As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/09  Prosper Marketplace, Inc          S-1/A¶                 9:4.0M                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Pre-Effective Amendment to Registration Statement   HTML   1.81M 
                          (General Form)                                         
 9: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML    320K 
 2: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    384K 
 3: EX-10.1     Material Contract                                   HTML     77K 
 4: EX-10.2     Ex-10.3                                             HTML     99K 
 5: EX-10.5     Material Contract                                   HTML     66K 
 6: EX-10.6     Material Contract                                   HTML    123K 
 7: EX-10.7     Material Contract                                   HTML     70K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML      6K 

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As filed with the Securities and Exchange Commission on April 14, 2009

Registration No. 333-147019

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

Amendment No. 3

to

 

Form S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

PROSPER MARKETPLACE, INC.

(Exact name of registrant as specified in its charter)

 

 

111 Sutter Street, 22nd Floor

San Francisco, CA  94104

(415) 593-5400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Edward A. Giedgowd, Esq.

Chief Compliance Officer and General Counsel

111 Sutter Street, 22nd Floor

San Francisco, CA  94104

(415) 593-5400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Whitney A. Holmes, Esq.

Brian D.  Lewandowski, Esq.

Morrison & Foerster LLP

370 17th Street, Suite 5200

Denver, CO  80202

(303) 592-1500

 

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered		Amount to be registered		Proposed maximum offering price per unit		Proposed maximum aggregate offering price (1)			Amount of registration fee
Prosper Borrower Payment Dependent Notes		—		—		$	250,000,000		$		(2)
Open Market Borrower Payment Dependent Notes						$	250,000,000

(1)  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

 

(2)  The registration fee on the proposed maximum aggregate offering price of $500 million of securities was previously paid in connection with the registrant’s filing of its Registration Statement on Form S-1 with the Securities and Exchange Commission on October 30, 2007.

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

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The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED APRIL 14, 2009

 

 

$250,000,000 Prosper Borrower Payment Dependent Notes

$250,000,000 Open Market Borrower Payment Dependent Notes

 

This is a public offering to lender members of Prosper Marketplace, Inc., or Prosper, of up to $250,000,000 in principal amount of Prosper Borrower Payment Dependent Notes, or “Prosper Borrower Notes,” and up to $250,000,000 in principal amount of Open Market Borrower Payment Dependent Notes, or “Prosper Open Market Notes” issued by Prosper.  The Prosper Borrower Notes and the Prosper Open Market Notes are collectively referred to as the “Notes” in this Prospectus.

 

We will issue the Notes in a series, with each series of Notes dependent for payment on payments we receive on a specific borrower loan described in a listing posted on our peer-to-peer online credit auction platform, which we refer to as our “platform.”  Two types of listings appear on our platform:  (1) listings posted by individual consumer members of Prosper requesting individual consumer loans, which we refer to as “Prosper borrower loans,” and (2) listings posted by financial institutions registered with Prosper setting forth the terms of existing loans and retail installment sale contracts owned by the financial institutions and offered for sale to Prosper, which we refer to collectively as “open market loans.”  The Prosper Borrower Notes are dependent for payment on Prosper borrower loans, and the Prosper Open Market Notes are dependent for payment on open market loans.

 

Important terms of the Notes include the following, each of which is described in detail in this prospectus:

 

·                  Our obligation to make payments on a Note will be limited to an amount equal to the lender member’s pro rata share of amounts we receive with respect to the corresponding borrower loan for that Note, net of any servicing fees.  We do not guarantee payment of the Notes or the corresponding borrower loans.

 

·                  The Notes are special, limited obligations of Prosper only and are not obligations of the borrowers under the corresponding borrower loans, or of the financial institutions that offer to sell open market loans on our platform.

 

·                  The Prosper Borrower Notes will bear interest from the date of issuance, have a fixed rate, be payable monthly and have an initial maturity of three years from issuance, which we may change from time to time.

