LendingTree,Inc. (NASDAQ:TREE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On December 20, 2018, LendingTree, LLC (“Buyer”), a wholly-owned subsidiary of LendingTree, Inc. (the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Value Holding Inc., a Delaware corporation (“Value Holding”), all of the shareholders of Value Holding (collectively, the “Sellers”), and Jonathan Wu as the Sellers’ Representative. ValuePenguin Inc., a wholly-owned subsidiary of Value Holding, is a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards.
Subject to the terms and conditions of the Stock Purchase Agreement, at the closing of the transaction, the Buyer will pay $105 million of cash consideration to the Sellers, subject to adjustments for working capital, indebtedness and transaction expenses, to acquire all of the equity interests of Value Holding. A portion of such cash consideration will be deposited into escrow to secure the Sellers’ obligations under the Stock Purchase Agreement.
The closing of the transaction is subject to customary closing conditions. The closing of the transaction is expected to occur in the first quarter of 2019.
The description of the Stock Purchase Agreement contained herein is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is included as Exhibit 2.1 to this report.
The Company issued a press release announcing the Stock Purchase Agreement on December 21, 2018, a copy of which is attached as Exhibit 99.1 to this report.
Item 1.01.Financial Statements and Exhibits.
* The schedules (and similar attachments) to this exhibit have been omitted from this filing to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission upon request.
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: December 27, 2018 |
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LENDINGTREE,INC. |
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By: |
/s/ J.D. Moriarty |
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J.D. Moriarty |
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Chief Financial Officer |
EXHIBIT INDEX
* The schedules (and similar attachments) to this exhibit have been omitted from this filing
LendingTree, Inc. Exhibit
EX-2.1 2 exhibit21-valuepenguinpurc.htm EXHIBIT 2.1 Exhibit Exhibit 2.1_____________________________________________________________________________________________STOCK PURCHASE AGREEMENT by and amongLENDINGTREE,…
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About LendingTree,Inc. (NASDAQ:TREE)
LendingTree, Inc. (LendingTree), formerly Tree.com, Inc., is engaged in operating an online loan marketplace for consumers. The Company offers a range of loan types and other credit-based offerings for its consumers. The Company operates through Lending activities segment. The Company’s online marketplace provides consumers with access to product offerings from various lenders, which it refers to as Network Lenders, including mortgage loans, home equity, reverse mortgage, auto loans, credit cards, personal loans, student loans and small business loans, and other related offerings. It offers tools and resources, including free credit scores that facilitate comparison shopping for these loans and other credit-based offerings. It offers its products in categories, including mortgage products and non-mortgage products. Its mortgage products category includes its purchase and refinance products. The Company’s non-mortgage products include lending products and other products.