LendingTree, Inc. (NASDAQ: TREE), a leading online loan marketplace, announced today that it intends to offer, subject to market and other conditions, $500.0 million aggregate principal amount of its convertible senior notes due 2025 in a private placement. The Company also expects to grant the initial purchasers an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $75.0 million aggregate principal amount of notes.
The notes will be senior, unsecured obligations of the Company. The notes will accrue interest payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2021. The notes will mature on July 15, 2025, unless earlier repurchased, redeemed or converted.
Prior to March 13, 2025, the notes will be convertible at the option of the holders only upon the occurrence of specified events, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at any time. Upon conversion, the notes will settle for cash, shares of the Company's common stock, or a combination thereof, at the Company's option. The notes will be redeemable, in whole or in part, for cash at the Company's option at any time, and from time to time, on or after July 20, 2023 and before the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
The Company expects to use the net proceeds from the sale of the notes to pay the net cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to the Company of the warrant transactions), to repurchase a portion of the Company's outstanding 0.625% Convertible Senior Notes due 2022 (the "2022 notes") and for general corporate purposes, including, but not limited to, working capital and potential acquisitions.
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, by comparing multiple offers from a nationwide network of over 500 partners in one simple search and choosing the option that best fits their financial needs. Services include mortgage loans, mortgage refinances, auto loans, personal loans, business loans, student refinances, credit cards, insurance 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.