 

·                  The Prosper Open Market Notes will bear interest from the date of issuance, have a fixed rate, be fully amortizing and have an initial maturity of at least three months.

 

·                  A lender member’s recourse will be extremely limited in the event that borrower information is inaccurate for any reason.

 

We will offer Notes to our lender members at 100% of their principal amount.  The Notes will be offered only through our website, and there will be no underwriters or underwriting discounts.

 

The Notes will be issued in electronic form only and will not be listed on any securities exchange.  The Notes will not be transferable except through the Folio Investing Note Trader platform, or the “Note Trader Platform,” operated and maintained by FOLIOfn Investments, Inc., a registered broker-dealer.  There can be no assurance, however, that a market for Notes will develop on the Note Trader platform.  Therefore, lender members must be prepared to hold their Notes to maturity.

 

This offering is highly speculative and the Notes involve a high degree of risk.  Investing in the Notes should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” on page 24.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

 

The date of this prospectus is April     , 2009

 

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PROSPECTUS SUMMARY

 

This summary highlights information contained elsewhere in this prospectus.  You should read the following summary together with the more detailed information appearing in this prospectus, including our financial statements and related notes, and the risk factors beginning on page 24, before deciding whether to purchase our Notes.

 

Prosper provides a peer-to-peer online credit auction platform, which we refer to as our “platform,” that enables its borrower members to borrow money, its financial institution members who own existing loans and retail installment sale contracts to list those loans and contracts for sale, and its lender members to purchase Notes issued by Prosper, the proceeds of which facilitate the funding or sale of specific loans made to borrowers.

 

About the Platform

 

Our platform is an online auction-style marketplace that permits our lender members to bid on listings and purchase from Prosper Notes that are dependent for payment on payments we receive on the corresponding borrower loans described in the listing.  Two types of listings appear on our platform: (1) listings posted by individual consumer members of Prosper requesting individual consumer loans, which we refer to as “Prosper borrower listings” and “Prosper borrower loans,” respectively and (2) listings posted by financial institutions registered with Prosper setting forth the terms of existing loans and retail installment sale contracts owned by the financial institutions and offered for sale to Prosper, which we collectively refer to as “open market listings” and “open market loans,” respectively.  We refer to borrowers on both Prosper borrower loans and open market loans as “borrowers” and both Prosper borrower loans and open market loans as “borrower loans.”  We refer to the financial institutions, which may include commercial banks, savings banks, consumer finance companies and other types of financing entities, registered with Prosper and eligible to list open market loans for sale on our platform, as “loan sellers.”

 

Each listing sets forth the desired loan amount, maximum offered interest rate and corresponding yield percentage, or the minimum sale price and corresponding yield percentage, and other information including but not limited to the Prosper Rating and estimated loss rate for the listing, debt-to-income ratio, and certain credit information from the borrower’s credit report.  Prosper borrower listings will show the borrower’s numerical credit score range, as well as the borrower’s self-reported annual income range, occupation and employment status, and the borrower’s group affiliation, if any.  Prosper borrower listings may include photos and the borrower’s narrative description of why the loan is being requested, and of the borrower’s financial situation. Open market listings set forth a description of the loan or conditional sale contract being offered for sale, including the collateral, if any, securing the borrower loan, and certain credit, income and employment information about the borrower.  Prosper borrower members are identified by a Prosper screen name but are not able to disclose in listings their identity or contact information to lenders.  Listings are displayed publicly on our platform, although certain information is only viewable by registered lender members.

