LendingTree Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On July 31, 2024, LendingTree, Inc., a Delaware corporation (the “Company”), entered into an equity distribution agreement (the “Sales Agreement”) with BofA Securities, Inc. and Citigroup Global Markets Inc. (each, a “Manager” and together, the “Managers”), under which the Company may offer and sell shares of its common stock, $0.01 par value per share, from time to time, having an aggregate offering price of up to $50,000,000 through the Managers, as the Company’s sales agent. Sales of shares of the Company’s common stock through the Managers, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on The Nasdaq Stock Market LLC or any other existing trading market for the Company’s common stock. The Managers will use commercially reasonable efforts to sell shares of the Company’s common stock from time to time, based on instructions from the Company (including any price, time or size limits or other parameters or conditions the Company may impose). The Company will pay the Managers a commission of up to 3.0% of the aggregate gross proceeds from the sales of shares of the Company’s common stock sold through the Managers under the Sales Agreement. The Company will also reimburse the Managers for certain specified expenses in connection with entering into the Sales Agreement as well as in connection with each Applicable Time, Settlement Date and Time of Delivery (as each such term is defined in the Sales Agreement). Pursuant to the Sales Agreement, the Company also provided the Managers with customary indemnification and contribution rights.
The Company is not obligated sell any shares of its common stock under the Sales Agreement. The offering of shares of the Company’s common stock under the Sales Agreement will terminate upon the termination of the Sales Agreement in accordance with its terms.
The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the Sales Agreement into the Registration Statement (as defined herein).
The Company’s common stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement File No. 333-278973) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 11, 2024 (as amended, the “Registration Statement”) and pursuant to a prospectus supplement dated July 31, 2024.
A copy of the opinion of Sheppard Mullin Richter & Hampton, LLP regarding the shares of the Company’s common stock to be sold under the Sales Agreement is filed as an exhibit to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any offer, solicitation or sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Equity Distribution Agreement by and among the Company, BofA Securities, Inc. and Citigroup Global Markets Inc., dated July 30, 2024 | |
| 5.1 | Opinion of Sheppard Mullin Richter & Hampton, LLP | |
| 23.1 | Consent of Sheppard Mullin Richter & Hampton, LLP (incorporated into Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 31, 2024 | ||
| LENDINGTREE, INC. | ||
| By: | /s/ Heather Novitsky | |
| Heather Novitsky | ||
| Corporate Secretary | ||
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