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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 LendingTree, Inc. 8-K:1,9 3/27/24 11:199K GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-99.1 Press Release Dated March 27, 2024 HTML 9K 6: R1 Cover HTML 47K 8: XML IDEA XML File -- Filing Summary XML 11K 11: XML XBRL Instance -- lendingtree_8k_htm XML 16K 7: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.LAB XBRL Labels -- tree-20240327_lab XML 96K 5: EX-101.PRE XBRL Presentations -- tree-20240327_pre XML 64K 3: EX-101.SCH XBRL Schema -- tree-20240327 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 10: ZIP XBRL Zipped Folder -- 0001683168-24-001773-xbrl Zip 18K
| LendingTree, Inc. Form 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i March 27, 2024
(Exact name of registrant as specified in charter)
| i Delaware | i 001-34063 | i 26-2414818 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) |
Identification No.)
|
| i 1415 Vantage Park Dr., i Suite 700, i Charlotte, i NC | i 28203 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (704) i 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, $0.01 par value per share | i TREE | i 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).
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 1.01. Entry into a Material Definitive Agreement.
LendingTree, Inc. (NASDAQ: TREE) today announced that funds managed by Apollo affiliates ("Apollo Funds") have agreed to commit up to $175 million of financing for LendingTree in the form of a first lien term loan facility (the "facility"). LendingTree intends to draw $125 million of the facility upon funding while the remainder will be available as a delayed draw during the following 12 months. The funds will be used for general corporate purposes, which may include repayment of existing debt.
The facility is pre-payable at par, after 12 months of call protection (during which prepayment would be at 101% of par), or with respect to prepayments made with respect to a change of control, at 101% of par, and carries a seven-year term. Interest will be charged at SOFR +575 basis points, with the opportunity for a one-time 25 basis point step-down at a gross first lien leverage ratio less than or equal to 3.75x after six fiscal quarters from the date of closing.
The facility includes customary events of default, that include among other things, non-payment of principal, interest or fees, inaccuracy of representations and warranties, violation of certain covenants, cross default to certain other indebtedness, bankruptcy and insolvency events, material judgments, change of control, and certain material ERISA events. The occurrence of a default could result in the acceleration of the obligations under the facility.
As security for its obligations under the facility, LendingTree granted Apollo Funds a security interest on substantially all of LendingTree’s assets and the assets of its material subsidiaries, subject to certain exceptions.
The foregoing summary and description of provisions of the facility does not purport to be complete and is qualified entirely by reference to the full text of the facility, a copy of which will be filed as an exhibit to our Quarterly Report 10-Q for the three months ended March 31, 2024.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release dated March 27, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: March 27, 2024
| LENDINGTREE, INC. | ||
| By: | /s/ Trent Ziegler | |
| Trent Ziegler | ||
| Chief Financial Officer | ||
| 3 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/24 | None on these Dates | |||
| Filed on / For Period end: | 3/27/24 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/24 LendingTree, Inc. S-3 6:1.3M GlobalOne Filings Inc/FA |