hicks Bowman's employment and subject to her execution and non-revocation of a release and compliance with the restrictive covenants described in the next paragraph: (i) ANGI Homeservices will continue to pay Ms. Hicks Bowman her annual base salary for one year following such termination, (ii) any Angie's List equity awards that convert into equity awards of ANGI Homeservices will vest as of such date of termination, (iii) all vested and outstanding ANGI Homeservices stock options held by Ms. Hicks Bowman as of the date of such termination will remain outstanding and exercisable for 18 months from the date of such termination, and (iv) ANGI Homeservices will provide continued health benefits coverage for 12 months following the termination of Ms. Hicks Bowman's employment.

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        Pursuant to her employment agreement, Ms. Hicks Bowman is bound by a covenant not to compete with the businesses of ANGI Homeservices during the term of her employment and for 12 months after certain involuntary terminations and covenants not to solicit IAC's employees or business partners during the term of her employment and for 18 months after such a termination. In addition, Ms. Hicks Bowman has agreed not to use or disclose any confidential information of IAC or its affiliates. The employment agreement also grants to ANGI Homeservices the right to use Ms. Hicks Bowman's likeness for the promotion of ANGI Homeservices.

        The employment agreement with Ms. Hicks Bowman will become effective subject to, and upon the consummation of, the Transactions.

Indemnification; Directors' and Officers' Insurance

        Angie's List is party to indemnification agreements with each of its directors and executive officers that require Angie's List, among other things, to indemnify the directors and executive officers against certain liabilities that may arise by reason of their status or service as directors or officers. In addition, pursuant to the terms of the Merger Agreement, Angie's List's directors and executive officers will be entitled to certain ongoing indemnification from ANGI Homeservices and the surviving corporation in the Merger and coverage under directors' and officers' liability insurance policies. Such indemnification and insurance coverage is further described in the section entitled "The Merger Agreement—Indemnification and Insurance for Angie's List's Directors, Officers and Employees."

Other

        Ms. Hicks Bowman and Mr. Evans are the only current Angie's List directors or officers that are expected to join either the board of directors or the executive management team of ANGI Homeservices.

Litigation Related to the Merger

        On July 18, 2017, a putative class action complaint, captioned Parshall v. Angie's List,  Inc. , C.A. No. 1:17-cv-02418 (the "Parshall Action"), was filed in the U.S. District Court for the Southern District of Indiana in connection with the Merger. On July 20, 2017, a similar class action lawsuit was filed in the same court, captioned Pill v. Angie's List, Inc. , C.A. No. 1:17-cv-02461 (the "Pill Action") (together, the two actions are referred to as the "Actions"). The complaints in both the Parshall Action and the Pill Action named as defendants ANGI Homeservices, Merger Sub, IAC, Angie's List and the members of the Angie's List board of directors.

        The complaints in the Actions allege that Angie's List, the members of the Angie's List board of directors, IAC, ANGI Homeservices and Merger Sub allegedly omitted and/or misrepresented certain information in the registration statement on Form S-4 of which this proxy statement/prospectus forms a part in violation of the Exchange Act and related SEC regulations. The alleged omissions and/or misrepresentations generally relate to (i) certain of Angie's List's and the HomeAdvisor Business's financial projections, (ii) certain data and inputs underlying the financial analyses, (iii) certain interests of Angie's List's directors and executive officers in the Transactions, and (iv) the background of the Transactions.

        The Actions collectively seek the following relief: (i) ordering that the Actions be maintained as a class action and certifying the plaintiffs as the class representative and the plaintiff's counsel as class counsel, (ii) preliminarily and permanently enjoining the defendants and all persons acting in concert with them from proceeding with, consummating or closing the Transactions, (iii) directing the Angie's List board of directors to disseminate a Form S-4 that does not contain any untrue statements of material fact and that states all material facts required in it or necessary to make the statements contained therein not misleading, (iv) in the event the defendants consummate the Transactions, rescinding them and setting them aside or awarding rescissory damages to the plaintiffs and the class,

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(v) declaring that the defendants violated Section 14(a) of the Exchange Act, as well as Rule 14a-9 promulgated thereunder, and/or Section 20(a) of the Exchange Act, (vi) directing the defendants to account to the plaintiffs and the class for damages sustained, (vii) awarding the plaintiffs the costs of the Actions, including reasonable allowance for plaintiffs' attorneys and experts' fees, and (viii) granting such other and further relief as the court may deem just and proper.

        The defendants consider the claims asserted to be without merit. Notwithstanding that belief, one of the conditions to the Closing is that no court or other governmental authority in a competent jurisdiction (which would include the U.S. District Court for the Southern District of Indiana) has issued an injunction or similar order prohibiting the consummation of the Merger or any of the other Transactions. As such, if the plaintiffs are successful in obtaining an injunction prohibiting the consummation of the Merger, then such injunction may prevent the Merger from becoming effective or from becoming effective within the expected timeframe.

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THE MERGER AGREEMENT

         The following section summarizes certain material provisions of the Merger Agreement. This summary is qualified in its entirety by the full text of the Merger Agreement, which is included as Annex B to this proxy statement/prospectus and incorporated herein by reference. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. The following summary and the Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Angie's List, IAC, ANGI Homeservices, their respective subsidiaries and affiliates, and the Transactions that is contained in (including the information incorporated by reference into) this proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

         The Merger Agreement and this summary of its terms have been included in this proxy statement/prospectus to provide you with information regarding the terms of the Merger Agreement. The Merger Agreement and this summary are not intended to provide any other information (financial or otherwise) about Angie's List, IAC, ANGI Homeservices, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates, (ii) are solely for the benefit of the parties to the Merger Agreement, (iii) may be subject to limitations agreed upon by the parties to the Merger Agreement, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing those matters as facts, and (iv) may be subject to standards of materiality applicable to the parties to the Merger Agreement that differ from those applicable to investors. You should not rely on these representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or conditions relating to Angie's List, IAC, ANGI Homeservices, Merger Sub, their respective subsidiaries or affiliates, or the HomeAdvisor Business. In addition, such representations and warranties will not survive the Closing. Moreover, information concerning the subject matter of these representations, warranties and covenants may have changed after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Angie's List, IAC, ANGI Homeservices or their respective subsidiaries and affiliates.

The Merger, the Share Consideration and the Cash Consideration

        The Merger Agreement provides that, subject to the terms and conditions of the Merger Agreement and the Contribution Agreement, prior to the Closing, IAC will contribute its HomeAdvisor Business, along with cash sufficient to fund the aggregate Cash Consideration, if any, to ANGI Homeservices in exchange for Class B shares of ANGI Homeservices. For further details regarding the Contribution, see the section entitled "Ancillary Agreements—Contribution Agreement." At the Effective Time, Merger Sub will merge with and into Angie's List, the separate corporate existence of Merger Sub will cease, and Angie's List will continue as the surviving company in the Merger and a wholly owned subsidiary of ANGI Homeservices.

        At the Effective Time, each share of Angie's List common stock outstanding immediately prior to the Effective Time (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive, at the holder's election (i) in the case of a share of Angie's List common stock with respect to which an election to receive a Class A share of ANGI Homeservices has been properly made and not revoked or lost, one Class A share (the "Share Consideration" which, together with the Share Consideration, is referred to in this proxy statement/prospectus as the "Merger Consideration") or (ii) in the case of a share of Angie's List common stock with respect to which an election to receive cash has been properly made and not revoked or lost, $8.50 in cash, without interest (the "Cash Consideration"), but subject to the proration provisions described below.

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        There is no requirement for any Angie's List stockholder to receive Cash Consideration in the Merger. If no Angie's List stockholder elects to receive the Cash Consideration, 100% of the consideration paid in the Merger will be in the form of Class A shares of ANGI Homeservices (other than cash in lieu of fractional shares, if applicable).

        Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock.

        ANGI Homeservices will not issue any fractional Class A shares of ANGI Homeservices in the Merger. Instead, in lieu of any fractional Class A shares, the exchange agent (as described below under "—Exchange Agent; Exchange and Payment Procedures") will issue a cash payment (without interest) in an amount representing the applicable Angie's List stockholder's proportionate interest in the net proceeds from the sale by the exchange agent of the aggregated amount of all such fractional Class A shares that would otherwise have been issued.

        No right to fair value or appraisal or similar rights will be available to Angie's List stockholders with respect to the Merger or the other Transactions.

Treatment of Angie's List Equity Awards in the Merger

        Options.     Each option to purchase shares of Angie's List common stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into an option to purchase (i) that number of Class A shares of ANGI Homeservices equal to the total number of shares of Angie's List common stock subject to such Angie's List option immediately prior to the Effective Time, (ii) at a per-share exercise price equal to the exercise price per share of Angie's List common stock at which such Angie's List option was exercisable immediately prior to the Effective Time. Each ANGI Homeservices option will otherwise be subject to the same terms and conditions (including vesting) as applied to the corresponding Angie's List option immediately prior to the Effective Time.

        Restricted Stock Unit Awards.     Each award of restricted stock units that corresponds to shares of Angie's List common stock that is outstanding immediately prior to the Effective Time will, as of the Effective Time, be converted into an ANGI Homeservices restricted stock unit award with respect to a number of Class A shares equal to the number of shares of Angie's List common stock subject to such restricted stock unit award immediately prior to the Effective Time (assuming satisfaction of any applicable performance goals at the target performance level with respect to Angie's List performance-based restricted stock unit awards granted in June 2016). Each ANGI Homeservices restricted stock unit award will otherwise be subject to the same terms and conditions (including vesting) as applied to the corresponding Angie's List restricted stock unit award immediately prior to the Effective Time, except that ANGI Homeservices restricted stock unit awards corresponding to performance-based Angie's List restricted stock unit awards granted in June 2016 will vest solely on the basis of service following the Effective Time.

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Closing of the Merger; Closing Date and Effective Time

        Unless IAC and Angie's List otherwise agree, the closing of the Merger, which is referred to in this proxy statement/prospectus as the "Closing," will take place (i) on September 29, 2017, if all of the conditions to the Closing set forth in the Merger Agreement have been satisfied or (to the extent permitted by applicable law) waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing or (ii) if such conditions have not been satisfied or waived on September 29, 2017, on the third business day after all of the conditions to the Closing set forth in the Merger Agreement have been satisfied or (to the extent permitted by applicable law) waived, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at the Closing. For further details regarding these conditions, see the section entitled "—Conditions to the Closing of the Merger." The date on which the Closing actually occurs is referred to in this proxy statement/prospectus as the "Closing Date."

        Concurrently with the Closing, Angie's List and Merger Sub will cause a certificate of merger effecting the Merger to be filed with the Secretary of State of Delaware. The Merger will become effective at the time the certificate of merger is filed, unless the parties to the Merger Agreement agree to make the Merger effective at another, later date and/or time and specify such time in the certificate of merger. The time at which the Merger is deemed effective under Delaware law is referred to in this proxy statement/prospectus as the "Effective Time."

        IAC and Angie's List expect the Closing to occur in the late third quarter or early fourth quarter of 2017, subject to the adoption of the Merger Agreement by Angie's List stockholders and the satisfaction or waiver of the other conditions to the Merger. See the section entitled "—Conditions to the Closing of the Merger."

