LendingTree (NASDAQ: TREE) secures $475M first lien loan package

Rhea-AI Filing Summary

LendingTree, Inc. entered into a new $475 million first lien credit facility with Bank of America and Truist, consisting of $400 million in initial term loans and a $75 million revolving credit line. The agreement carries a five-year maturity, with interest on the term loans at SOFR plus 450 basis points, and a margin step-down if Moody’s assigns a corporate family rating of B2 (stable) or better.

Interest on the revolving loans is set at SOFR plus 350 basis points. The company plans to use the new facility to refinance existing debt with Truist and Apollo and for working capital and general corporate purposes. The facility includes a maximum first lien net leverage covenant of 5.0x when the revolver is drawn above $20 million, mandatory prepayments tied to asset sales, excess cash flow and new debt issuance, and is secured by liens on substantially all assets of LendingTree and its material subsidiaries.

Insights

Credit and capital structure analyst

LendingTree refinances with a $475M secured loan package and tighter covenants.

LendingTree has put in place a new first lien credit facility totaling $475 million, split between $400 million of term loans and a $75 million revolver. Pricing is floating over SOFR, with 450 basis points on the term loans and 350 basis points on the revolver, and a potential margin step-down if Moody’s raises the corporate family rating to B2 (stable) or better. This structure suggests lenders are focused on credit quality while allowing some benefit from an improved rating profile.

The facility adds a quarterly-tested first lien net leverage covenant capped at 5.0x when revolver usage is at least $20 million, plus mandatory prepayments from asset sales, excess cash flow from the fiscal year ending December 31, 2026, and any new debt issuance. These terms channel future cash toward debt reduction once certain thresholds are met. The loans are secured by substantially all assets of the company and its material subsidiaries, which strengthens lender protection and indicates a fully secured capital structure at the first lien level.

The impact on investors will depend on how effectively the company uses this facility to refinance its existing Truist and Apollo obligations and manage leverage relative to the 5.0x covenant and excess cash flow sweep triggers. Subsequent financial reports should help show whether leverage trends support the step-down in the excess cash flow sweep and any potential margin reduction tied to a Moody’s B2 (stable) or better rating.

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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): August 21, 2025

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.)

1415 Vantage Park Dr., Suite 700, Charlotte, NC	28203
(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		TREE		The Nasdaq Stock Market LLC

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 ☐

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. ☐

Item 1.01. Entry into a Material Definitive Agreement. 

On August 21, 2025, LendingTree, Inc. (NASDAQ: TREE) (the "Company") entered into a $475 million first lien term loan facility (the "Facility") with Bank of America, N.A., as administrative agent (the "Agent"), and Bank of America, N.A. and Truist Securities, Inc., as joint lead arrangers. The Facility is comprised of (i) $400 million in initial term loans (the "Initial Term Loans") and (ii) $75 million in revolving loans (the “Revolver” or "Revolving Loans"). The lenders include a syndicate of banks arranged by Bank of America and Truist with the Company’s approval.

The Facility has a maturity of five years. Interest on the Initial Term Loans is charged at SOFR plus 450 basis points, subject to a 25-basis point margin step-down upon the achievement of a corporate family rating of B2 (stable) or better from Moody’s. Interest on the Revolving Loans is charged at SOFR plus 350 basis points.

Proceeds from the Facility will be used to refinance the Company’s existing facilities with Truist and Apollo and for working capital and general corporate purposes.

The Facility contains a financial covenant requiring the Company to maintain a first lien net leverage ratio of not more than 5.0x, tested quarterly when the Revolver is drawn in an amount equal to or greater than $20 million (other than undrawn or cash-collateralized letters of credit).

The Facility also includes customary negative covenants, including covenants limiting the incurrence of additional indebtedness, the creation of liens, investments, dispositions, and restricted payments.

Mandatory prepayments under the Facility include: (i) an asset sale sweep subject to a $50 million threshold with reinvestment rights within 18 months (plus an additional 6 months if a reinvestment contract is entered into within such 18-month period), (ii) an excess cash flow sweep equal to 50% of excess cash flow beginning with the fiscal year ending December 31, 2026, stepping down to 25% if the first lien leverage ratio is less than 3.0x and 0% if less than 2.5x, subject to a minimum threshold equal to the greater of $23 million or 20% of EBITDA, and (iii) a debt issuance sweep of 100%.

The Facility is secured by a lien on substantially all of the Company’s and its material subsidiaries’ assets, subject to certain exceptions.

The summary above is qualified in its entirety by the terms of the Credit Agreement, which is filed herewith as Exhibit 99.1.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Exhibit Description
99.1		Credit Agreement dated August 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

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.

Date: August 21, 2025

	LENDINGTREE, INC.
	By:	/s/ Jason Bengel
		Jason Bengel
		Chief Financial Officer

3

FAQ

What financing did LendingTree (TREE) announce in this 8-K?

LendingTree entered into a new $475 million first lien credit facility with Bank of America and Truist, consisting of $400 million in initial term loans and a $75 million revolving credit facility.

How will LendingTree use the proceeds from the $475 million facility?

The company plans to use the proceeds to refinance existing facilities with Truist and Apollo and for working capital and general corporate purposes.

What are the key interest terms on LendingTree’s new loans?

The initial term loans bear interest at SOFR + 450 basis points, with a 25-basis point margin step-down if Moody’s assigns a corporate family rating of B2 (stable) or better. The revolving loans bear interest at SOFR + 350 basis points.

What financial covenants are included in LendingTree’s new credit facility?

The facility includes a first lien net leverage ratio covenant requiring leverage of not more than 5.0x, tested quarterly when revolver borrowings are at least $20 million (excluding certain letters of credit).

What mandatory prepayment provisions apply to LendingTree’s new facility?

Mandatory prepayments include an asset sale sweep above a $50 million threshold with reinvestment rights, an excess cash flow sweep starting with the fiscal year ending December 31, 2026 (50%, stepping down to 25% and then 0% based on leverage), subject to a minimum threshold equal to the greater of $23 million or 20% of EBITDA, and a 100% sweep of new debt issuance.

Is the new LendingTree facility secured, and by what assets?

Yes. The facility is secured by a lien on substantially all assets of LendingTree and its material subsidiaries, subject to certain exceptions.