 

Each listing will be assigned a proprietary credit rating by Prosper, referred to as the “Prosper Rating.”  The Prosper Rating is a letter that indicates the level of risk associated with a listing and corresponds to an estimated average annualized loss rate range for the listing.  There are currently seven Prosper Ratings, represented by seven letter scores, but this, as well as the loss ranges associated with each, may change over time as the marketplace dictates.  For Prosper borrower listings, the Prosper Rating will be derived from two scores:  a consumer reporting agency score and an in-house custom score calculated using the historical performance of previous Prosper borrower loans with similar characteristics.  We will use these two scores to determine an estimated loss rate for each listing, which correlates to a Prosper Rating.  For open market listings, the loan seller will provide us with a loss rate on the type of loan being offered for sale, and we will translate the loss rate to a Prosper Rating.  This new rating system allows Prosper to maintain consistency when assigning a rating to a listing regardless of loan seller, type of credit score used or type of loan being offered for sale.  See “About the Platform” for more information.

 

The Notes.  Our lender members will have the opportunity to buy either of the following Notes issued by Prosper:  (1) Prosper Borrower Payment Dependent Notes, which are dependent for payment on payments we receive on a Prosper borrower loan, which we refer to as “Prosper Borrower Notes” and (2) Open Market Borrower Payment Dependent Notes, which are dependent for payment on payments we receive on an open market loan , which we refer to as “Prosper Open Market Notes.”

 

Lender members access our platform and, by bidding, make purchase commitments for Notes that are dependent for payment on payments we receive on the corresponding borrower loan for that series and the minimum yield percentage they are willing to receive. By making a bid on a listing, a lender member is committing to purchase from Prosper a Note in the principal amount of the lender’s winning bid.  The lender members who purchase the Notes will designate that the sale proceeds be applied to facilitate the funding or

 

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sale of the corresponding borrower loan listed on our platform.  The Notes will be special, limited obligations of Prosper only and not obligations of any borrower.

 

The Notes are unsecured and holders of the Notes do not have a security interest in the corresponding borrower loans or the proceeds of those corresponding borrower loans—even though, in the case of open market loans, the corresponding open market loan may be secured by personal property.  If Prosper were to become subject to a bankruptcy or similar proceeding, the holder of a Note would generally have a general unsecured claim against Prosper that may or may not be limited in recovery to such borrower payments.  To limit the risk of Prosper’s insolvency, Prosper will grant the trustee under the indenture for the Notes, referred to as the “indenture trustee,” a security interest in Prosper’s right to payment under, and all proceeds received by Prosper on, the corresponding borrower loans and in the bank account in which the borrower loan payments are deposited.  The indenture trustee may exercise its legal rights to the collateral only if an event of default has occurred under the indenture.  See “Risk Factors—Risks Related to Prosper, Our Platform and Our Ability to Service the Notes.”

 

Prosper will pay principal and interest on each series of Notes in an amount equal to each such Note’s pro rata portion of the principal and interest payments, if any, Prosper receives on the corresponding borrower loan, net of Prosper’s servicing fee of 1% for Prosper Borrower Notes and 0.5% for Prosper Open Market Notes.  In addition, the loan seller of open market loans charges a servicing fee, which is deducted from principal and interest payments it receives on the open market loans.  Prosper will also pay to lender members any other amounts Prosper receives on each corresponding borrower loan, including late fees and prepayments, subject to the servicing fee, except that Prosper will not pay to lender members any non-sufficient funds fees for failed borrower payments or collection fees we, a loan seller or a third-party collection agency charge.  In addition, late fees may be retained by the loan seller servicing the open market loan.

 

Under the lender member registration agreement, in the event of a material default under a series of Notes that is due to verifiable identity theft of the named borrower’s identity, Prosper will repurchase the Notes from the lender members. In the event we breach any of our other representations and warranties in the lender member registration agreement, and such breach materially and adversely effects a series of Notes, we will either indemnify the lender members, repurchase that series of Notes or cure the breach.  See “About the Platform—Prosper’s Note Repurchase and Indemnification Obligations.”  See “About the Platform—Prosper’s Note Repurchase and Indemnification Obligations.”