Election Procedures for the Share Consideration and the Cash Consideration; Aggregate Cap and Possible Proration of the Cash Consideration

        Merger Consideration Elections.     Pursuant to the election procedures described below, each Angie's List stockholder will be able to specify whether such stockholder desires to receive, in exchange for each share of Angie's List common stock held by such stockholder as of immediately prior to the Effective Time, either (i) one Class A share of ANGI Homeservices or (ii) $8.50 in cash, without interest. The election form will permit Angie's List stockholders to choose (1) all Share Consideration, (2) all Cash Consideration or (3) Share Consideration for specified shares of Angie's List common stock held by such stockholder and Cash Consideration for other specified shares of Angie's List common stock held by such stockholder. The election form will also permit each Angie's List stockholder to specify the order in which the election should apply if the election is subject to proration of the Cash Consideration, as described below. Any share of Angie's List common stock for which the exchange agent does not receive an effective, properly completed election on or before the election deadline described below will receive Share Consideration in the Merger.

        There is no requirement for any Angie's List stockholder to receive Cash Consideration in the Merger. If no Angie's List stockholder elects to receive the Cash Consideration, 100% of the consideration paid in the Merger will be in the form of Class A shares of ANGI Homeservices (other than cash in lieu of fractional shares, if applicable).

        Consideration Election Forms and Procedures.     Angie's List will cause to be mailed or delivered an election form to each Angie's List stockholder as of the close of business on August 25, 2017, which is the record date for the Angie's List special meeting. Angie's List will mail the election forms at least 20 business days prior to the anticipated election deadline. The election forms are expected to be mailed on or around August 30, 2017. Angie's List will also make available election forms as may be reasonably requested by anyone who becomes an Angie's List stockholder after the record date for the

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Angie's List special meeting and prior to the election deadline. The deadline for returning the election forms will be 5:00 p.m. Eastern time on September 28, 2017, the day prior to the date of the Angie's List special meeting, unless another date is agreed in advance by Angie's List and IAC (in which case Angie's List will reasonably promptly announce the rescheduled election deadline). An election will have been properly made only if the exchange agent has received, by the election deadline, an election form properly completed and signed and accompanied by (i) the Angie's List stock certificates, if any, to which such election form relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Angie's List, and (ii) in the case of book-entry shares of Angie's List common stock, any additional documents specified in the procedures set forth in the election form. The exchange agent will have reasonable discretion to determine if any election is not properly made, and none of Angie's List, IAC, ANGI Homeservices, Merger Sub or the exchange agent will have any duty to notify any Angie's List stockholder of any defective election form or election.

        Changes to Elections Previously Made.     Any Angie's List stockholder may, at any time prior to the election deadline, change or revoke such stockholder's election by written notice received by the exchange agent prior to the election deadline, accompanied by a properly completed and signed revised election form, or by withdrawal prior to the election deadline of such stockholder's Angie's List stock certificates or any documents in respect of book-entry shares of Angie's List previously deposited with the exchange agent. An election may not be revoked after the election deadline. A revocation of an election prior to the election deadline is required in connection with any transfer of shares of Angie's List common stock as to which an election has been properly made. As a result, following the election deadline until the Closing, Angie's List stockholders will not be able to transfer (including by sale) any shares of Angie's List common stock for which an election has been properly made. Any and all elections will be automatically deemed revoked upon receipt by the exchange agent of written notice from Angie's List or IAC that the Merger Agreement has been terminated in accordance with its terms.

        Aggregate Cash Consideration Cap and Proration Procedures.     Under the Merger Agreement, the aggregate Cash Consideration payable in the Merger is capped at $130 million.

        If the aggregate number of shares of Angie's List common stock in respect of which Cash Consideration is properly elected (as described above) is less than or equal to 15,294,118 shares (which is the quotient obtained by dividing the aggregate Cash Consideration cap of $130 million by $8.50, the per-share Cash Consideration amount), then (i) all shares of Angie's List common stock for which Cash Consideration was properly elected will be converted into the right to receive the Cash Consideration and (ii) all other shares of Angie's List common stock (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive the Share Consideration in the Merger, including any shares of Angie's List common stock for which no election is properly made.

        However, if the aggregate number of shares of Angie's List common stock in respect of which Cash Consideration is properly elected exceeds 15,294,118 shares, then (i) all shares of Angie's List common stock for which Share Consideration was properly elected will be converted into the right to receive the Share Consideration and (ii) the number of shares of Angie's List common stock of each stockholder of Angie's List who properly elected to receive Cash Consideration that will be converted into the right to receive the Cash Consideration will be equal to the product obtained by multiplying (1) the number of shares for which such Angie's List stockholder properly elected the Cash Consideration by (2) a fraction, the numerator of which is 15,294,118, and the denominator of which is the aggregate number of shares for which all Angie's List stockholders properly elected the Cash Consideration, rounded to the nearest whole share. All other shares of Angie's List common stock (other than shares owned or held in treasury by Angie's List, which will automatically be cancelled, retired and cease to exist for no consideration) will be converted into the right to receive the Share Consideration in the Merger, including any shares of Angie's List common stock for which no election

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is properly made. As an illustration of this possible outcome, if the exchange agent has received proper elections (not properly withdrawn) for the Cash Consideration in respect of 25,000,000 shares of Angie's List common stock as of the election deadline, then an Angie's List stockholder who properly elected to receive the Cash Consideration in respect of 10 shares of Angie's List common stock will receive the Cash Consideration in respect of six of those shares (or $51 in the aggregate), and the Share Consideration in respect of the other four shares for which Cash Consideration was elected. This illustrative proration is calculated as the product of (i) the quotient of 15,294,118 divided by 25,000,000 (the number of shares for which Cash Consideration was properly elected), which equals 0.612, multiplied by (ii) 10, the number of shares of Angie's List common stock in respect of which the hypothetical stockholder properly elected the Cash Consideration. This amount (6.12) is then rounded to the nearest whole number, which is 6, and the stockholder will receive $51 in exchange for six shares of Angie's List common stock ( i.e. , 6 multiplied by $8.50). Had the aggregate Cash Consideration cap not been exceeded ( i.e. , if the Cash Consideration was properly elected in respect of 15,294,118 or fewer shares of Angie's List common stock in the aggregate), then the hypothetical stockholder would have received $85 in cash, without interest, in respect of such stockholder's 10 shares, and no Share Consideration.

Determination of the Number of Class B Shares of ANGI Homeservices to Be Issued to IAC

        Prior to the Effective Time, IAC will contribute its HomeAdvisor Business, along with cash sufficient to fund the aggregate Cash Consideration, if any, to ANGI Homeservices in exchange for Class B shares of ANGI Homeservices. For further details regarding the Contribution, see the section entitled "Ancillary Agreements—Contribution Agreement." The number of Class B shares to be issued to IAC in connection with the Contribution will be calculated by IAC on the business day prior to the anticipated Closing Date, based on the number of shares of Angie's List common stock, Angie's List equity awards and HomeAdvisor stock appreciation rights, in each case, outstanding as of 5:00 p.m. Eastern time on the second business day prior to the anticipated Closing Date.

        Pursuant to the Merger Agreement, the number of Class B shares of ANGI Homeservices to be issued to IAC in connection with the Contribution will equal the sum of (i) the quotient, rounded to the nearest whole number, of (1) (a) the HomeAdvisor Allocation of Combined Company Implied Value (as defined below) less (b) the sum of (x) the aggregate value of the spread between the exercise price and the implied HomeAdvisor share price of specified vested HomeAdvisor stock appreciation rights outstanding as of immediately prior to the anticipated Effective Time and (y) 50% of the aggregate value of the spread between the exercise price and the implied share price of specified unvested HomeAdvisor stock appreciation rights outstanding as of immediately prior to the anticipated Effective Time (each computed in accordance with the procedures set forth in the Merger Agreement) divided by (2) the Unaffected ANGI Price (as defined below), plus (ii) the aggregate number of shares of Angie's List common stock for which Cash Consideration has been properly elected (unless such number exceeds the maximum number of shares for which Cash Consideration may become payable under the Merger Agreement, in which case this last number will be capped at 15,294,118).

        Under the Merger Agreement, the "HomeAdvisor Allocation of Combined Company Implied Value" is defined as the product, rounded to the nearest whole cent, of (i) the sum of (1) the product of (a) the number of shares of Angie's List common stock that will be outstanding as of immediately prior to the anticipated Effective Time, excluding any shares of common stock scheduled to be issued in respect of Angie's List restricted stock unit awards between the measurement time and the anticipated Effective Time (and, for the avoidance of doubt, excluding any Angie's List shares held in treasury or held by a subsidiary of Angie's List), multiplied by (b) the average of the daily dollar-volume-weighted average price for Angie's List common stock on NASDAQ for each of the ten trading days immediately preceding the anticipated Closing Date, subject to certain adjustments set forth in the Merger Agreement if such average trading price is less than $8.50 (such average trading price, after any such required adjustment, the "Unaffected ANGI Price"), plus (2) the product of (a) the net value of

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the Angie's List equity awards outstanding as of immediately prior to the anticipated Effective Time (computed in accordance with the procedures set forth in the Merger Agreement) multiplied by (b) the quotient of the Unaffected ANGI Price divided by the average of the daily dollar-volume-weighted average price for Angie's List common stock on NASDAQ for each of the ten trading days immediately preceding the anticipated Closing Date (which may or may not be equal to one), multiplied by (ii) 6.6923 (which is 0.87 divided by 0.13).

        Immediately following the Closing, depending on the number of Angie's List stockholders that elect to receive Cash Consideration, former holders of Angie's List common stock and equity awards are expected to hold, in the aggregate, Class A shares representing between approximately 10% (assuming Angie's List stockholders elect to receive the maximum aggregate Cash Consideration) and 13% (assuming no Angie's List stockholders elect to receive Cash Consideration) of the economic interest in ANGI Homeservices common stock (on a fully diluted basis, calculated using the treasury stock method), and less than 2% of the total voting power of ANGI Homeservices common stock, and IAC is expected to hold Class B shares of ANGI Homeservices which, together with Class A shares underlying equity awards in respect of HomeAdvisor (US) to be converted into awards in respect of ANGI Homeservices, will represent between approximately 87% and 90% of the economic interest (on a fully diluted basis, calculated using the treasury stock method) and approximately 98% of the total voting power of ANGI Homeservices common stock.

        Within two business days after the first anniversary of the Closing Date, ANGI Homeservices and IAC will calculate the number of Class A shares of ANGI Homeservices underlying the Angie's List equity awards assumed by ANGI Homeservices in the Merger that were forfeited during the period commencing at the Closing and ending on the first anniversary of the Closing Date. (i) If the actual number of such forfeited shares exceeds 2,300,000 (which is the number of forfeited shares assumed for purposes of the calculation to be made prior to the Closing), then a number of Class B shares held by IAC equal to the number of such excess will be cancelled, thereby reducing IAC's proportionate ownership of ANGI Homeservices relative to the holders of Class A shares, and (ii) if the actual number of such forfeited shares is less than 2,300,000, then a number of additional Class B shares will be issued to IAC equal to the number of such deficit, thereby increasing IAC's proportionate ownership of ANGI Homeservices relative to the holders of Class A shares.

Governance of ANGI Homeservices and Organizational Documents of ANGI Homeservices and Angie's List Following the Closing

        ANGI Homeservices.     At or prior to the Closing, IAC will cause the certificate of incorporation and bylaws of ANGI Homeservices to be amended and restated in their entirety to read as set forth in the exhibits to the Merger Agreement, and as so amended and restated, those will be the certificate of incorporation and bylaws of ANGI Homeservices until thereafter amended in accordance with their terms and applicable law. For details regarding certain terms of the amended and restated certificate of incorporation and amended and restated bylaws of ANGI Homeservices that will be in effect at the Closing, see the sections entitled "Description of ANGI Homeservices Capital Stock" and "Comparison of the Rights of Angie's List Stockholders and Holders of Class A Shares of ANGI Homeservices."

