UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |