0001409970FALSE00014099702022-12-022022-12-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 | | |
| CURRENT REPORT |
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 |
Date of Report (Date of earliest event reported): December 2, 2022
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LendingClub Corporation |
| (Exact name of registrant as specified in its charter) |
Commission File Number: 001-36771
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| Delaware | 51-0605731 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification No.) |
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| 595 Market Street, Suite 200, | |
| San Francisco, | CA | 94105 | |
| (Address of principal executive offices and zip code) |
Registrant’s telephone number, including area code: 415 632-5600
Former name or former address, if changed since last report: N/A
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | LC | New York Stock Exchange |
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).
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| 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. | ☐ |
On December 2, 2022, LendingClub Bank, National Association (“LendingClub Bank”), a wholly-owned subsidiary of LendingClub Corporation (the “Company”), entered into an agreement with MUFG Union Bank, N.A. (“Union Bank”) to acquire a portfolio of unsecured personal loans with a current aggregate principal balance of approximately $1.05 billion (the “Personal Loan Portfolio”). Each of the loans in the Personal Loan Portfolio (each, a “LendingClub Personal Loan”) was either (i) originated and sold by LendingClub Bank or (ii) facilitated by the Company but originated and sold by a partner bank.
The LendingClub Personal Loans became available for purchase following U.S. Bancorp’s recently completed acquisition of Union Bank’s core regional banking franchise.
LendingClub Bank and Union Bank intend to complete the purchase and sale, respectively, of the Personal Loan Portfolio by the end of 2022.
On December 2, 2022, the Company issued a press release (the “Press Release”) regarding its acquisition of the Personal Loan Portfolio. A copy of the Press Release is attached as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.
Forward-Looking Statements
Some of the statements above, including statements regarding the timing of the acquisition of the Personal Loan Portfolio, are “forward-looking statements.” The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “will,” “would” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include: the failure of the transaction with Union Bank to be completed; our ability to continue to attract and retain new and existing customers; competition; overall economic conditions; the regulatory environment; demand for the types of loans facilitated by us; default rates and those factors set forth in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, as well as in our subsequent filings with the Securities and Exchange Commission. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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| Item 9.01 | | Financial Statements and Exhibits |
| (d) | | Exhibits |
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Exhibit
Number | | Exhibit Title or Description |
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| 104 | | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) |
SIGNATURE(S)
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.
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| | LendingClub Corporation |
| Date: | December 2, 2022 | By: | Brandon Pace |
| | | Brandon Pace |
| | | Chief Administrative Officer and Secretary |
| | | (duly authorized officer) |