        The Merger Agreement provides that the initial board of directors of ANGI Homeservices will consist of ten directors, with six directors designated by IAC, two directors designated by IAC who qualify as "independent" pursuant to NASDAQ Rules and the Exchange Act, and two directors selected by Angie's List from the Angie's List board of directors. The directors selected by Angie's List will be Angela R. Hicks Bowman and Thomas R. Evans, if they continue to be able and willing to serve. The Merger Agreement further provides that the chairman of the board of directors of ANGI Homeservices will be Joseph Levin, the current Chief Executive Officer of IAC, and that the Chief Executive Officer of ANGI Homeservices will be Chris Terrill, the current Chief Executive Officer of HomeAdvisor (US). For additional information regarding the expected directors and officers of ANGI

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Homeservices, see the section entitled "Board of Directors and Executive Officers of ANGI Homeservices Following the Merger."

        The Merger Agreement also provides that at the Closing, IAC and ANGI Homeservices will enter into the Investor Rights Agreement, the terms of which are described in the section entitled "Ancillary Agreements—Investor Rights Agreement."

        Angie's List.     From and after the Effective Time, Angie's List will be a wholly owned subsidiary of ANGI Homeservices. The Merger Agreement provides that, at the Effective Time, the certificate of incorporation and bylaws of Angie's List will be amended and restated in their entirety to read as set forth in the applicable exhibits to the Merger Agreement. The forms of the certificate of incorporation and bylaws of Angie's List that will become effective at the Effective Time are different from the certificate of incorporation and bylaws of Angie's List in effect as of the date of this proxy statement/prospectus, with many of the changes made to reflect that Angie's List will be a wholly owned subsidiary of ANGI Homeservices (and will no longer have public stockholders) from and after the Effective Time. However, the forms of certificate of incorporation and bylaws of Angie's List that will become effective at the Effective Time include provisions regarding exculpation of directors, indemnification of and advance of expenses to directors and officers, and the power of Angie's List to purchase and maintain related insurance that are substantially identical to those set forth in the certificate of incorporation and bylaws of Angie's List in effect as of the date of this proxy statement/prospectus. The forms of certificate of incorporation and bylaws of Angie's List that will become effective at the Effective Time are included as exhibits to the registration statement of which this proxy statement/prospectus forms a part and are incorporated into this proxy statement/prospectus by reference.

Exchange Agent; Exchange and Payment Procedures

        Prior to the Closing, IAC will enter into an agreement with a bank or trust company to act as exchange agent on behalf ANGI Homeservices for payment of the Share Consideration and the Cash Consideration (if any) in the Merger. The identity and the terms of appointment of the exchange agent must be reasonably acceptable to Angie's List. The parties expect that Computershare Trust Company, N.A. and Computershare, Inc. will serve as the exchange agent.

        Prior to the Closing, IAC will deposit or cause ANGI Homeservices to deposit with the exchange agent (i) evidence of Class A shares of ANGI Homeservices in book-entry form (and/or stock certificates, at IAC's election) representing the number of Class A shares issuable in the Merger and (ii) cash in immediately available funds in an amount sufficient to deliver the aggregate Cash Consideration properly elected to be received by Angie's List stockholders pursuant to the election procedures set forth in the Merger Agreement.

        As soon as reasonably practicable after the Closing (and no later than the tenth business day after the Closing Date), ANGI Homeservices will cause the exchange agent to mail to each holder of record of Angie's List common stock whose shares were converted into the right to receive the Share Consideration and/or the Cash Consideration a letter of transmittal and instructions for use in effecting the surrender of Angie's List stock certificates or book-entry shares in exchange for the applicable Merger Consideration.

        Upon surrender of Angie's List stock certificates or book-entry shares to the exchange agent, along with a completed and signed letter of transmittal and any other documents as may customarily be required by the exchange agent, the holder of the surrendered shares will be entitled to receive the applicable Merger Consideration in exchange for such surrendered shares as promptly as practicable after the Closing (and no later than five business days after the Closing and the surrender of such shares, whichever is later). No interest will accrue or be paid on any cash payable upon surrender of

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any Angie's List shares. The amount of any Merger Consideration to be paid to any Angie's List stockholder may be reduced as required by any applicable tax laws.

        If any portion of the Merger Consideration deposited with the exchange agent is not claimed within 180 days of the Closing Date, then it will be delivered to ANGI Homeservices upon its demand. Thereafter, any Angie's List stockholder who has not complied with the exchange procedures of the Merger Agreement may thereafter look only to ANGI Homeservices or Angie's List (subject to applicable abandoned property, escheat or similar laws) as general creditor for payment of the applicable Merger Consideration. None of IAC, ANGI Homeservices, Angie's List, Merger Sub or the exchange agent will be liable to any person for any portion of the Merger Consideration or amounts deposited with the exchange agent that are delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any portion of the Merger Consideration that remains undistributed to Angie's List stockholders as of the second anniversary of the Closing Date (or immediately prior to any earlier date on which the applicable Merger Consideration would otherwise escheat to or become the property of any governmental entity) will, to the extent permitted by applicable law, become the property of Angie's List as the surviving company in the Merger, free and clear of all claims or interest of any other person.

        The letter of transmittal will include instructions for obtaining payment of the Merger Consideration if an Angie's List stockholder has lost his, her or its stock certificate or if such certificate has been stolen, mutilated or destroyed. If an Angie's List stockholder has lost a stock certificate, or if such certificate has been stolen, mutilated or destroyed, then before such stockholder will be entitled to receive the applicable Merger Consideration, such stockholder will have to make an affidavit of the loss, theft, mutilation or destruction and may be required to post a bond in such amount as ANGI Homeservices or the exchange agent may determine is reasonably necessary as indemnity against any claim that may be made with respect to such lost, stolen, mutilated or destroyed certificate.

Representations and Warranties; Material Adverse Effect

        Pursuant to the Merger Agreement, Angie's List, on the one hand, and IAC, ANGI Homeservices and Merger Sub, on the other hand, have made certain representations and warranties to each other as of the date of the Merger Agreement. These representations and warranties will also be made, subject to certain materiality, "material adverse effect," knowledge and other qualifications, as of the Closing Date (except for certain representations and warranties that by their terms address matters only as of a specified date, which are and will be made only as of such date). These representations and warranties relate to, among other things, the following:

    legal organization, qualification, corporate power and good standing, organizational documents and ownership of subsidiaries;

    capital structure;

    corporate power and authority to enter into the Merger Agreement and to enter into or deliver the other agreements contemplated by the Merger Agreement and to consummate the Transactions;

    the need for approval of, or notice to, governmental entities;

    the absence of conflicts with, or violations of, organizational documents or applicable laws;

    consents and approvals relating to the Merger and the other Transactions;

    SEC reports and financial statements;

    internal controls and procedures;

    the absence of undisclosed liabilities;

    compliance with applicable laws and permits;

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    compliance with environmental laws and regulations;

    employee benefit matters;

    labor and employment matters;

    the absence of certain changes or events since January 1, 2017 through the date of the Merger Agreement;

    investigations and litigation matters;

    the accuracy of information supplied or to be supplied for use in this proxy statement/prospectus or the registration statement on Form S-4 of which it forms a part;

    tax matters;

    intellectual property matters;

    insurance policies;

    broker's fees payable in connection with the Merger; and

    transactions with affiliates.

        IAC, ANGI Homeservices and Merger Sub have also made representations and warranties to Angie's List regarding (i) the sufficiency of the assets to be held by or licensed to ANGI Homeservices and its subsidiaries following the Contribution, (ii) the absence of ownership by any of them of Angie's List common stock, (iii) the lack of any vote required of the stockholders of IAC or ANGI Homeservices to approve the Transactions and (iv) the absence of guarantees of indebtedness by ANGI Homeservices of IAC or any of IAC's affiliates following the Effective Time.

        Angie's List has also made representations and warranties to IAC, ANGI Homeservices and Merger Sub regarding (i) material contracts of Angie's List and its subsidiaries, (ii) its owned and leased real property and other assets, (iii) receipt of an opinion from each of its financial advisors and (iv) the inapplicability or absence of state anti-takeover statutes, regulations or provisions under applicable law or under the Angie's List organizational documents.

        Certain of the representations and warranties set forth in the Merger Agreement are qualified as to "materiality" or "material adverse effect." None of the representations and warranties set forth in the Merger Agreement will survive the Closing, and the Merger Agreement does not contain any post-closing indemnification obligations with respect to breaches of any of the representations and warranties.

        For purposes of the Merger Agreement, a "material adverse effect" with respect to either Angie's List or the HomeAdvisor Business means any event, circumstance, change, effect, development, occurrence or combination of the foregoing that individually or in the aggregate (i) prevents, materially impedes or materially delays, or would prevent, materially impede or materially delay, the consummation of the Merger and the other Transactions, or (ii) has had a material adverse effect on the business, condition (financial or otherwise) or results of operations of Angie's List and its subsidiaries, taken as a whole (in the case of a material adverse effect on Angie's List), or the HomeAdvisor Business (in the case of a material adverse effect on it). However, in the case of the foregoing clause (ii), no event, circumstance, change, effect, development or occurrence resulting from or arising out of any of the following will be deemed (either alone or in combination) to constitute a "material adverse effect":

    changes in general economic, business, credit, capital or other financial market conditions (including prevailing interest rates);

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    any changes or developments generally in the industries in which Angie's List or any of its subsidiaries conducts business (in the case of Angie's List) or in which the HomeAdvisor Business operates (in the case of the HomeAdvisor Business);

    the announcement or the existence of, or compliance with or performance under, the Merger Agreement, the other agreements contemplated by the Merger Agreement or the Transactions (subject to certain limited exceptions);

    any taking of, or any failure in taking, any action at the request or with the express prior consent of (1) IAC, ANGI Homeservices or Merger Sub, in the case of Angie's List, or (2) Angie's List, in the case of the HomeAdvisor Business;

    changes in applicable law, GAAP or accounting standards;

    any earthquakes, floods, tornadoes, fires or natural disasters or outbreak or escalation of hostilities, acts of war, sabotage or terrorism;

    any litigation or other proceeding in connection with the Merger Agreement or the Transactions; or

    the failure of Angie's List or any of the HomeAdvisor Entities, as applicable, to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics, or (in the case of Angie's List only) changes in the market price or trading volume of Angie's List common stock or the credit rating of Angie's List (although the underlying facts giving rise or contributing to any failure or change described in this bullet point may be taken into account in determining whether there has been a "material adverse effect" if such failure or change is not otherwise excluded by another of the bullet points listed in this paragraph).

        However, with respect to the matters described in the first, second, fifth and sixth bullet points listed above, an event, circumstance, change, effect, development or occurrence may be taken into account in determining whether a material adverse effect has occurred if and to the extent that such event, circumstance, change, effect, development or occurrence disproportionately affects (i) in the case of Angie's List, Angie's List and its subsidiaries, taken as a whole, relative to other similarly situated companies in the industries in which Angie's List and its subsidiaries conduct their business or (ii) in the case of the HomeAdvisor Business, the HomeAdvisor Business, taken as a whole, relative to other similarly situated companies in the industries in which the HomeAdvisor Business operates.

Conduct of Business from the Execution of the Merger Agreement Until the Closing

        Under the Merger Agreement, each of Angie's List and IAC (with respect to the HomeAdvisor Business) has agreed to specified restrictions on the conduct of its business between the date of the Merger Agreement and the Closing. In general, Angie's List has agreed to conduct its business, and IAC has agreed to conduct the HomeAdvisor Business, in the ordinary course of business in all material respects, and Angie's List and IAC must use their respective reasonable best efforts to preserve intact the present lines of business, maintain their rights, franchises and permits and preserve relationships with employees, customers and suppliers with respect to Angie's List and the HomeAdvisor Business, respectively.

        In addition, from the date of the Merger Agreement until the Closing (or, if earlier, the termination of the Merger Agreement in accordance with its terms), Angie's List has agreed not to take any of the following actions (except (i) with the prior written consent of IAC, not to be unreasonably withheld, conditioned or delayed, (ii) as may be expressly contemplated or required by

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the Merger Agreement, (iii) as set forth in specified confidential disclosure schedules delivered to IAC or (iv) as permitted by specified exceptions set forth in the Merger Agreement):

    amend or restate its organizational documents or permit any of its subsidiaries to amend or restate their respective organizational documents;

    (i) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (ii) repurchase, redeem or otherwise acquire any shares of capital stock of or other ownership interest in Angie's List or any of its subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest (or permit any subsidiary to take any of the foregoing actions);

    authorize or pay any dividends on or make any distribution with respect to outstanding shares of its capital stock, or permit any non-wholly owned subsidiary to do so with respect to its capital stock;

    adopt (or permit any subsidiary to adopt) a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or take any action with respect to any securities owned by it or any of its subsidiaries that would reasonably be expected to prevent, materially impede or materially delay the consummation of the Merger;

    acquire, or permit any subsidiary to acquire, any other person or business or make any loans, advances or capital contributions to, or investments in, any other person or entity with a value in excess of $250,000 in the aggregate;

    sell, lease, license, transfer, exchange, swap or otherwise dispose of or encumber any properties or assets with a value in excess of $500,000 in the aggregate (or permit any subsidiary to take any of the foregoing actions);

    authorize, or permit any subsidiary to authorize, any capital expenditures in excess of $250,000 per month in the aggregate;

    modify, amend, terminate or waive any material rights under any "material contract" (as defined in the Merger Agreement) or enter into any new contract that (i) would be a "material contract" or (ii) has a term in excess of two years (or permit any subsidiary to take any of the foregoing actions);

    change or permit any subsidiary to change any material financial accounting policies or procedures or any of its methods of reporting income, deductions or other material items;

    issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of or other ownership interest in Angie's List or any of its subsidiaries or any securities convertible into or exchangeable for any such shares or ownership interest, or any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities, or take any action to cause to be exercisable any otherwise unexercisable option under any existing Angie's List benefit plan (or permit any subsidiary to take any of the foregoing actions);

    incur, assume, guarantee or otherwise become liable for any liabilities for borrowed money or other indebtedness or related obligations or any guarantee of any of the foregoing (or permit any subsidiary to take any of the foregoing actions);

    waive, release, assign, settle or compromise any claim, action or proceeding (or permit any subsidiary to take any of the foregoing actions), other than waivers, releases, assignments, settlements or compromises that do not exceed $500,000 individually and $1,000,000 in the aggregate and do not involve any admission of wrongdoing or equitable relief;

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    (i) increase the compensation or benefits payable or to become payable to any of its directors, officers, employees or individual independent contractors, (ii) grant to any of its directors, officers, employees or individual independent contractors any increase in severance or termination pay, (iii) pay or award, or commit to pay or award, any bonuses or incentive compensation, (iv) enter into any employment, severance or retention agreement (excluding offer letters that provide for no severance or change in control benefits) with any of its directors, officers, employees or individual independent contractors, (v) establish, adopt, enter into, amend or terminate any collective bargaining agreement or benefit plan, (vi) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any of its directors, officers, employees or individual independent contractors, (vii) terminate the employment of any employee or individual independent contractor whose total annual cash compensation exceeds $150,000, other than for poor performance or for "cause," or (viii) hire any employee or individual independent contractor whose total annual cash compensation exceeds $150,000;

    (i) abandon, cancel, fail to renew, permit to lapse or fail to defend any challenge to any of its material registered intellectual property or (ii) sell, transfer, license or otherwise encumber any of its material intellectual property (or permit any subsidiary to take any of the foregoing actions), other than non-exclusive licenses entered into in the ordinary course of business;

    change or revoke any material tax election, change any tax accounting period or material tax accounting method, file any material amended tax return, enter into any closing agreement relating to material taxes, request any material tax ruling, settle or compromise any material tax claim, liability or refund, extend the statutory period of limitations with respect to the assessment or collection of any material tax, or surrender any claim for a material refund of taxes; or

    agree or permit any subsidiary to agree to take any of the actions described in any of the foregoing bullet points.

        In addition, Angie's List has agreed to use its reasonable best efforts to make marketing expenditures in the remaining months of the 2017 calendar year in specified aggregate amounts, with determinations regarding the allocation of such amounts among various marketing programs to be made by Angie's List in its reasonable discretion.

        From the date of the Merger Agreement until the Closing (or, if earlier, the termination of the Merger Agreement in accordance with its terms), IAC has agreed, on behalf of itself and its subsidiaries, that IAC will not take any of the following actions (except (i) with the prior written consent of Angie's List, not to be unreasonably withheld, conditioned or delayed, (ii) as may be expressly contemplated or required by the Merger Agreement, (iii) as set forth in specified confidential disclosure schedules delivered to Angie's List, (iv) as permitted by specified exceptions set forth in the Merger Agreement or (v) pursuant to the restructuring or reorganization of the assets and liabilities comprising the HomeAdvisor Business in accordance with the Contribution Agreement):

    amend or restate (or permit the amendment or restatement of) the organizational documents of ANGI Homeservices or any of the HomeAdvisor Entities in any manner that would reasonably be expected to (i) prevent, materially delay or materially impair the ability of IAC, ANGI Homeservices or Merger Sub to consummate the Merger or (ii) otherwise be adverse to Angie's List or its stockholders after giving effect to the conversion of Angie's List common stock in exchange for the applicable Merger Consideration pursuant to the Merger Agreement;

    permit ANGI Homeservices or any of the HomeAdvisor Entities to (i) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (ii) repurchase, redeem or otherwise acquire any shares of capital stock of or other ownership interest in the HomeAdvisor Entities or any securities convertible into or exchangeable for any such shares or ownership interest;

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    adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization with respect to the HomeAdvisor Business, or permit ANGI Homeservices or any of the HomeAdvisor Entities to do any of the foregoing;

    make any acquisition of any other person or business or make any loan, advance or capital contribution to, or investment in, any other person or entity, which acquisition, loan, advance, capital contribution or investment would reasonably be expected to materially delay or impede the consummation of the Merger (or permit any subsidiary to take any of the foregoing actions);

    sell, lease, license, transfer, exchange, swap or otherwise dispose of or encumber any properties or assets of the HomeAdvisor Business with a value in excess of $5 million in the aggregate (or permit any subsidiary to take any of the foregoing actions);

    issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of the capital stock or other ownership interest in any of the HomeAdvisor Entities or any securities convertible into or exchangeable for any such shares or ownership interest, any rights, warrants or options to acquire any such shares of capital stock, ownership interest or convertible or exchangeable securities or any equity award of a HomeAdvisor Entity (or permit any subsidiary to take any of the foregoing actions);

    permit the HomeAdvisor Business or any HomeAdvisor Entity to incur, assume, guarantee or otherwise become liable for any indebtedness for borrowed money or any guarantee of such indebtedness;

    enter into (or permit any subsidiary that is not a HomeAdvisor Entity to enter into) any contract with any HomeAdvisor Entity that would be a contract with an affiliate under specified SEC rules and that will not be terminated prior to or at the Closing;

    solely with respect to separate tax returns of ANGI Homeservices, Merger Sub or any of the HomeAdvisor Entities, or tax returns of any consolidated, combined or unitary group which consists solely of the foregoing entities, change or revoke any material income tax election, change any tax accounting period or material tax accounting method, file any material amended tax return, enter into any closing agreement relating to material taxes, request any material tax ruling, settle or compromise any material tax liability or refund, extend the statutory period of limitations with respect to the assessment or collection of any material tax, or surrender any claim for a material refund of taxes (or permit any subsidiary to take any of the foregoing actions);

    abandon, cancel, fail to renew, permit to lapse or fail to defend any challenge to any material registered intellectual property of the HomeAdvisor Business (or permit any subsidiary to take any of the foregoing actions); or

    agree or permit any subsidiary to agree to take any of the actions described in any of the foregoing bullet points.

No Solicitation by Angie's List of Alternative Takeover Proposals

        Restrictions on Soliciting Alternative Takeover Proposals and Related Requirements.     Except as expressly permitted by the Merger Agreement, Angie's List has agreed that it will, and will cause each of its affiliates and each of its and their respective officers, directors, employees, agents, financial advisors, investment bankers, attorneys, accountants and other representatives (collectively referred to as "representatives"):

    to immediately cease and cause to be terminated any solicitation, knowing encouragement, discussions or negotiations with any person that may have been ongoing at the time the Merger Agreement was signed with respect to any Company Takeover Proposal (as defined below);

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    to promptly instruct or otherwise request any person that executed a confidentiality agreement with Angie's List from May 1, 2016 to May 1, 2017 in connection with any actual or potential Company Takeover Proposal to return or destroy all such confidential information or documents previously furnished in connection therewith or material incorporating any such information in the possession of such person or its representatives;

    to terminate access by all persons (other than IAC and its representatives) to any physical or electronic data rooms relating to a possible Company Takeover Proposal; and

    from and after May 1, 2017 until the Closing (or, if earlier, the termination of the Merger Agreement in accordance its terms), not to, directly or indirectly, do any of the following:

    solicit, initiate or knowingly facilitate or knowingly encourage (including by furnishing confidential information) any inquiries regarding, or the making, submission or announcement by any person of any proposal or offer that constitutes, or would reasonably be expected to lead to, a Company Takeover Proposal;

    engage in, continue or otherwise participate in any discussions or negotiations regarding a Company Takeover Proposal, or furnish to any other person (other than IAC and its representatives) any information relating to Angie's List or any of its subsidiaries, or afford access to the business, properties, assets, books or records of Angie's List or any of its subsidiaries to any person (other than IAC and its representatives), in each case in connection with or for the purpose of encouraging or facilitating a Company Takeover Proposal (other than to refer the inquiring person to the non-solicitation provisions of the Merger Agreement);

    approve, endorse or recommend any Company Takeover Proposal or approve, endorse, recommend or enter into, or propose to approve, endorse, recommend or enter into, any letter of intent or similar document, agreement, commitment or agreement in principle providing for a Company Takeover Proposal; or

    resolve, propose or agree to do any of the foregoing.

        Definition of Company Takeover Proposal.     For purposes of the Merger Agreement, a "Company Takeover Proposal" means (i) any inquiry, proposal or offer for or with respect to (or expression by any person that it is considering or may engage in) a merger, consolidation, business combination, recapitalization, binding share exchange, liquidation, dissolution, joint venture or other similar transaction involving Angie's List or any of its subsidiaries whose assets, taken together, constitute 15% or more of Angie's List's consolidated assets, (ii) any inquiry, proposal or offer (including a tender or exchange offer) to acquire in any manner, directly or indirectly, in one or more transactions, more than 15% of the outstanding common stock of Angie's List or securities of Angie's List representing more than 15% of the voting power of Angie's List or (iii) any inquiry, proposal or offer to acquire in any manner (including the acquisition of stock in any subsidiary of Angie's List), directly or indirectly, in one or more transactions, assets or businesses of Angie's List or its subsidiaries, including pursuant to a joint venture, representing more than 15% of the consolidated assets, revenues or net income of Angie's List, in each of the foregoing cases, excluding the Merger.

