LendingTree, Inc. (NASDAQ:TREE) Files An 8-K Entry into a Material Definitive Agreement

Purchase Agreement

On May 24, 2017, LendingTree, Inc. (the Company) entered into a
purchase agreement (the Purchase Agreement) with Merrill Lynch,
Pierce, Fenner Smith Incorporated and Goldman Sachs Co. LLC, as
representatives of the several initial purchasers named therein
(collectively, the Initial Purchasers), to which the Company
agreed to issue and sell $265 million aggregate principal amount
of its 0.625% Convertible Senior Notes due 2022 (the Notes) in a
private placement to qualified institutional buyers to Rule 144A
under the Securities Act of 1933, as amended (the Securities
Act). The Notes were initially issued to the Initial Purchasers
to an exemption from the registration requirements of the
Securities Act afforded by Section 4(a)(2) of the Securities Act.
In addition, to the Purchase Agreement, the Company granted the
Initial Purchasers a 30-day option to purchase up to an
additional $35 million aggregate principal amount of Notes solely
to cover over-allotments. The Initial Purchasers exercised their
over-allotment option in full on May 25, 2017, and a total of
$300 million aggregate principal amount of Notes were issued to
the Purchase Agreement on May 31, 2017.

The Purchase Agreement includes customary representations,
warranties and covenants by the Company and customary closing
conditions. Under the terms of the Purchase Agreement, among
other things, the Company has agreed to indemnify the Initial
Purchasers against certain liabilities.

The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the Purchase Agreement attached
as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

Convertible Note Hedge Transactions

On May 24, 2017 and May 25, 2017, in connection with the pricing
of the Notes and the exercise of the Initial Purchasers
over-allotment option, respectively, the Company entered into
privately negotiated convertible note hedge transactions (the
Convertible Note Hedge Transactions) with each of Bank of
America, N.A., Citibank, N.A., Goldman Sachs Co. LLC and RBC
Capital Markets, LLC (collectively, the Counterparties). Certain
of the Counterparties or their affiliates are Initial Purchasers
under the Purchase Agreement and/or lenders under the Credit
Agreement (as defined below). On May 31, 2017, the Company used
approximately $18.1 million of the net proceeds from the offering
of the Notes to pay the cost of the Convertible Note Hedge
Transactions (after such cost was partially offset by the
proceeds to the Company from the sale of the Warrants (as
described below)). On May 31, 2017, the Company paid an aggregate
of $61.5 million to the Counterparties (approximately $15.4
million to each of the Counterparties) for the Convertible Note
Hedge Transactions. The Convertible Note Hedge Transactions
cover, subject to anti-dilution adjustments substantially similar
to those in the Notes, approximately 1.4 million shares of the
Companys common stock (Common Stock), the same number of shares
initially underlying the Notes, and are exercisable upon any
conversion of the Notes. The Convertible Note Hedge Transactions
will expire upon the maturity of the Notes.

The Convertible Note Hedge Transactions are expected generally to
reduce the potential dilution to the Common Stock upon conversion
of the Notes and/or offset any cash payments the Company is
required to make in excess of the principal amount of the
converted Notes, as the case may be, in the event that the market
price per share of Common Stock, as measured under the terms of
the Convertible Note Hedge Transactions, is greater than the
strike price of the Convertible Note Hedge Transactions, which
initially corresponds to the initial conversion price of the
Notes, or approximately $207.63 per share of Common Stock.

The Convertible Note Hedge Transactions are separate
transactions, entered into by the Company with each of the
Counterparties, and are not part of the terms of the Notes.
Holders of the Notes will not have any rights with respect to the
Convertible Note Hedge Transactions.

The foregoing description of the Convertible Note Hedge
Transactions is qualified in its entirety by reference to the (a)
form of the confirmation for the base Convertible Note Hedge
Transactions entered into with each of the Counterparties on May
24, 2017, which form is attached as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference, and
(b) form of the confirmation for the additional Convertible Note
Hedge Transactions entered into with each of the Counterparties
on May 25, 2017, which form is attached as Exhibit 99.3 to this
Current Report on Form 8-K and is incorporated herein by
reference.

Warrant Transactions

In addition, concurrently with entering into the Convertible Note
Hedge Transactions, on May 24, 2017 and May 25, 2017, the Company
separately entered into privately negotiated warrant
transactions, whereby on May 31, 2017, the Company sold to the
Counterparties warrants (the Warrants) to acquire, collectively,
subject to anti-dilution adjustments, approximately 1.4 million
shares of Common Stock at an initial strike price of $266.39 per
share, which represents a premium of 70% over the reported sale

price of the Common Stock of $156.70 on May 24, 2017. On May 31,
2017, the Company received aggregate proceeds of approximately
$43.4 million from the sale of the Warrants to the Counterparties
(approximately $10.9 million was received from each of the
Counterparties). The Warrants were sold in private placements to
the Counterparties to an exemption from the registration
requirements of the Securities Act afforded by Section 4(a)(2) of
the Securities Act.