 

Prosper Borrower Loans.  Our platform allows our borrower members to request loans by posting listings on the platform indicating a requested loan amount and the maximum interest rate they are willing to pay.  All Prosper borrower loans are unsecured obligations of individual Prosper borrower members with a fixed interest rate and a loan term currently set at three years, which Prosper anticipates extending in the near future to between three months to seven years. All Prosper borrower loans will have specified minimum and maximum principal amounts (currently between $1,000 to $25,000).  Lender members may access our platform and bid by indicating a minimum yield percentage that they are willing to accept. If at the end of the auction bidding period the listing receives bids totaling the loan amount requested by the borrower member, a loan will be made to the borrower at the interest rate determined from the auction bidding process.

 

All Prosper borrower loans will be funded by WebBank, a Federal Deposit Insurance Corporation (“FDIC”) insured, Utah-chartered industrial bank.  After funding a loan, WebBank sells and assigns the loan to Prosper, without recourse to WebBank, in exchange for the principal amount of the borrower loan.  The final yield percentage determined from the auction bidding process is the interest rate that will be set forth in the Prosper Borrower Note corresponding to the Prosper borrower loan.  WebBank has no obligation to purchasers of the Notes.  For all Prosper borrower loans, Prosper verifies the borrower member’s identity against data from consumer reporting agencies and other identity and anti-fraud verification databases. Prosper borrower listings are posted without our obtaining any documentation of the borrower’s ability to afford the loan.  In limited instances, we verify the income, employment, occupation or other information provided by Prosper borrower members in listings.  This verification is normally done after the listing has been created and bidding has ended, but before the loan is funded, and therefore the results of our verification are not reflected in the Prosper borrower listings.  Prosper borrower loans will be serviced by Prosper.  As of December 31, 2008, 5,753 Prosper borrower loans have entered collection proceedings.  Of these Prosper borrower loans, 27.5% have been greater than 15 days past due at any one time; 23.5% have been greater than 30 days past due at any one time; and borrower members under 277 Prosper borrower loans have failed to make a single payment.  See “About the Platform.”

 

Open Market Loans.  Our platform permits loan sellers to offer open market loans for sale by posting listings on the platform indicating an initial sale price of the loan and the yield percentage that corresponds to the sale price.  Open market loans have a fixed interest rate, maturities of at least three months and may be unsecured or secured by personal property.  Open market loans are existing loans that are owned by the loan seller that posted the listing, whether or not such loan seller originally made the loan.  Open market loans may include existing consumer loans or retail installment sale contracts as well as small business loans, where the

 

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borrower is a business entity, not an individual (although one or more individuals may be a guarantor of the loan).  Open market loans will be serviced, both before and after any default, by the loan seller.  In servicing open market loans the loan seller is contractually obligated to use commercially reasonable efforts to service and collect the loans in accordance with industry standards customary for loans of the same general type and character as the open market loans.

 

Lender members may bid on open market listings by indicating a minimum yield percentage that they are willing to accept.  The initial sale price set be the loan seller may be equal to, greater than or less than the outstanding balance of the open market loan listed for sale.  Similarly, the initial yield percentage may be equal to, greater than or less than the interest rate the borrower is obligated to pay on the open market loan listed for sale.  The sale price and the yield are inversely related.  As the yield is bid down, the sale price for the loan will increase.  Prosper’s bidding algorithm will take this into account, so if the current yield on a listing decreases as a result of bidding by lender members, the sale price will increase to an amount sufficient to produce the new yield, and additional bids will be allowed in to be applied toward the incremental increase in the sale price.