        Additional Restrictions.     Additionally, except as specifically permitted by the Merger Agreement, Angie's List is prohibited from taking any action to exempt any person from the restrictions on "business combinations" contained in Section 203 of the DGCL or the certificate of incorporation or bylaws of Angie's List, or otherwise causing such restrictions not to apply. Unless the Angie's List board of directors determines in good faith, after consultation with its outside legal counsel, that any such action or forbearance would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, Angie's List and its subsidiaries are prohibited from releasing any third party from, or waiving, amending or modifying any provision of, or granting permission under any (i) standstill

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provision in any agreement to which Angie's List or any of its subsidiaries is a party or (ii) confidentiality provision in any agreement to which Angie's List or any of its subsidiaries is a party (excluding any waiver, amendment, modification or permission under a confidentiality provision that does not, and would not reasonably be likely to, facilitate or encourage a Company Takeover Proposal).

        Exception for Superior Proposals.     However, notwithstanding the restrictions described above, if at any time from and after May 1, 2017 and prior to the adoption of the Merger Agreement by Angie's List stockholders (but not after), (i) Angie's List receives a bona fide, unsolicited written Company Takeover Proposal from any person that did not result from, directly or indirectly, a breach of the non-solicitation provisions of the Merger Agreement and (ii) the Angie's List board of directors determines in good faith, after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a Superior Proposal (as defined below) and, after consultation with its outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, then Angie's List may:

    furnish, pursuant to a customary confidentiality agreement with provisions no less favorable in the aggregate to Angie's List than those applicable to IAC in its confidentiality agreement with Angie's List, information (including nonpublic information) with respect to Angie's List and its subsidiaries, and afford access to the business, properties, assets, employees, officers, contracts, books and records of Angie's List and its subsidiaries, to the person that made such Company Takeover Proposal and its representatives (so long as Angie's List provides to IAC any nonpublic information concerning Angie's List or any of its subsidiaries that is provided or made available to such person or its representatives substantially concurrently with its delivery to such person); and

    engage in or otherwise participate in discussions or negotiations with the person making such Company Takeover Proposal (including making counterproposals) and its representatives regarding such Company Takeover Proposal.

        Definition of Superior Proposal.     For purposes of the Merger Agreement, a "Superior Proposal" means a bona fide, unsolicited written Company Takeover Proposal (i) that if consummated would result in a third party (or in the case of a direct merger between such third party and Angie's List, the shareholders of such third party) acquiring, directly or indirectly, more than 50% of the outstanding Angie's List common stock or more than 50% of the assets of Angie's List and its subsidiaries, taken as a whole, (ii) that the Angie's List board of directors determines in good faith, after consultation with its outside financial advisors and outside legal counsel, is reasonably capable of being completed, taking into account all financial, legal, regulatory, timing and other aspects of such proposal, including all conditions contained therein and the person making such Company Takeover Proposal and (iii) that the Angie's List board of directors determines in good faith, after consultation with its outside financial advisors and outside legal counsel (taking into account any changes to the Merger Agreement proposed by IAC in response to such Company Takeover Proposal, and all financial, legal, regulatory, timing and other aspects of such Company Takeover Proposal, including all conditions contained therein and the person making such proposal, and the Merger Agreement), is more favorable to the stockholders of Angie's List from a financial point of view than the transactions contemplated by the Merger Agreement and the Ancillary Agreements.

        Notice Requirements.     Angie's List must promptly (and in any event within 24 hours after receipt) notify IAC of any Company Takeover Proposal received by Angie's List or its representatives. The notice must include the identity of the person making the proposal and the material terms and conditions of the proposal. The notice must also include unredacted copies of any written proposal received and indicate whether Angie's List has furnished nonpublic information to, or entered into discussions or negotiations with, such third party. Angie's List must keep IAC reasonably informed on a

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reasonably current basis as to the status of (including changes to any material terms of, and any other material developments with respect to) any such Company Takeover Proposal.

Change in the Angie's List Board Recommendation

        Restrictions on Changes to the Angie's List Board Recommendation.     As further described in the sections entitled "The Transactions—Joint Reasons of Angie's List and IAC for the Transactions" and "—Angie's List's Reasons for the Transactions; Recommendation of the Angie's List Board of Directors," and subject to the provisions described below, the Angie's List board of directors recommends that Angie's List stockholders vote " FOR " the proposal to adopt the Merger Agreement, which recommendation is referred to in this section as the "Angie's List board recommendation."

        Under the terms of the Merger Agreement, Angie's List has agreed that its board of directors will not:

    fail to include the Angie's List board recommendation in this proxy statement/prospectus;

    change, qualify, withhold, withdraw or modify, or authorize or publicly propose to change, qualify, withhold, withdraw or modify, in a manner adverse to IAC, the Angie's List board recommendation;

    make, or publicly propose to make, any recommendation in connection with a tender offer or exchange offer (other than a recommendation against such offer or a customary "stop, look and listen" communication of the type contemplated by Rule 14d-9(f) under the Exchange Act);

    fail to recommend against any Company Takeover Proposal or fail to reaffirm the Angie's List board recommendation within five business days after a request by IAC to do so, subject to certain exceptions and limitations; or

    resolve, agree or publicly propose to take any of the foregoing actions.

        Any action described in the foregoing five bullet points is referred to in this section as an "adverse recommendation change."

        In addition, the Angie's List board of directors may not authorize, approve or recommend or cause or permit Angie's List or any of its subsidiaries to enter into any letter of intent, agreement, commitment or agreement in principle providing for any Company Takeover Proposal (other than an acceptable confidentiality agreement as described above under "—No Solicitation by Angie's List of Alternative Takeover Proposals").

        Exception for Superior Proposals.     However, notwithstanding the restrictions on changes to the Angie's List board recommendation described above, at any time prior to the adoption of the Merger Agreement by Angie's List stockholders, the Angie's List board of directors may make an adverse recommendation change with respect to a Superior Proposal and/or cause Angie's List to terminate the Merger Agreement (which will require concurrent payment of the termination fee to IAC as described below) in order to enter into a definitive agreement providing for the consummation of the transaction contemplated by such Superior Proposal, in either case if:

    Angie's List is not in breach of the non-solicitation provisions set forth in the Merger Agreement; and

    after receiving a bona fide, unsolicited written Company Takeover Proposal that did not result from, directly or indirectly, a breach of the non-solicitation provisions set forth in the Merger Agreement, the Angie's List board of directors has determined in good faith:

    after consultation with its outside financial advisors and outside legal counsel, that such Company Takeover Proposal constitutes a Superior Proposal; and

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      after consultation with its outside legal counsel, in light of such Company Takeover Proposal, that the failure to make such an adverse recommendation change or terminate the Merger Agreement would be reasonably likely to be inconsistent with the Angie's List board of directors' fiduciary duties under applicable law.

        Prior to making any adverse recommendation change or terminating the Merger Agreement as described in the preceding paragraph, Angie's List must comply with the following procedures:

    Angie's List must give IAC at least three business days' prior written notice of its intention to make such an adverse recommendation change (and the notice must specify the material terms and conditions of any such Superior Proposal) and must contemporaneously provide IAC with a copy of the Superior Proposal and a copy of any written proposed transaction documents relating to such Superior Proposal (including any financing commitments related thereto);

    Angie's List must negotiate in good faith with IAC during such notice period, to the extent IAC wishes to negotiate in good faith, to enable IAC to propose revisions to the terms of the Merger Agreement such that it would cause such Superior Proposal to no longer constitute a Superior Proposal;

    following the end of such notice period, the Angie's List board of directors must have considered in good faith any revisions to the terms of the Merger Agreement proposed in writing by IAC, and must have determined, after consultation with its outside financial advisors and outside legal counsel, that the Superior Proposal continues to constitute a Superior Proposal even if the revisions proposed by IAC were to be given effect; and

    in the event of any change to any material terms of such Superior Proposal, Angie's List must have delivered to IAC an additional notice consistent with that described in the first bullet point of this paragraph and a new notice period of two business days (rather than three business days) will then commence, during which time Angie's List must comply with the requirements of the preceding three bullet points anew.

        Exception for Intervening Events.     Additionally, notwithstanding the restrictions on changes to the Angie's List board recommendation described above, the Angie's List board of directors may make an adverse recommendation change in response to an Intervening Event (as defined below) if the Angie's List board of directors has determined in good faith, after consultation with its outside legal counsel, that its failure to make an adverse recommendation change would be inconsistent with its fiduciary duties under applicable law. Prior to making any adverse recommendation change in response to an Intervening Event, Angie's List must comply with the following procedures:

    Angie's List must give IAC at least four business days' prior written notice of its intention to take such action, and the notice must specify in reasonable detail the reasons for the adverse recommendation change;

    Angie's List must negotiate and direct its representatives to negotiate in good faith with IAC during such notice period, to the extent IAC wishes to negotiate in good faith, to enable IAC to propose revisions to the terms of the Merger Agreement such that it would not permit the Angie's List board of directors to make an adverse recommendation change under the Merger Agreement; and

    following the end of such notice period, the Angie's List board of directors must have considered in good faith any revisions to the terms of the Merger Agreement proposed by IAC, and must have determined, after consultation with its outside legal counsel, that the failure to make an adverse recommendation change in response to such Intervening Event would be inconsistent with its fiduciary duties under applicable law.

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        For purposes of the Merger Agreement, an "Intervening Event" means any material event or material development or material change in circumstances first occurring or arising after May 1, 2017 and prior to the adoption of the Merger Agreement by Angie's List stockholders, if and only if such event, development or change in circumstances was neither known by the Angie's List board of directors (or if known, the consequences of which were not known to or reasonably foreseeable by the Angie's List board of directors) as of or prior to May 1, 2017. However, none of the following may constitute an Intervening Event: (i) the receipt, existence or terms of a Company Takeover Proposal, (ii) changes in and of themselves in the market price or trading volume of Angie's List common stock or IAC common stock or (iii) the fact in and of itself that Angie's List or IAC or the HomeAdvisor Business meets or exceeds or fails to meet or exceed internal or published projections, forecasts or revenue or earnings predictions for any period (although the exceptions described in clauses (ii) and (iii) will not exclude any event, development or change in circumstance underlying any such change in market price or trading volume, or meeting or exceeding, or failure to meet or exceed such projections, forecasts or predictions).

        If the Angie's List board of directors makes an adverse recommendation change in response to an Intervening Event, Angie's List will nonetheless continue to be obligated to hold a special meeting of stockholders and submit the proposal to adopt the Merger Agreement to its stockholders.

Efforts to Close the Merger

        Under the Merger Agreement, each of Angie's List and IAC must use its reasonable best efforts to take or cause to be taken and to do or cause to be done all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Transactions, including:

    making filings and responding to inquiries under the HSR Act;

    defending any lawsuit or other proceeding challenging the Merger Agreement or the consummation of the Transactions; and

    executing and delivering any additional instruments or documents necessary to consummate the Transactions or to fully carry out and document the intent of the Merger Agreement and the other agreements contemplated thereby.

