Form 8-K - Current report
December 07 2023 - 3:43PM
Edgar (US Regulatory)
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0001434621
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2023-12-06
2023-12-06
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): December 6, 2023
LendingTree, Inc.
(Exact name of registrant as specified in charter)
Delaware |
|
001-34063 |
|
26-2414818 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.)
|
1415 Vantage Park Dr., Suite 700, Charlotte, NC |
28203 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (704) 541-5351
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.01 par value per share |
|
TREE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On December 6, 2023, LendingTree,
Inc. (the “Registrant”) issued a press release announcing it has entered into individual privately negotiated transactions
with certain holders of its 0.50% Convertible Senior Notes due 2025 (the “Notes”), pursuant to which the Registrant will pay
an aggregate of approximately $81.4 million in cash for the repurchase of approximately $100 million in aggregate principal amount of
the Notes (the “Note Repurchases”). A copy of the related press release is furnished as Exhibit 99.1 and is incorporated herein
by reference.
The information contained
in this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into
a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a
filing.
Forward Looking Statements
This Current Report on Form
8-K contains forward-looking statements within the meaning of the federal securities laws, including the aggregate cash purchase price
anticipated to be paid with respect to the Note Repurchases and expectations that the Registrant will unwind a portion of the bond hedges
associated with the aggregate principal amount of Notes repurchased as well as the outstanding warrants originally issued in conjunction
with such bond hedges. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current
facts. These statements may include words such as “if,” “anticipate,” “estimate,” “expect,”
“project,” “plan,” “intend,” “believe,” “may,” “will,” “should,”
“likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future
events. We cannot assure you that future developments affecting us will be those that we have anticipated. Important risks and uncertainties
that could cause actual results to differ materially from our expectations include, among others, risks and uncertainties concerning
the final terms and conditions on which transactions may be completed with respect to the Note Repurchases and related transactions with
respect to unwinding of a portion of the bond hedges associated with the aggregate principal amount of Notes repurchased as well as the
outstanding warrants originally issued in conjunction with such bond hedges, uncertainties regarding completion of additional similar
transactions and those other risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” in the Registrant’s Annual Report on Form 10-K
most recently filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which
are available on the SEC website at www.sec.gov. You should not place undue reliance on these forward-looking
statements. Any forward-looking statement made by us on this Current Report on Form 8-K speaks only as of the date on which we make it.
The Registrant expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect
any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement
is based.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: December 7, 2023
|
LENDINGTREE, INC. |
|
|
|
|
By: |
/s/ Trent Ziegler |
|
|
Trent Ziegler |
|
|
Chief Financial Officer |
Exhibit 99.1
LendingTree Repurchases
Portion of 2025 Convertible Notes
CHARLOTTE, N.C., December 6, 2023 /PRNewswire/
-- LendingTree, Inc. (NASDAQ: TREE) (the "Company"), operator of LendingTree.com, the nation's
leading online financial services marketplace, announced today it has repurchased approximately $100 million in aggregate principal amount
of its outstanding 0.50% Convertible Senior Notes due 2025. In total, the Company paid approximately $81.4 million in cash through separate
and individually negotiated transactions with certain holders to retire the notes.
In connection with the repurchase of the 2025
notes, the Company expects that a corresponding portion of the existing convertible note hedge and warrant transactions that the Company
entered into with certain financial institutions when the notes were issued in July, 2020 will be terminated. In connection with any such
termination and the related unwind by such financial institutions of their related hedge positions, the Company expects such financial
institutions and/or their respective affiliates to sell shares of the Company's common stock in secondary market transactions, and/or
enter into or unwind various derivative transactions with respect to the Company's common stock.
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Document Period End Date |
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Entity File Number |
001-34063
|
Entity Registrant Name |
LendingTree, Inc.
|
Entity Central Index Key |
0001434621
|
Entity Tax Identification Number |
26-2414818
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1415 Vantage Park Dr.
|
Entity Address, Address Line Two |
Suite 700
|
Entity Address, City or Town |
Charlotte
|
Entity Address, State or Province |
NC
|
Entity Address, Postal Zip Code |
28203
|
City Area Code |
(704)
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Local Phone Number |
541-5351
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Title of 12(b) Security |
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|
Trading Symbol |
TREE
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Security Exchange Name |
NASDAQ
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