 

At the close of the auction bidding period, if the listing receives bids totaling the sale price of the open market loan at the winning yield percentage, the loan seller sells and assigns the loan to Prosper, without recourse to the loan seller, in exchange for the sale price of the open market loan as determined by the auction bidding process.  The final yield percentage determined from the auction bidding process is the interest rate that will be set forth in the Prosper Open Market Note corresponding to the open market loan described in the listing.  Loan sellers offering open market loans for sale on the platform have no obligation to purchasers of the Notes.  Prosper Open Market Notes are not obligations of the borrowers on the open market loans, or of the loan sellers offering to sell open market loans on the platform.  We will not verify the information provided by loan sellers in open market listings but will represent and warrant to the holders of Prosper Open Market Notes that the loan seller has made commercially reasonable efforts to authenticate and verify the identity of the borrower under the corresponding open market loan.  Prosper will also perform a due diligence review on each loan seller prior to permitting the loan seller to list open market loans for sale on the platform.  See “About the Platform.”

 

Lender Member Portfolio Plans.  Lender members may bid by creating a “portfolio plan” indicating the aggregate amount of funds to be bid on listings that meet specified criteria, including the maximum amount that may be bid on one listing, the type of listing, the minimum yield percentage the lender member is willing to receive and the specific borrower or loan criteria, such as the Prosper Rating, estimated loss rate, credit characteristics, group affiliation or debt-to-income ratio.  Lender members may have more than one portfolio plan in place at once and may make manual bids while one or more portfolio plans are in place.  See “About the Platform—How to Bid to Purchase Notes.”

 

Corporate Information

 

We were incorporated in the State of Delaware in March 2005, and our principal executive offices are located at 111 Sutter Street, 22nd Floor, San Francisco, California 94104.  Prosper’s telephone number at this location is (415) 593-5400.  Prosper’s website address is www.prosper.com.  The information contained on our website is not incorporated by reference into this prospectus.

 

From the launch of our platform in February of 2006 until October 16, 2008, the operation of our platform differed from the structure described in this prospectus, and we did not offer Notes.  Instead, our platform allowed lender members to purchase, and take assignment of, borrower loans directly.  Under that structure the borrower loans were evidenced by individual promissory notes in the amount of each lender member’s winning bid, which notes were thereafter sold and assigned to each lender member with a winning bid, subject to our right to service the borrower loans.  In addition, we previously assigned one of seven letter credit grades based on the borrower’s credit score and displayed the borrower’s credit grade in the listing posted on our platform.  On the effective date of this prospectus, however, each listing will be assigned a Prosper Rating.  For Prosper borrower listings, the Prosper Rating will be derived from two scores:  a consumer reporting agency score and an in-house custom score calculated using the historical performance of previous Prosper borrower loans with similar characteristics.  For open market listings, the loan seller will provide us with a loss rate on the type of loan being offered for sale, and we will translate the loss rate to a Prosper Rating.

 

From October 16, 2008 until the date of this prospectus, we did not offer lender members the opportunity to make any purchases on our platform.  During this time, we also did not accept new lender registrations or allow new loan purchase commitments from existing lender members.  We continued to service all borrower loans originated on the platform on or before October 16, 2008, and lender members have been able to access their accounts, monitor their borrower loans and withdraw available funds without charges.  We also limited the borrowing side of our platform during this period.  Borrowers could still request loans, but those loan requests were forwarded to companies that had a pre-existing relationship with Prosper that could make or facilitate a loan to the borrower.

 

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THE OFFERING

 