        IAC and Angie's List agreed to file their respective initial pre-merger notifications under the HSR Act no later than ten business days after the date of the Merger Agreement. IAC and Angie's List filed such notifications on May 11, 2017 and May 15, 2017, respectively. On June 14, 2017, to give additional time to the DOJ to review the transaction during its initial review period and thus expedite the DOJ's overall review of the transaction, IAC withdrew its Notification and Report Form and re-filed it on June 15, 2017. The applicable waiting period under the HSR Act was terminated early by the FTC effective as of July 13, 2017. See the section entitled "The Transactions—Regulatory Approvals."

        Without limiting the generality of the foregoing obligations, but subject to the limitations described in the following two paragraphs, under the Merger Agreement IAC must and must cause its subsidiaries to use its and their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the Transactions, including taking all such further action as may be necessary to resolve such objections, if any, as any governmental entity may assert under any antitrust or competition law with respect to the Transactions, and to avoid or eliminate each and every impediment under any such law that may be asserted by any governmental entity with respect to the Transactions so as to enable the

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Closing to occur as soon as reasonably practicable (and in any event no later than February 1, 2018), including by:

    proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of any assets or businesses of ANGI Homeservices or any of its subsidiaries (including HomeAdvisor (US) and its subsidiaries and Angie's List and its subsidiaries after the Closing); and

    otherwise taking or committing to take any actions that after the Closing would limit the freedom of ANGI Homeservices or its subsidiaries (including HomeAdvisor (US) and its subsidiaries and Angie's List and its subsidiaries after the Closing) with respect to, or their ability to retain, one or more of their businesses, product lines or assets, in each case as may be required in order to avoid the entry of, or to effect the dissolution of, any order, injunction or judgment that would otherwise have the effect of preventing the Closing or delaying the Closing beyond February 1, 2018.

        However, IAC and its subsidiaries will only become subject to, or be required to consent or agree to or otherwise take any action with respect to, any requirement, condition, understanding, agreement or order described in the preceding paragraph if it is binding only in the event that the Closing occurs. Additionally, any proposed sale, divestiture or disposition of any assets or businesses of ANGI Homeservices or any of its subsidiaries may only occur following the Contribution, and the proceeds of any such sale, divestiture or disposition will be paid to ANGI Homeservices.

        Moreover, notwithstanding the preceding two paragraphs, neither IAC nor any of its subsidiaries or affiliates will be required to offer or commit to hold separate, sell, divest or dispose of any assets or businesses of IAC or any of its subsidiaries (including ANGI Homeservices, HomeAdvisor (US) and its subsidiaries and Angie's List and its subsidiaries after the Closing) that would reasonably be expected to have a material adverse effect as measured against Angie's List.

Efforts to Hold the Special Meeting of Angie's List Stockholders to Adopt the Merger Agreement

        Subject to specified rights of Angie's List and IAC in certain circumstances to postpone or adjourn the special meeting, Angie's List has agreed to hold a meeting of its stockholders as promptly as reasonably practicable for the purpose of obtaining its stockholders' adoption of the Merger Agreement. Angie's List must use its reasonable best efforts to (i) solicit from its stockholders proxies in favor of the adoption of the Merger Agreement and (ii) take all other action necessary or advisable to secure the vote or consent of its stockholders required by the NASDAQ Rules or applicable laws to obtain such approvals.

Indemnification and Insurance for Angie's List's Directors, Officers and Employees

        Under the Merger Agreement, ANGI Homeservices and Merger Sub have agreed that all rights to exculpation, indemnification and advancement of expenses existing as of May 1, 2017 for acts or omissions occurring at or prior to the Closing in favor of the current or former directors, officers or employees of Angie's List or its subsidiaries as provided in their respective organizational documents or in any agreement will survive the Merger and continue in full force and effect.

        Additionally, for a period of six years from the Closing Date, ANGI Homeservices and Angie's List must maintain in effect (to the fullest extent permitted under applicable law) any and all exculpation, indemnification and advancement of expenses provisions of the organizational documents of Angie's List or any of its subsidiaries that were in effect immediately prior to the Effective Time or in any indemnification agreements of Angie's List or its subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and must not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or

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advancement of expenses provisions of the organizational documents of Angie's List in any manner that would adversely affect the rights of any individuals who immediately before the Effective Time were current or former directors, officers or employees of Angie's List or any of its subsidiaries.

        Moreover, Angie's List (as the surviving company in the Merger) must, and ANGI Homeservices must cause Angie's List to, to the fullest extent permitted under applicable law, indemnify and hold harmless (and advance funds in respect of each of the foregoing to) each current and former director, officer or employee of Angie's List or any of its subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of Angie's List or any of its subsidiaries, in each case against any costs or expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether commenced before or after the Closing.

        Moreover, for a period of six years from the Closing Date, ANGI Homeservices must cause to be maintained in effect the coverage provided by the policies of directors' and officers' liability insurance and fiduciary liability insurance of Angie's List and its subsidiaries in effect as of May 1, 2017, or provide substitute policies for Angie's List and its current and former directors and officers who are covered by such directors' and officers' liability insurance and fiduciary liability insurance coverage, in either case, of not less than the amounts of such existing coverage and having other terms not less favorable to the insured persons than the directors' and officers' liability insurance and fiduciary liability insurance coverage with respect to matters existing or arising on or before the Effective Time, including the Transactions. However, ANGI Homeservices will not be required to pay annual premiums in excess of 300% of the last annual premium paid by Angie's List prior to May 1, 2017 in respect of the insurance coverage required to be obtained, but in such case will be obligated to obtain a policy with the greatest coverage possible that does not exceed 300% of the last annual premium paid prior to May 1, 2017. If (i) Angie's List elects, with the prior written consent of IAC, or (ii) IAC elects, then prior to the Closing Angie's List or IAC, as applicable, may (at the cost of ANGI Homeservices) purchase a "tail policy" with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such indemnified parties in their capacity as such (and if such a "tail policy" is purchased, ANGI Homeservices will have none of the other obligations described in this paragraph).

Other Covenants and Agreements

        The Merger Agreement contains certain other covenants and agreements, including those relating to the following:

    cooperation between Angie's List and IAC in the preparation of this proxy statement/prospectus;

    confidentiality and access by IAC and Angie's List to the representatives of and specified information about the other party during the period prior to the Closing;

    cooperation between Angie's List and IAC in connection with public announcements relating to the Transactions;

    certain Angie's List employee matters;

    exemptions from the application of Section 16(b) of the Exchange Act;

    participation by IAC in the defense or settlement of any stockholder litigation against Angie's List relating to the Transactions;

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    actions to be taken or not to be taken for the Merger (or the Merger and a subsequent forward merger described in the Merger Agreement, taken together) to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code (the "Code"), or for the Merger, when combined with the Contribution and the IAC Share Issuance, to qualify as an exchange described in Section 351(a) of the Code;

    the listing on NASDAQ of the Class A shares of ANGI Homeservices to be issued in the Merger;

    the delisting of shares of Angie's List common stock from NASDAQ and deregistration of such shares under the Exchange Act following the Closing;

    Angie's List's obligation to deliver a payoff letter with respect to its credit agreement prior to the Closing;

    one or more Intercompany Notes, pursuant to which IAC or a subsidiary of IAC will provide the funds necessary at the Effective Time to repay the outstanding balance under Angie's List's existing credit agreement;

    certain notifications of IAC and Angie's List to the other party relating to the occurrence of a material adverse effect or material breach of the Merger Agreement;

    IAC's efforts to consummate the Contribution, including the IAC Share Issuance in connection with the Contribution;

    IAC's obligations to cause ANGI Homeservices and Merger Sub to perform their respective obligations under the Merger Agreement prior to the Effective Time; and

    IAC's obligation to provide Angie's List, as promptly as reasonably practicable and in no event later than August 1, 2017, certain audited and unaudited combined and consolidated financial statements of the HomeAdvisor Business.

Conditions to the Closing of the Merger

        The obligations of Angie's List, IAC, ANGI Homeservices and Merger Sub to effect the Merger are subject to the fulfillment of the following mutual conditions at or prior to the Effective Time. None of these five conditions may be waived by the parties:

    the adoption of the Merger Agreement proposal by Angie's List stockholders;

    the absence of (i) any injunction or other order having been entered by any court or other governmental entity of competent jurisdiction that continues to be in effect and (ii) any law having been adopted or become effective, in each case, prohibiting the consummation of the Merger or any of the other Transactions, including the Contribution;

    any waiting period (and any extension thereof) under the HSR Act relating to the Transactions having terminated or expired (which condition was satisfied on July 13, 2017);

    (i) the registration statement on Form S-4 of which this proxy statement/prospectus forms a part having been declared effective by the SEC, (ii) no stop order suspending the effectiveness of such Form S-4 having been issued by the SEC and (iii) no proceedings for that purpose having been initiated or threatened by the SEC; and

    the Class A shares of ANGI Homeservices to be issued in the Merger having been approved for listing on NASDAQ, subject to official notice of issuance.

        The obligation of Angie's List to effect the Merger is also subject to the fulfillment of the following additional conditions at or prior to the Effective Time. Any of the following conditions may

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be waived by Angie's List in its sole discretion, although Angie's List does not have any expectation of waiving or intention to waive any of these conditions:

    the representations and warranties of IAC, ANGI Homeservices and Merger Sub set forth in the Merger Agreement must be true and correct, subject to specified materiality qualifications set forth in the Merger Agreement, as of May 1, 2017 and as of the Closing Date (except to the extent a representation and warranty is expressly made as of a specific date, in which case such representation and warranty must be true and correct only as of such date);

    IAC, ANGI Homeservices and Merger Sub must have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by them prior to the Effective Time;

    since May 1, 2017, there must not have been any event, change, effect, development or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect (as defined above under "—Representations and Warranties; Material Adverse Effect") with respect to the HomeAdvisor Business;

    each of IAC, ANGI Homeservices and Merger Sub must have delivered to Angie's List a certificate, dated as of the Closing Date, certifying that the conditions set forth in the preceding three bullet points with respect to its representations, warranties and obligations under the Merger Agreement have been satisfied;

    Angie's List must have received a written opinion from Sidley Austin, in form and substance reasonably acceptable to Angie's List, dated as of the Closing Date, and based on the facts, representations, assumptions and exclusions set forth or referred to in such opinion, to the effect that either (i) the Merger (or the Merger and a subsequent forward merger described in the Merger Agreement, taken together) will qualify as a "reorganization" within the meaning of Section 368(a) of the Code or (ii) the Merger, when combined with the Contribution and the IAC Share Issuance, will qualify as an exchange described in Section 351(a) of the Code;

    IAC must have delivered each duly executed Ancillary Agreement to Angie's List and each such agreement must be, or must automatically be at the Effective Time, in full force and effect; and

    the Contribution (including the IAC Share Issuance) must have been completed in accordance with the Contribution Agreement.

        The obligation of IAC, ANGI Homeservices and Merger Sub to effect the Merger is also subject to the fulfillment of the following additional conditions at or prior to the Effective Time. Any of these the following conditions may be waived by IAC in its sole discretion, although IAC does not have any expectation of waiving or intention to waive any of these conditions:

    the representations and warranties of Angie's List set forth in the Merger Agreement must be true and correct, subject to specified materiality qualifications set forth in the Merger Agreement, as of May 1, 2017 and as of the Closing Date (except to the extent a representation and warranty is expressly made as of a specific date, in which case such representation and warranty must be true and correct only as of such date);

    Angie's List must have in all material respects performed all obligations and complied with all covenants required by the Merger Agreement to be performed or complied with by it prior to the Effective Time;

    since May 1, 2017, there must not have been any event, change, effect, development or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect (as defined above under "—Representations and Warranties; Material Adverse Effect") with respect to Angie's List;

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    Angie's List must have delivered to IAC a certificate, dated as of the Closing Date, certifying that the conditions set forth in the preceding three bullet points have been satisfied; and

    IAC must have received a written opinion from Wachtell Lipton, in form and substance reasonably acceptable to IAC, dated as of the Closing Date, and based on the facts, representations, assumptions and exclusions set forth or referred to in such opinion, to the effect that the Contribution and the IAC Share Issuance, taken together, will qualify as an exchange as described in Section 351(a) of the Code.

