LendingTree, Inc. — Prospectus 2011

Oct 5, 2011

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

*Prospectus Supplement No. 4 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. 4 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 October 5, 2011 (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 October 5, 2011.

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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): September 30, 2011

*Tree.com, 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))

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*Item 1.01. *Entry into a Material Definitive Agreement.**

As described in Item 2.03 below, on September 30, 2011, Tree.com, Inc. (the “Company”), through its subsidiary Home Loan Center, Inc. (“HLC”) entered into an amendment to its existing warehouse line of credit with Bank of America, N.A. (“Bank of America”). The information set forth below under Item 2.03 is incorporated by reference into this Item 1.01.

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

On September 30, 2011, HLC entered into an amendment to its existing warehouse line of credit with Bank of America. The amendment extends the existing Transaction Terms Letter through the earlier of (a) the closing of the sale of substantially all of the operating assets of HLC to Discover Bank and (b) November 1, 2011. A copy of Amendment No. 3 to the Transaction Terms Letter for the facility is attached as Exhibit 10.1 and is incorporated by reference herein. The foregoing description of Amendment No. 3 to the Transaction Terms Letter for the facility is qualified in its entirety by reference to the full text of such exhibit.

*Item 9.01. *Financial Statements and Exhibits.**

Exhibit Number	Exhibit Description
10.1	Amendment No. 3 to Transaction Terms Letter dated as of September 30, 2011, which supplements that certain Master Repurchase Agreement dated as of May 1, 2009 by and between Home Loan Center, Inc. and Bank of America, N.A.

2

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*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: October 5, 2011
TREE.COM, INC.
By:	/s/ Christopher R. Hayek
	Christopher R. Hayek
	Senior Vice President and Chief Accounting Officer

3

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*EXHIBIT INDEX*

Exhibit Number	Exhibit Description
10.1	Amendment No. 3 to Transaction Terms Letter dated as of September 30, 2011, which supplements that certain Master Repurchase Agreement dated as of May 1, 2009 by and between Home Loan Center, Inc. and Bank of America, N.A.

4

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