CHARLOTTE, N.C., Nov. 16, 2020 /PRNewswire/ -- LendingTree, Inc.
(NASDAQ: TREE) ("LendingTree" or the "Company"), a leading online
loan marketplace, today announced an underwritten public offering
(the "Public Offering") of 2,955,984 shares of common stock by
Ventures Holdco II, LLC (the "Selling Stockholder"), which is a
wholly-owned subsidiary of GCI Liberty, Inc. ("GCI Liberty").
Contemporaneously with the Public Offering, the Selling Stockholder
is also offering an additional 488,005 shares of common stock
pursuant to a private placement to be purchased by Royal Bank of
Canada (the "Concurrent Private
Placement"). The Public Offering is not contingent on the
completion of the Concurrent Private Placement, but the Concurrent
Private Placement is contingent on the completion of the Public
Offering.
After giving effect to the Public Offering and the Concurrent
Private Placement, GCI Liberty will not beneficially own any of our
shares of common stock. As a result, our "Spinco Agreement" with
GCI Liberty will terminate and GCI Liberty will no longer have the
right to designate directors for nomination to LendingTree's board
of directors. It is expected that Courtnee Chun will resign as a member of
LendingTree's board of directors effective upon completion of the
Public Offering.
LendingTree is not selling any shares of common stock in, and
will not receive any proceeds from the Public Offering or the
Concurrent Private Placement.
Goldman Sachs & Co. LLC is acting as the sole underwriter
for the Public Offering.
The issuer has filed a registration statement on Form S-3 (File
No. 333-233034) with the U.S. Securities and Exchange Commission
("SEC") for the Public Offering to which this communication relates
and which has become effective. A preliminary prospectus supplement
relating to the Public Offering will also be filed with the SEC.
Before you invest, you should read the prospectus in that
registration statement, the applicable preliminary prospectus
supplement and other documents the issuer has filed with the SEC
for more complete information about the issuer, the Selling
Stockholder and the Public Offering. You may get these documents
for free by visiting EDGAR on the SEC website at www.sec.gov. The
issuer, underwriter or any dealer participating in the Public
Offering will arrange to send you the prospectus supplement and
accompanying prospectus, when available, if you request it from;
Goldman Sachs & Co. LLC, Prospectus Department, 200 West
Street, New York, NY 10282, or by
telephone at 1 (866) 471-2526, or by emailing
Prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such
jurisdiction.
About LendingTree, Inc.
LendingTree (NASDAQ: TREE) is
the nation's leading online marketplace that connects consumers
with the choices they need to be confident in their financial
decisions. LendingTree empowers consumers to shop for financial
services the same way they would shop for airline tickets or hotel
stays, by comparing multiple offers from a nationwide network of
approximately 800 partners in one simple search and choosing the
option that best fits their financial needs. Services include
mortgage loans, mortgage refinances, auto loans, personal loans,
business loans, student refinances, credit cards, insurance and
more. Through the My LendingTree platform, consumers receive free
credit scores, credit monitoring and recommendations to improve
credit health. My LendingTree proactively compares consumers'
credit accounts against offers on our network and notifies
consumers when there is an opportunity to save money. In short,
LendingTree's purpose is to help simplify financial decisions for
life's meaningful moments through choice, education and
support.
Safe Harbor Statement Under the Private Securities Litigation
Reform Act of 1995
The matters contained in the discussion
above may be considered to be "forward-looking statements" within
the meaning of the Securities Act and the Securities Exchange Act
of 1934, as amended by the Private Securities Litigation Reform Act
of 1995, as amended. Those statements include statements regarding
the intent, belief or current expectations or anticipations of the
Company and members of its management team. Factors currently known
to management that could cause actual results to differ materially
from those in forward-looking statements include the following:
uncertainty regarding the duration and scope of the coronavirus
referred to as COVID-19 pandemic; actions governments and
businesses take in response to the pandemic, including actions that
could affect levels of advertising activity; the impact of the
pandemic and actions taken in response to the pandemic on national
and regional economies and economic activity; the pace of recovery
when the COVID-19 pandemic subsides; adverse conditions in the
primary and secondary mortgage markets and in the economy,
particularly interest rates; default rates on loans, particularly
unsecured loans; demand by investors for unsecured personal loans;
the effect of such demand on interest rates for personal loans and
consumer demand for personal loans; seasonality of results;
potential liabilities to secondary market purchasers; changes in
the Company's relationships with network lenders, including
dependence on certain key network lenders; breaches of network
security or the misappropriation or misuse of personal consumer
information; failure to provide competitive service; failure to
maintain brand recognition; ability to attract and retain consumers
in a cost-effective manner; the effects of potential acquisitions
of other businesses, including the ability to integrate them
successfully with the Company's existing operations; accounting
rules related to contingent consideration and excess tax benefits
or expenses on stock-based compensation that could materially
affect earnings in future periods; ability to develop new products
and services and enhance existing ones; competition; allegations of
failure to comply with existing or changing laws, rules or
regulations, or to obtain and maintain required licenses; failure
of network lenders or other affiliated parties to comply with
regulatory requirements; failure to maintain the integrity of
systems and infrastructure; liabilities as a result of privacy
regulations; failure to adequately protect intellectual property
rights or allegations of infringement of intellectual property
rights; and changes in management. These and additional factors to
be considered are set forth under "Risk Factors" in the Company's
Annual Report on Form 10-K for the period ended December 31, 2019, the Company's Quarterly Report
on Form 10-Q for the quarters ended March
31, 2020, June 30, 2020 and
September 30, 2020 and other filings
with the Securities and Exchange Commission. The Company undertakes
no obligation to update or revise forward-looking statements to
reflect changed assumptions, the occurrence of unanticipated events
or changes to future operating results or expectations.
Investor Relations Contact:
Trent Ziegler
trent.ziegler@lendingtree.com
704-943-8294
Media Contact:
Megan
Greuling
megan.greuling@lendingtree.com
704-943-8208
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SOURCE LendingTree, Inc.