UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2019
LendingTree, Inc.
(Exact name of registrant as specified in charter)
Delaware | 001-34063 | 26-2414818 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
11115 Rushmore Drive, Charlotte, NC | 28277 | |
(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:
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 10, 2019, LendingTree, LLC (“Buyer”), a wholly-owned subsidiary of LendingTree, Inc. (the “Company”), acquired Value Holding Inc., a Delaware corporation (“Value Holding”) pursuant to a Stock Purchase Agreement, dated December 20, 2018, among Buyer, Value Holding and all of the shareholders of Value Holding (collectively, the “Sellers”), and Jonathan Wu as the Sellers’ Representative (the “Stock Purchase Agreement”). 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.
Buyer paid $105 million of cash consideration to the Sellers, subject to adjustments for working capital, indebtedness and transaction expenses, in exchange for all of the equity interests of Value Holding. Buyer paid $90 million of the purchase price using funds borrowed under the Company’s Revolving Credit Facility (as amended and as described in our Form 10-K for the year ended December 31, 2017) and the balance using cash on hand. A portion of the closing consideration was deposited into escrow to secure the Sellers’ obligations under the Stock Purchase Agreement.
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 Stock Purchase Agreement contains representations and warranties by Buyer and the Sellers with respect to matters as of specified dates. The representations and warranties: reflect negotiations between the parties to the Stock Purchase Agreement and are not intended as statements of fact to be relied upon by the Company’s stockholders; in certain cases, merely represent risk-allocation decisions among the parties; have been modified or qualified by certain disclosure schedules that have been omitted in accordance with the rules of the Securities and Exchange Commission; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by stockholders. As such, the representations and warranties are solely for the benefit of the parties to the Stock Purchase Agreement and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations, correspondence between the parties and disclosure schedules to the Stock Purchase Agreement. Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and the Company’s stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may have changed after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The Company issued a press release on January 15, 2019 announcing the acquisition of Value Holding, a copy of which is attached as Exhibit 99.1 to this report.
Item 2.03. Creation of Direct Financial Obligation Under Off-Balance Sheet Arrangement.
As discussed in Item 2.01 above, on January 10, 2019, the Company borrowed $90 million under the Revolving Credit Facility in connection with the acquisition of Value Holding.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
* The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant 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.
† Previously filed on Form 8-K on December 27, 2018.
SIGNATURE
Pursuant 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.
Date: January 16, 2019 | ||
LENDINGTREE, INC. | ||
By: | /s/ J.D. Moriarty | |
J.D. Moriarty | ||
Chief Financial Officer | ||
EXHIBIT INDEX
* The schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant 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.
† Previously filed on Form 8-K on December 27, 2018.
Exhibit 99.1
LendingTree, Inc. Completes Acquisition of ValuePenguin
CHARLOTTE, N.C., (January 15, 2019) - LendingTree, Inc. (NASDAQ: TREE) announced today that its wholly-owned subsidiary, LendingTree, LLC, has completed the previously announced acquisition of Value Holding Inc., the parent company of ValuePenguin Inc., a personal finance website that offers consumers objective analysis on a variety of financial topics from insurance to credit cards.
Under the terms of the purchase agreement, Value Holding was acquired for a total consideration of $105 million, which was funded by borrowing $90 million under the Company's Revolving Credit Facility and the balance using cash on hand.
Vista Point Advisors, a San Francisco-based boutique investment bank, acted as the exclusive financial advisor to ValuePenguin in the transaction.
Inducement Grants
In connection with the acquisition of Value Holding, on January 10, 2018, the Company granted restricted stock unit awards to twenty-five key employees of Value Holding under its 2017 Inducement Grant Plan as a material inducement to entering into employment with the company. The twenty-five key employees were granted restricted stock units for an aggregate of 3,815 shares. These restricted stock units will vest, if at all, over three years from the date of closing with one-third of the total award amount vesting each year. The awards provide for accelerated vesting in the event of certain events. The awards were approved in accordance with NASDAQ Listing Rule 5635(c)(4), which requires a public announcement of these awards.
About ValuePenguin
ValuePenguin is a personal finance website that conducts in-depth research & analysis on a variety of topics from insurance to credit cards. The Company focuses on providing high-quality resources to help consumers understand the topics they're interested in. Whether its building visual tools to explain data or publishing in-depth research our goal is to provide objective analysis to help guide you to the best decision. ValuePenguin focuses on value, assessing whether the return of a particular purchase or decision is worth the cost or risk of that option, and how this stacks up with the other possible choices a consumer may have. For more information, please visit www.valuepenguin.com.
About LendingTree, Inc.
LendingTree (NASDAQ: TREE) is the nation's leading online marketplace that connects consumers with the choices they need to be confident in their financial decisions. LendingTree empowers consumers to shop for financial services the same way they would shop for airline tickets or hotel stays, comparing multiple offers from a nationwide network of over 500 partners in one simple search, and can choose the option that best fits their financial needs. Services include mortgage loans, mortgage refinances, auto loans, personal loans, business loans, student refinances, credit cards and more. Through the My LendingTree platform, consumers receive free credit scores, credit monitoring and recommendations to improve credit health. My LendingTree proactively compares consumers' credit accounts against offers on our network and notifies consumers when there is an opportunity to save money. In short, LendingTree's purpose is to help simplify financial decisions for life's meaningful moments through choice, education and support.
LendingTree, Inc. is headquartered in Charlotte, NC . For more information, please visit www.lendingtree.com.
Investor Relations Contact:
Trent Ziegler
trent.ziegler@lendingtree.com
704-943-8294
Media Contact:
Megan Greuling
megan.greuling@lendingtree.com
704-943-8208