LendingTree, Inc.
Tree.com, Inc. (Form: 424B3, Received: 03/09/2012 10:17:29)


Filed Pursuant to Rule 424(b)(3)
Registration No. 333-152700


Prospectus Supplement No. 14 to

Prospectus Dated August 12, 2011


Tree.com, Inc.



3,678,664 Shares of Common Stock, Par Value $0.01 Per Share


This prospectus supplement no. 14 supplements and amends information in the prospectus dated August 12, 2011 (the “Prospectus”).  You should read this prospectus supplement in conjunction with the Prospectus.  This supplement is qualified by reference to the Prospectus, except to the extent that the information herein supersedes the information contained in the Prospectus.


This prospectus supplement includes our Current Report on Form 8-K dated and filed March 9, 2012 (other than the portions of such documents, if any, furnished to the Securities and Exchange Commission but not deemed to have been “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended).


As indicated under “Risk Factors” on page 4 of the Prospectus, in reviewing this prospectus supplement and the Prospectus, you should carefully consider the risks beginning on page 4 of the Prospectus and in any prospectus supplements to the Prospectus dated prior to the date of this prospectus supplement.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete.  Any representation to the contrary is a criminal offense.


This supplement is part of the Prospectus and must accompany the Prospectus to satisfy prospectus delivery requirements under the Securities Act of 1933, as amended.


This date of this prospectus supplement is March 9, 2012.






Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): March 6, 2012



Tree.com, Inc.

(Exact Name of Registrant as Specified in Charter)








(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


11115 Rushmore Drive, Charlotte, NC



(Address of Principal Executive Offices)


(Zip Code)


Registrant’s telephone number, including area code: (704) 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 ( see General Instruction A.2. below):


o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01.              Other Events.


On March 6, 2012, Discover Bank, a wholly-owned subsidiary of Discover Financial Services, or DFS, paid $3 million of the purchase price due under the asset purchase agreement between us and Discover Bank dated May 12, 2011 and amended February 7, 2012.  Discover Bank also exercised its right under the asset purchase agreement as amended to extend the end date from March 7, 2012 to July 6, 2012.  No further extensions of the July 6, 2012 end date are permitted under the asset purchase agreement.


Under the terms of the asset purchase agreement as amended, $5 million of extension payments previously paid by Discover Bank are credited toward the purchase price of $55.9 million, $3 million of the purchase price was due on March 7, 2012, regardless of whether the transaction had closed on that date, $37.9 million is due upon the closing of the transaction, and $10 million is due on the first anniversary of the closing, in each case subject to certain conditions being satisfied.  The closing also remains subject to certain conditions being satisfied.


Tree.com expects the transaction to close mid-2012.


For further information concerning the amendment to the asset purchase agreement, please see the Tree.com’s Form 8-K filed with the SEC on February 8, 2012.


Forward-Looking Statements


This Form 8-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are based on current expectations about future events.  These statements are not guarantees of future events and involve risks, uncertainties and assumptions that are difficult to predict.  Therefore, actual events may differ materially from what is expressed in such forward-looking statements due to numerous factors.  These include the possibility that competing offers for the assets will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers and other business partners. Further information and risks regarding factors that could affect our business, operations, financial results or financial positions are discussed from time to time in Tree.com’s SEC filings and reports. We want to caution you not to place undue reliance on any forward-looking statements.  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.






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.




March 9, 2012





/s/ Katharine Pierce



Katharine Pierce



Assistant General Counsel and Corporate Secretary