The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Filed Pursuant to Rule 424(b)(5)File No. 333-233034
Subject to completion, dated November 16, 2020
Preliminary Prospectus Supplement
(To Prospectus dated August 5, 2019)
2,955,984 Shares
LendingTree, Inc.
Common Stock
The selling stockholder named in this prospectus supplement is offering 2,955,984 shares of common stock of LendingTree, Inc. We will not receive any proceeds from the sale of common stock by the selling stockholder.
We have been advised by the selling stockholder that, contemporaneously with this offering, the selling stockholder is terminating its existing share forward transaction with Royal Bank of Canada (the “Forward Counterparty”) relating to 642,850 shares of our common stock, of which 154,845 shares are being sold in this offering. In connection with such termination, the Forward Counterparty will purchase from the selling stockholder 488,005 shares of our common stock in a private placement (the “Concurrent Private Placement”). We will not receive any proceeds from the sale of common stock in such Concurrent Private Placement. This offering is not contingent on the completion of the Concurrent Private Placement, but the Concurrent Private Placement is contingent on the completion of this offering.
Our common stock is listed on Nasdaq under the symbol “TREE.” On November 16, 2020, the closing sales price of our common stock as reported on Nasdaq was $324.28 per share.
See “Risk Factors” beginning on page S-3 of this prospectus supplement and in our other filings with the Securities and Exchange Commission incorporated by reference in this prospectus supplement or the accompanying prospectus to read about factors you should consider before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
| | Per Share | | | Total | |
Public offering price | | | $ | | | $ |
Underwriting discounts and commissions | | | $ | | | $ |
Proceeds, before expenses, to the selling stockholder | | | $ | | | $ |
The underwriter expects to deliver the shares against payment in New York, New York on or about November , 2020.
Goldman Sachs & Co. LLC
, 2020