        Neither IAC nor Angie's List can be certain when or if the conditions to the Merger described above will be satisfied (or waived), or that the Merger will be completed in a timely manner or at all. For further details regarding the risks associated with the Merger, see the section entitled "Risk Factors."

Termination of the Merger Agreement

        Angie's List and IAC may mutually agree to terminate the Merger Agreement at any time prior to the completion of the Merger (including after the adoption of the Merger Agreement by Angie's List stockholders).

        In addition, either IAC or Angie's List may terminate the Merger Agreement if:

    the Merger is not consummated on or prior to February 1, 2018 (provided that this right to terminate will not be available to a party if the failure of the Closing to occur by such date was due to a material breach of the Merger Agreement by such party);

    an injunction or other order is entered by a court or other governmental entity of competent jurisdiction permanently restraining, enjoining or otherwise prohibiting the consummation of the Merger or any of the other Transactions, and such injunction or other order has become final and nonappealable (provided that this right to terminate will not be available to a party if the injunction was primarily due to the failure of such party to perform any of its obligations under the Merger Agreement);

    the Angie's List special meeting (including any adjournments or postponements thereof) has concluded without the adoption of Merger Agreement by Angie's List stockholders; or

    the other party (as referring to IAC in this bullet point, "the other party" also includes ANGI Homeservices and Merger Sub) has breached or failed to perform any of its representations, warranties, covenants or agreements contained in the Merger Agreement, and such breach or failure to perform (i) if it occurred on or continued to occur on the Closing Date, would result in a failure of a condition to the Closing to be satisfied by such breaching party, and (ii) is incapable of being cured by February 1, 2018 or, if curable by such date, is not cured within 20 business days of receipt of written notice from the other party (provided that this right to terminate will not be available to a party if such party is then in material breach of the Merger Agreement and such breach would result in a failure of a condition to the Closing to be satisfied by such party).

        IAC may also terminate the Merger Agreement prior to the adoption of the Merger Agreement by Angie's List stockholders if the Angie's List board of directors makes an adverse recommendation change as described above under "—Change in the Angie's List Board Recommendation."

        Angie's List may also terminate the Merger Agreement prior to the adoption of the Merger Agreement by its stockholders in order to enter into a definitive agreement providing for a Superior Proposal, as described above under "—No Solicitation by Angie's List of Alternative Takeover Proposals" (but only if Angie's List enters into such definitive agreement concurrently with the termination of the Merger Agreement and pays the termination fee described below).

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Effects of Termination of the Merger Agreement; Termination Fee and Expenses

        Except as described below, each party to the Merger Agreement will pay all fees and expenses incurred by it in connection with the Merger and the other Transactions, whether or not the Merger is consummated.

        If the Merger Agreement is validly terminated, there will be no liabilities or obligations on the part of any party to the Merger Agreement except for (i) any liabilities arising out of the confidentiality agreement between Angie's List and IAC, (ii) the termination fee described below and (iii) liabilities arising out of or the result of fraud or any willful and material breach of the Merger Agreement occurring prior to its termination, in which case the aggrieved party will not be limited to expense reimbursement or the termination fee described below and will be entitled to all rights and remedies available at law or in equity. The provisions of the Merger Agreement relating to the effects of termination, fees and expenses, termination payments, governing law, jurisdiction, specific enforcement, waiver of jury trial and nonsurvival of representations and warranties, as well as the confidentiality agreement entered into between Angie's List and IAC, will continue in effect notwithstanding any termination of the Merger Agreement.

        Angie's List will be obligated to pay IAC a termination fee of $20 million in any of the following circumstances:

    if Angie's List terminates the Merger Agreement prior to the adoption of the Merger Agreement by its stockholders in order to enter into a definitive agreement providing for a Superior Proposal;

    if IAC terminates the Merger Agreement prior to the adoption of the Merger Agreement by Angie's List stockholders because the Angie's List board of directors makes an adverse recommendation change; or

    if a Company Takeover Proposal (as defined above under "—No Solicitation by Angie's List of Alternative Takeover Proposals," except that all references to "15%" in that definition will be deemed references to "50%" for purposes of this termination fee trigger) has been made or communicated to the Angie's List board of directors or has been publicly announced or become publicly known and:

    such Company Takeover Proposal has not been publicly withdrawn at least five business days prior to the Angie's List special meeting, and the Merger Agreement is later terminated because the Angie's List special meeting concludes without the adoption of Merger Agreement proposal by Angie's List stockholders; or

    such Company Takeover Proposal has not been withdrawn prior to the termination of the Merger Agreement due to (i) the Merger having not been consummated by February 1, 2018 or (ii) Angie's List having breached or failed to perform under the Merger Agreement in a manner that causes the closing condition relating to the performance by Angie's List of its obligations under the Merger Agreement in all material respects not to be satisfied; and

    in either of the cases described in the preceding two bullet points, within nine months of such termination, Angie's List or any of its subsidiaries enters into a definitive agreement with a third party with respect to, or consummates a transaction that is, a Company Takeover Proposal with a third party (or a third party otherwise consummates a transaction that is a Company Takeover Proposal).

        In no event will IAC be entitled to more than one payment of the termination fee. If Angie's List fails to pay the termination fee if and when it becomes due under the Merger Agreement in a timely manner and, in order to obtain such payment, IAC commences a suit that results in an award against Angie's List for such amount, then Angie's List must reimburse IAC for all costs and expenses

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(including reasonable fees of counsel) incurred in such suit and pay interest on such amount from and including the date payment of such amount was due to but excluding the date of actual payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was required to be made.

Governing Law; Exclusive Jurisdiction

        The Merger Agreement and all claims, disputes or causes of action that may be based upon, arise out of or relate to the Merger Agreement or the negotiation, execution or performance of the Merger Agreement will be governed by and construed in accordance with the laws of Delaware, without giving effect to any choice or conflict of law provision or any rule that would cause the application of the laws of any jurisdiction other than Delaware.

        In addition, each of the parties to the Merger Agreement has irrevocably agreed that any legal action or proceeding with respect to the Merger Agreement and the rights and obligations arising thereunder, or for recognition and enforcement of any judgment in respect of the Merger Agreement and the rights and obligations arising thereunder brought by any other party thereto, must be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within Delaware).

Specific Performance

        In addition to any other remedy under applicable law that may be available to such party to the Merger Agreement, including monetary damages, each of the parties will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically its terms and provisions.

Amendments and Waivers

        Subject to the procedures set forth in the Merger Agreement, any provision of the Merger Agreement may be amended by the parties to the Merger Agreement or waived by the party entitled to the benefit of such provision at any time prior to the Effective Time. However, after the adoption of the Merger Agreement by Angie's List stockholders there may not be, without further approval of Angie's List stockholders, any amendment or waiver of any provision of the Merger Agreement for which applicable law or applicable NASDAQ Rules require further approval by Angie's List stockholders.

        The Merger Agreement was amended by the parties on August 26, 2017 to implement certain ministerial changes to certain timing mechanics related to the Closing. These amendments are reflected in the Merger Agreement attached as Annex B to this proxy statement/prospectus and such amendment (referred to as Amendment No. 1 to the Agreement and Plan of Merger) is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part and is incorporated herein by reference.

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ANCILLARY AGREEMENTS

         The following section summarizes certain material provisions of the Ancillary Agreements. Each such summary is qualified in its entirety by the full text of the applicable Ancillary Agreement, the form of each of which is included as an exhibit to the registration statement of which this proxy statement/prospectus forms a part and incorporated herein by reference. These summaries do not purport to be complete and may not contain all of the information about the Ancillary Agreements that is important to you. The following summaries and the forms of the Ancillary Agreements incorporated herein by reference should not be read alone, but should instead be read in conjunction with the other information regarding Angie's List, IAC, ANGI Homeservices, their respective subsidiaries and affiliates, and the Transactions that is contained in (including the information incorporated by reference into) this proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

Contribution Agreement

        At or prior to the Closing, ANGI Homeservices and IAC will enter into the Contribution Agreement, the form of which is an exhibit to the Merger Agreement. The Contribution Agreement will set forth the agreements between IAC and ANGI Homeservices regarding the principal transactions necessary for IAC to separate the HomeAdvisor Business from IAC's other businesses and cause the HomeAdvisor Business, including its assets and liabilities and the HomeAdvisor Entities, to be transferred to ANGI Homeservices prior to the Effective Time. Under the Merger Agreement and the Contribution Agreement, ANGI Homeservices will issue to IAC a certain number of Class B shares of ANGI Homeservices in exchange for the contribution of the HomeAdvisor Business and cash in an amount equal to the aggregate Cash Consideration payable in the Merger. The contribution of the HomeAdvisor Business and cash to ANGI Homeservices pursuant to the Contribution Agreement is referred to in this proxy statement/prospectus as the "Contribution." For further details regarding the determination of the number of Class B shares to be issued in exchange for the Contribution, see the section entitled "The Merger Agreement—Determination of the Number of Class B Shares of ANGI Homeservices to Be Issued to IAC." The Contribution Agreement will also govern certain aspects of ANGI Homeservices' relationship with IAC after the completion of the Transactions.

        In the Contribution Agreement, ANGI Homeservices will agree to indemnify, defend and hold harmless IAC and its subsidiaries and their respective current and former directors, officers and employees, from and against any losses arising out of:

    the operation or conduct of the HomeAdvisor Business, or the assets and liabilities of the HomeAdvisor Business, including any failure by ANGI Homeservices to assume and perform any of the liabilities allocated to ANGI Homeservices in the Contribution Agreement;

    any breach by ANGI Homeservices of the Contribution Agreement, the Merger Agreement or the other Ancillary Agreements;

    any obligation relating to certain guarantees provided by IAC entities;

    any use by ANGI Homeservices or its subsidiaries of the intellectual property owned by, or licensed to, IAC or its subsidiaries (other than ANGI Homeservices and its subsidiaries); and

    untrue statements and information contained in filings by ANGI Homeservices with the SEC, including this proxy statement/prospectus, and information provided by ANGI Homeservices to IAC for inclusion in filings by IAC with the SEC.

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        IAC will agree to indemnify, defend and hold harmless ANGI Homeservices and its affiliates and their respective current and former directors, officers and employees, from and against losses arising out of:

    the operation or conduct of the businesses and liabilities retained by IAC, including any failure by IAC to assume and perform any of the liabilities allocated to IAC in the Contribution Agreement;

    any breach by IAC of the Contribution Agreement or the other Ancillary Agreements;

    any obligation relating to certain guarantees provided by a HomeAdvisor Entity;

    any failure of IAC or its subsidiaries (other than ANGI Homeservices and its subsidiaries) to comply with any applicable bulk sales law;

    any use by IAC or its subsidiaries (other than ANGI Homeservices and its subsidiaries) of the intellectual property owned by, or licensed to, ANGI Homeservices or its subsidiaries; and

    untrue statements and information provided by IAC for inclusion in filings by ANGI Homeservices with the SEC, including this proxy statement/prospectus.