Issuer		Prosper Marketplace, Inc.
Securities offered		Prosper Borrower Payment Dependent Notes, or “Prosper Borrower Notes,” issued in series, with each series dependent for payment on payments Prosper receives on a specific Prosper borrower loan.   Open Market Borrower Payment Dependent Notes, or “Prosper Open Market Notes,” issued in series, with each series dependent for payment on a specific open market loan. The Prosper Open Market Notes and the Prosper Borrower Notes are collectively referred to as the “Notes.”
Offering price		100% of principal amount of each Note.
Initial maturity date		Prosper Borrower Notes. Maturities currently are for three years and match the maturity date of the corresponding Prosper borrower loan. Prosper anticipates in the near future extending available loan terms to between three months to seven years at which time the Prosper Borrower Notes will have terms between three months to seven years.
		Prosper Open Market Notes. Open market loans have maturities of at least three months and match the remaining term of the corresponding open market loan.
Final maturity date/ Extension of maturity date		The final maturity date of each Note is the date that is one year after the initial maturity date. Each Note will mature on the initial maturity date, unless any principal or interest payments in respect of the corresponding borrower loan remain due and payable to Prosper upon the initial maturity date, in which case the maturity of the Note will be automatically extended to the final maturity date. If there are any amounts under the corresponding borrower loan still due and owing to us after the final maturity date, we will have no further obligation to make payments on the Notes of the series even if we receive payments on the corresponding borrower loan after the final maturity date. However, because we or the loan seller may, in our sole discretion and subject to our servicing standard, amend, modify, sell to a third-party debt purchaser or charge-off the borrower loan at any time after the 31st day of its delinquency, and we generally will charge-off a loan after it becomes more than 120 days past due, a borrower loan may never reach the final maturity date.
Interest rate		Prosper Borrower Notes. Each series of Prosper Borrower Notes will have a stated, fixed interest rate equal to its yield percentage determined through the auction bidding process, which is the interest rate for the corresponding borrower loan, net of servicing fees.   Prosper Open Market Notes. Each series of Prosper Open Market Notes will have a stated, fixed interest rate equal to its yield percentage determined through the auction bidding process, which is the interest rate for the corresponding borrower loan, net of servicing fees.
Setting interest rate for Prosper Borrower Notes		Interest rates vary among the Prosper Borrower Notes, but each series of Notes that corresponds to a single Prosper borrower loan will have the same interest rate. Interest rates borrowers pay and the interest rates set forth in Prosper Borrower Notes are determined in an auction format. Prosper borrower members list the maximum interest rate they are willing to pay. The listings also display the yield percentage, which is the lender member’s effective yield, net of servicing fees. Lender members bid a minimum yield percentage they are willing to accept through the auction format discussed above. If by the end of the auction bidding period a listing receives purchase commitments in an aggregate amount equal to the corresponding Prosper borrower loan being requested, then the interest rate is fixed for the term of the Notes at the minimum yield percentage acceptable to all lender members who are the winning bidders for the Prosper Borrower Notes. To the extent there are multiple bids at the same yield percentage in an aggregate amount in excess of the

 