If the market price per share of the Common Stock, as measured
under the terms of the Warrants, exceeds the strike price of the
Warrants, the Warrants could have a dilutive effect, unless the
Company elects, subject to certain conditions, to settle the
Warrants in cash.

The Warrants are separate transactions, entered into by the
Company with each of the Counterparties, and are not part of the
terms of the Notes. Holders of the Notes will not have any rights
with respect to the Warrants.

The foregoing description of the Warrants is qualified in its
entirety by reference to the (a) form of confirmation for the
base Warrants entered into with each of the Counterparties on May
24, 2017, which form is attached as Exhibit 99.4 to this Current
Report on Form 8-K and is incorporated herein by reference, and
(b) form of confirmation for the additional Warrants entered into
with each of the Counterparties on May 25, 2017, which form is
attached as Exhibit 99.5 to this Current Report on Form 8-K and
is incorporated herein by reference.

Indenture

On May 31, 2017, the Company entered into an indenture (the
Indenture) governing the terms of the Notes, by and between the
Company and Wilmington Trust, National Association, as trustee
(the Trustee). The Notes will bear interest at a rate of 0.625%
per year, payable semi-annually on June 1 and December 1 of each
year, beginning on December 1, 2017. The Notes will mature on
June 1, 2022, unless earlier repurchased or converted.

The initial conversion rate of the Notes is 4.8163 shares of
Common Stock per $1,000 principal amount of Notes (which is
equivalent to an initial conversion price of approximately
$207.63 per share). The conversion rate will be subject to
adjustment upon the occurrence of certain events specified in the
Indenture but will not be adjusted for accrued and unpaid
interest. In addition, upon the occurrence of a Make-Whole
Fundamental Change (as defined in the Indenture) prior to the
maturity of the Notes, the Company will, in certain
circumstances, increase the conversion rate by a number of
additional shares described in the Indenture for a holder that
elects to convert his, her or its Notes in connection with such
Make-Whole Fundamental Change.

Prior to the close of business on the business day immediately
preceding February 1, 2022, the Notes will be convertible at the
option of the holders thereof only under the following
circumstances: (1) during any calendar quarter commencing after
the calendar quarter ending on September 30, 2017 (and only
during such calendar quarter), if the last reported sale price of
the Common Stock for at least 20 trading days (whether or not
consecutive) during the 30 consecutive trading day period ending
on, and including the last trading day of the immediately
preceding calendar quarter is greater than or equal to 130% of
the conversion price on each applicable trading day; (2) during
the five business day period after any five consecutive trading
day period in which, for each trading day of that period, the
Trading Price (as defined in the Indenture) per $1,000 principal
amount of Notes for such trading day was less than 98% of the
product of the last reported sale price of the Common Stock and
the conversion rate on each such trading day; or (3) upon the
occurrence of specified corporate events described in the
Indenture. On or after February 1, 2022, until the close of
business on the second scheduled trading day immediately
preceding the maturity date of the Notes, holders of the Notes
may convert all or a portion of their Notes regardless of the
foregoing conditions. Upon conversion, the Notes will be settled
in cash, shares of Common Stock or any combination thereof at the
Companys option.

The Company may not redeem the Notes prior to the maturity date
and no sinking fund is provided for the Notes. Upon the
occurrence of a Fundamental Change (as defined in the Indenture)
prior to the maturity date of the Notes, holders of the Notes may
require the Company to repurchase all or a portion of the Notes
for cash at a price equal to 50% of the principal amount of the
Notes to be repurchased, plus any accrued and unpaid interest to,
but excluding, the Fundamental Change Repurchase Date (as defined
in the Indenture).

The Notes are the Companys senior unsecured obligations and will
rank senior in right of payment to any of the Companys
indebtedness that is expressly subordinated in right of payment
to the Notes; equal in right of payment to any of the Companys
unsecured indebtedness that is not so subordinated; effectively
junior in right of payment to any of the Companys secured
indebtedness, including borrowings under the Credit Agreement,
originally dated as of October 22, 2015 (as amended, the Credit
Agreement), among the Company, LendingTree, LLC, the lenders that
are a party thereto, and Sun Trust Bank, as administrative agent,
to the extent of the value of the assets securing such
indebtedness; and structurally junior to all indebtedness and
other liabilities (including trade payables) of the Companys
subsidiaries.