        ANGI Homeservices and IAC will also agree to release the other party, the other party's subsidiaries and their respective affiliates, successors, assigns, stockholders, directors, officers, agents and employees from all claims and other actions, of any nature, relating to claims, transactions or occurrences occurring prior to the completion of the Transactions, including in connection with the Transactions.

        In addition, the Contribution Agreement sets forth a dispute resolution mechanism and will also govern other matters related to the provision and retention of records, access to information and property, confidentiality, cooperation in the preparation of ANGI Homeservices' financial statements, licensing of certain intellectual property and cooperation with respect to governmental filings and third-party consents necessary to complete the transactions contemplated by the Contribution Agreement.

Investor Rights Agreement

        At or prior to the Closing, ANGI Homeservices and IAC will enter into the Investor Rights Agreement, the form of which is an exhibit to the Merger Agreement. The Investor Rights Agreement will set forth certain registration, preemptive and governance rights of IAC with respect to ANGI Homeservices, as well as certain governance rights for the benefit of ANGI Homeservices stockholders other than IAC, in each case following the Closing.

        Registration Rights.     IAC will be entitled to request registrations of its shares of ANGI Homeservices common stock under the Securities Act, including registration of shares to be distributed by means of an underwriting, subject to certain limitations. If ANGI Homeservices at any time intends to file on its behalf or on behalf of any of its other securityholders a registration statement in connection with a public offering of any of its securities on a form and in a manner that would permit the registration for offer and sale of ANGI Homeservices common stock held by IAC, IAC will have the right to include its shares of ANGI Homeservices common stock in that offering. After the Effective Time, ANGI Homeservices will be required to use its reasonable best efforts to qualify to register the sale of ANGI Homeservices securities on Form S-3 and, after ANGI Homeservices is so qualified, IAC may request that ANGI Homeservices facilitate the registration of IAC's ANGI Homeservices shares under the Securities Act on Form S-3, subject to certain limitations. After the Form S-3 becomes effective and as long as it remains effective, IAC will be permitted to effect an unlimited number of non-underwritten offerings or shelf take-downs (which may be underwritten offerings) using Form S-3 without notice to or inclusion of any other securities held by ANGI Homeservices or any other persons or entities.

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        In connection with a distribution of all or any portion of the shares of ANGI Homeservices common stock held by IAC to IAC's stockholders, IAC will be entitled to registration rights with respect to such shares with any applicable federal or state governmental authority, and ANGI Homeservices will be obligated to register such shares as requested by IAC and to list any Class A Shares required to be delivered upon any conversion, exchange or transfer of such shares on each national securities exchange on which the ANGI Homeservices Class A common stock is listed at the time of such distribution.

        ANGI Homeservices will generally be responsible for the registration expenses in connection with the performance of its obligations under the registration rights provisions in the Investor Rights Agreement, with the exception of underwriting discounts, commissions and transfer taxes, which will be borne by IAC with respect to any shares held by IAC that are registered and sold.

        The Investor Rights Agreement will contain indemnification and contribution provisions by ANGI Homeservices for the benefit of IAC and its affiliates and representatives and by IAC for the benefit of ANGI Homeservices and its affiliates and representatives, in each case, with respect to written information furnished to and stated by the other party to be specifically included in any registration statement, prospectus or related document or any violation by the other party of the Securities Act or any similar federal or state securities law, rule or regulation in connection with the registration of any securities under the Investor Rights Agreement. Except in the case of intentional misrepresentation by IAC or by its affiliates or representatives, IAC's indemnification obligations under the Investor Rights Agreement are capped at the net proceeds that IAC receives from the sale of securities that give rise to the applicable indemnification obligations.

        Anti-Dilution Rights.     If, after the Effective Time, ANGI Homeservices issues or proposes to issue any shares of capital stock (with certain limited exceptions), including shares issued upon the exercise, conversion or exchange of options, warrants and convertible securities, IAC will generally have a purchase right that permits it to purchase for cash at a price per share equal to the issue price, as defined in the Investor Rights Agreement, the following:

    with respect to an issuance of voting stock of ANGI Homeservices, up to a number of shares of the class of ANGI Homeservices voting stock issued in the issuance and one or more other classes of voting stock of ANGI Homeservices then authorized as is necessary for IAC to maintain a voting interest and equity interest in ANGI Homeservices equal to IAC's voting interest and equity interest immediately prior to such issuance or proposed issuance (and if such maintenance is not possible, IAC has the ability to determine the mix of then authorized shares it will receive in its sole discretion, provided that the issuance may not result in IAC exceeding its pre-issuance equity interest or voting interest); or

    with respect to an issuance of non-voting stock of ANGI Homeservices, up to a number of shares of such class or classes of non-voting stock of ANGI Homeservices that would enable IAC to maintain the same equity interest in ANGI Homeservices as it had immediately prior to such issuance or proposed issuance and at least 80.1% ownership of the issued and outstanding shares of each class of ANGI Homeservices non-voting stock.

        Board Matters.     At the Effective Time, the board of directors of ANGI Homeservices will consist of ten directors, with six directors designated by IAC, two directors designated by IAC who qualify as "independent" pursuant to NASDAQ Rules and the Exchange Act, and two ANGI-Designated Directors, which refer to the directors selected by Angie's List from the Angie's List board of directors, who will be Angie R. Hicks Bowman and Thomas R. Evans, if they continue to be willing and able to serve. IAC will retain the right to nominate a certain number of ANGI Homeservices directors corresponding to its degree of equity and voting interest in ANGI Homeservices until such time as its equity and voting interest are both less than 10%, and to appoint replacements of its designated directors should such individuals become unable or unwilling to serve.

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        Until and excluding the ANGI Homeservices annual meeting of stockholders to be held in 2020, the two ANGI-Designated Directors, including any successor(s) to the initial ANGI-Designated Directors, will, if able and willing, continue to serve on the board of directors of ANGI Homeservices. IAC will agree to vote its shares of ANGI Homeservices common stock in favor of the ANGI-Designated Directors at any meeting at which any of them stand for election and will further agree not to vote to remove any ANGI-Designated Director, other than for cause. If, prior to the annual meeting of ANGI Homeservices stockholders in 2020, any ANGI-Designated Director becomes unwilling or unable to serve, the ANGI Homeservices board of directors will select a replacement. Any individual selected as a replacement must be (i) "independent" pursuant to NASDAQ Rules and the Exchange Act, if the director to be replaced was also "independent," (ii) qualified to serve as an "independent" director of IAC (were such individual to be appointed) and (iii) acceptable to the remaining ANGI-Designated Director then serving on the ANGI Homeservices board of directors. Until the annual meeting of ANGI Homeservices stockholders to be held in 2020, either Ms. Hicks Bowman or Mr. Evans (or her or his replacement, if applicable), may serve on the ANGI Homeservices audit committee if such individual qualifies as "independent" pursuant to NASDAQ Rules and the Exchange Act.

        Other Protective Provisions.     The Investor Rights Agreement contains the following agreements for the benefit of ANGI Homeservices stockholders (other than IAC) until and excluding the annual meeting of ANGI Homeservices stockholders to be held in 2020:

    IAC will not effect any squeeze out transaction under Section 253 of the DGCL without obtaining the prior approval of a committee of independent ANGI Homeservices directors, at least 50% of which must be the ANGI-Designated Directors, if such persons are independent.

    IAC will agree not to vote in favor of any amendments to the certificate of incorporation or bylaws of ANGI Homeservices that would be inconsistent with certain provisions of the Investor Rights Agreement other than as may be approved by the audit committee of the ANGI Homeservices board of directors or by the majority of the holders of ANGI Homeservices Class A common stock, as applicable.

    If IAC desires to sell or transfer 20% or more of its equity interest in ANGI Homeservices to an affiliate or an unaffiliated third party or IAC determines to distribute its equity interest in ANGI Homeservices to IAC stockholders and such distribution would result in a person holding a 20% or greater interest in ANGI Homeservices, IAC agrees that as a condition to such sale, transfer or distribution such affiliate or third party will agree to assume IAC's obligations under the Investor Rights Agreement (unless such transaction would result in the affiliate or third party owning 100% of the outstanding capital stock of ANGI Homeservices).

    Certain provisions of the Investor Rights Agreement may not be amended or waived without the prior consent of a majority of the holders of ANGI Homeservices Class A common stock.

Employee Matters Agreement

        At or prior to the Closing, ANGI Homeservices and IAC will enter into the Employee Matters Agreement, the form of which is an exhibit to the Merger Agreement. The Employee Matters Agreement will address certain compensation and benefits issues following the Closing. Under the Employee Matters Agreement:

    IAC will assume or retain: (i) all liabilities with respect to IAC employees, former IAC employees, and their respective dependents and beneficiaries under all IAC employee benefit plans, and (ii) all liabilities with respect to the employment or termination of employment of all IAC employees and former IAC employees (other than the employees and former employees of the HomeAdvisor Business or Angie's List); and

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    ANGI Homeservices will assume or retain: (i) all liabilities under Angie's List and HomeAdvisor employee benefit plans, and (ii) all liabilities with respect to the employment or termination of employment of employees and former employees of Angie's List or the HomeAdvisor Business.

        Following the Closing, ANGI Homeservices will participate in IAC's U.S. health and welfare plans, 401(k) plan, and flexible benefits plan and will reimburse IAC for the costs of such participation. In the event that IAC no longer retains shares representing at least 80% of the aggregate voting power of shares entitled to vote in the election of the ANGI Homeservices board of directors, including in the event of a future spin-off of IAC's interest in ANGI Homeservices to IAC stockholders, the Employee Matters Agreement provides that ANGI Homeservices will cease to participate in IAC's employee benefit plans and will establish its own employee benefit plans that will be substantially similar to the plans sponsored by IAC prior to the spin-off.

        Pursuant to the Employee Matters Agreement, outstanding HomeAdvisor stock appreciation rights will be converted into stock appreciation rights in respect of Class A shares of ANGI Homeservices in connection with the Contribution. The number of shares subject to the award and the exercise price of the award will be adjusted to preserve the aggregate intrinsic value of the original HomeAdvisor award, as measured immediately before and immediately after the Contribution, subject to rounding.

        The Employee Matters Agreement also will provide that ANGI Homeservices will reimburse IAC for the cost of any IAC equity awards held by ANGI Homeservices employees and former employees; IAC may elect to receive payment either in cash or in Class B shares of ANGI Homeservices. The Employee Matters Agreement will further provide that, with respect to equity awards in certain subsidiaries of ANGI Homeservices, IAC may elect to cause those awards to be settled in either shares of IAC common stock or in Class A shares of ANGI Homeservices; to the extent shares of IAC common stock are issued in settlement, ANGI Homeservices will reimburse IAC for the cost of those shares by issuing to IAC additional Class B shares of ANGI Homeservices.

        Under the Employee Matters Agreement, the compensation committee of the IAC board of directors will have the exclusive authority to determine the treatment of outstanding IAC equity awards in the event of a subsequent spin-off of IAC's retained interest in ANGI Homeservices to IAC stockholders and ANGI Homeservices will agree to assume any IAC equity awards that are converted into ANGI Homeservices equity awards in connection with any such spin-off.

Intercompany Note

        At or prior to the Closing, ANGI Homeservices and IAC or a subsidiary of IAC will enter into one or more intercompany loan agreements (collectively referred to as the "Intercompany Note"), the form of w