Lending Club Changing Model, Considering Secondary Market

Lending Club Corp., which stopped facilitating person-to-person loans in April, has filed with the Securities and Exchange Commission its plan to resume doing so.

The Sunnyvale, Calif., company also hinted in the Friday filing that it is considering creating a secondary market for its loans, but it gave few details and no timetable for such a project.

Lending Club allows people to use its Web site to borrow and lend to one another. The company has said borrowers can often receive better terms through its site than from a bank, and lenders could get a better return on the loans than they might through other investments.

In April, the company said it had registered to offer promissory notes to lenders, a change from its business model at the time, and that it would no longer originate new loans until the new system was in place.

Lending Club's Friday filing did not say when it would resume operations, and a spokeswoman said Monday she could not comment because the company is in a quiet period.

When it does start facilitating new loans, the company said its business model will be significantly different.

In the past, "our platform allowed lender members to take assignment of member loans directly," the filing said, so lenders "received the assignment of anonymized individual promissory notes" from borrowers.

When the service resumes, the loans will be originated by WebBank, a Salt Lake City unit of WebFinancial Corp. of New York, and assigned to Lending Club, which will then give its lenders Member Payment Dependent Notes that behave like the loans the lenders have agreed to fund.

"Each series of Notes will have a stated interest rate, which is the interest rate for the corresponding member loan," it said. "The principal and interest payments, if any, you will receive on any Note you purchase will be limited to an amount equal to your pro rata portion of the loan payments, if any, we receive."

This new lending structure resembles the one used by Prosper Marketplace Inc., a rival of Lending Club. Prosper, of San Francisco, said in an October SEC filing that its lenders "are not lenders in the literal sense, as they do not actually lend their money directly to borrowers; instead, lenders make purchase commitments and purchase notes representing loans from Prosper to the borrower." Prosper began working with WebBank in April.

Lending Club lenders must currently hold the loans for their entire term, three years and four days — the extra few days are to give a borrower's final payment time to settle.

"The Notes will not be transferable unless and until we are able to establish a resale platform for Notes," the filing said, "although we are working to establish a resale platform."

Prosper's October filing said the company is also planning to create a secondary market for its loans, though the company has said nothing about this process since then, citing SEC regulations.

Lending Club's filing also included details about its financial performance. For the fiscal year that ended March 31, it had a net loss of $7 million. From the service's launch in 2007 until March 31 it facilitated 1,669 loans, totaling about $15.2 million of principal. Of the loans that had been through at least one billing cycle by March 31, 98.25% were current and none had defaulted. The SEC filing indicates plans for the issuance of up to $600 million of loan notes.

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