The Indenture contains customary terms and covenants. If an event
of default occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the
outstanding Notes, may declare 50% of the principal of and
accrued and unpaid interest, if any, on all of the Notes to be
due and payable. In case of certain events of bankruptcy,
insolvency or reorganization involving the Company, 50% of the
principal of and accrued and unpaid interest on the Notes will
automatically become due and payable immediately. The following
events are considered events of default with respect to the
Notes, which may result in the acceleration of the maturity of
the Notes:

(1) the Company defaults in any payment of interest on the Notes
when due and payable and the default continues for a period of 30
days;

(2) the Company defaults in the payment of principal on the Notes
when due and payable at the stated maturity, upon any required
repurchase, upon declaration of acceleration or otherwise;

(3) failure by the Company to comply with its obligation to
convert the Notes in accordance with the Indenture upon exercise
of a holders conversion right and such failure continues for a
period of three business days;

(4) failure by the Company to issue a Fundamental Change Company
Notice (as defined in the Indenture) or notice of a specified
corporate transaction, in each case, when such notices are due to
the terms of the Indenture;

(5) failure by the Company to comply with its obligations under
the Indenture with respect to consolidation, merger and sale of
assets of the Company;

(6) failure by the Company to comply with any of its other
agreements contained in the Notes or the Indenture for a period
of 60 days after written notice from the Trustee or the holders
of at least 25% in principal amount of the Notes then outstanding
has been received;

(7) default by the Company or any of Material Subsidiary (as
defined in the Indenture) with respect to any mortgage, agreement
or other instrument under which there may be outstanding, or by
which there may be secured or evidenced, any indebtedness for
money borrowed in excess of $12,000,000 (or its foreign currency
equivalent) in the aggregate of the Company and/or any such
Material Subsidiary, whether such indebtedness now exists or
shall hereafter be created (i) resulting in such indebtedness
becoming or being declared due and payable or (ii) constituting a
failure to pay the principal or interest of any such debt when
due and payable at its stated maturity, upon required repurchase,
upon declaration of acceleration or otherwise;

(8) a final judgment or judgments for the payment of $12,000,000
(or its foreign currency equivalent) or more (excluding any
amounts covered by insurance) in the aggregate rendered against
the Company or any Material Subsidiary, which judgment is not
discharged, bonded, paid, waived or stayed within 60 days after
(i) the date on which the right to appeal thereof has expired if
no such appeal has commenced, or (ii) the date on which all
rights to appeal have been extinguished; and

(9) certain events of bankruptcy, insolvency or reorganization of
the Company or any Material Subsidiary.

The foregoing description is qualified in its entirety by
reference to the text of the Indenture and the Form of 0.625%
Convertible Senior Notes due 2022, which are attached as Exhibits
4.1 and 4.2, respectively, to this Current Report on Form 8-K and
are incorporated herein by reference.

Certain Initial Purchasers under the Purchase Agreement and
Counterparties under the confirmations entered into in connection
with the Convertible Note Hedge Transactions and the Warrants, or
their affiliates, have engaged in, and may in the future engage
in, other commercial dealings with the Company or its affiliates
in the ordinary course of business, including in connection with
the Credit Agreement. They have received, or may in the future
receive, customary fees and commissions for those transactions.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information set forth under Item 1.01 is incorporated herein
by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 is incorporated herein
by reference.

The Company issued and sold the Notes to the initial purchasers
in a private placement in reliance on the exemption from
registration provided by Section 4(a)(2) of the Securities Act.
The Purchase Agreement also contemplated the resale of the Notes
to qualified institutional buyers in reliance on Rule 144A under
and Section 4(a)(2) of the Securities Act. The Company relied on
these exemptions from registration based in part on
representations made by the Initial Purchasers. The Notes, the
Warrants and the shares of Common Stock issuable upon conversion
of the Notes and exercise of the Warrants have not been
registered under the Securities Act, or any state securities
laws, and the Notes, the Warrants and the shares of Common Stock
issuable upon conversion of the Notes and exercise of the
Warrants may not be offered or sold in the United States absent
registration or the availability of exemptions from the
registration requirements of the Securities Act and applicable
state securities laws. The Company does not intend to file a
shelf registration statement for the resale of the Notes, the
Warrants or the shares of Common Stock issuable upon conversion
of the Notes or exercise of the Warrants.

Item 8.01. Other Events.

On May 24, 2017, the Company issued a press release announcing
the pricing of the Notes. A copy of the press release is attached
as Exhibit 99.6 to this Current Report on Form 8-K and is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.