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		requested loan amount, the bids placed earliest in time take precedence over later bids. The final yield percentage is determined at the end of a seven-day auction bidding period, but Prosper borrower members may elect to end the listing at any time after the listing receives bids totaling the requested loan amount. Prosper borrower members may also elect to forego the potential benefits of continued auction bidding and designate their listing for “automatic funding,” in which case the bidding period will end automatically as soon as the listing receives bids totaling the amount requested in the listing, and the interest rate on the Prosper Borrower Notes will be fixed at the minimum yield percentage acceptable to all lender members who are winning bidders. See “About the Platform—How to Bid to Purchase Notes.”
Setting Interest Rate for Prosper Open Market Notes		Interest rates vary among the Prosper Open Market Notes, but each series of Notes that corresponds to a single open market loan will have the same interest rate. Interest rates set forth in Prosper Open Market Notes are determined in an auction format. Loan sellers list the sale price for the open market loan and the yield percentage that corresponds to the sale price, the remaining principal balance of the loan and the interest rate the borrower is obligated to pay on the loan. The actual bidding process focuses on the projected “yield to maturity” of the remaining payments of the open market loan. Lender members bid a minimum yield percentage that they are willing to accept through the auction format discussed above. The final yield is the minimum yield for which there is sufficient participation among bidders to accommodate the final sale price at the end of the auction period. To the extent there are multiple bids at the same yield percentage in an aggregate amount in excess of the sale price, the bids placed earliest in time take precedence over later bids. As the yield is bid down, the sale price for the loan will increase. Prosper’s bidding algorithm will take this into account, so as the current yield percentage on a listing decreases, the sale price will increase to an amount sufficient to produce the new yield percentage, and additional bids will be allowed in to be applied toward the incremental increase in the sale price. See “About the Platform—How to Bid to Purchase Notes.”
Payments on the Notes		We will pay principal and interest on any Note a lender member purchases in an amount equal to the lender member’s pro rata portion of the principal and interest payments, if any, we receive on the corresponding borrower loan, net of servicing fees and other charges. See “—Servicing Fees and Other Charges.” Each Note will provide for monthly payments over a term equal to the corresponding borrower loan. On Prosper Borrower Notes the payment dates will fall on the sixth day after the due date for each installment of principal and interest on the corresponding borrower loan. On Prosper Open Market Notes the payment dates will fall on the sixteenth (16th) day of each month. See “Summary of Material Agreements—Indenture as Form of Notes” for more information.
Prosper borrower loans		Lender members will designate Prosper to apply the proceeds from the sale of each series of Prosper Borrower Notes to the purchase of a corresponding Prosper borrower loan of an individual consumer who is a Prosper borrower member.   Each Prosper borrower loan is a fully amortizing consumer loan made by WebBank to an individual Prosper borrower member. Prosper borrower loans currently have a term of three years, but Prosper anticipates in the near future extending available loan terms to between three months to seven years. Prosper borrower members may request loans within specified minimum and maximum principal amounts (currently between $1,000 and $25,000), which are subject to change from time to time. WebBank subsequently assigns the borrower loan to Prosper without recourse to WebBank in exchange for the principal amount of the borrower loan. Prosper borrower loans are repayable in monthly installments and are unsecured and unsubordinated. Prosper borrower loans may be repaid at any time by Prosper borrower members without prepayment penalty. Prosper verifies the borrower member’s identity against data from consumer reporting agencies and other identity and anti-fraud verification databases. Prosper borrower listings are posted without our obtaining any documentation of the borrower member’s ability to afford the loan. In limited instances,

 

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		interest in Prosper’s right to payment under, and all proceeds received by Prosper on, the corresponding borrower loans and in the bank account in which the borrower loan payments are deposited. The indenture trustee may exercise its legal rights to the collateral only if an event of default has occurred under the indenture. Only the indenture trustee, not the holders of the Notes, will have a security interest in the above collateral. See “Risk Factors—Risks Related to Prosper, Our Platform and Our Ability to Service the Notes” for more information.
Servicing fees and Other Charges		We receive a servicing fee equal to an annualized rate of 1.0% for Prosper Borrower Notes, and 0.5% for Prosper Open Market Notes, of the outstanding principal balance of the corresponding borrower loan, which we deduct from each lender member’s share of the borrower loan payments. In addition, the loan seller of the open market loans charges a servicing fee at an annualized rate, which will vary depending on the particular loan seller and loan type, but in all instances will be added to Prosper’s servicing fee and the total servicing fee will be deducted from principal and interest payments received on the open market loan. Listings set forth the servicing fee charged by Prosper and, if applicable, the loan seller. Because servicing fees reduce the effective yield to lenders, the yield percentage displayed in listings, which is the rate lenders must bid, is net of servicing fees.   Any non-sufficient fund fees charged to a borrower’s account will be retained by Prosper or the loan seller as additional servicing compensation. If a borrower loan enters collection, we, the loan seller or the collection agency will charge a collection fee of between 15% and 30% of any amounts that are obtained, in addition to any legal fees incurred in the collection effort. The collection fee will vary dependent upon the collection agency used. The collection fees charged by the various collection agencies can be accessed through a hyperlink on the bidding page on our platform. These fees will correspondingly reduce the amounts of any payments lender members receive on the Notes and are not reflected in the yield percentage displayed in listings.   We will pay you any late fees we receive on Prosper borrower loans. Late fees received by loan sellers on open market loans may be retained by the loan seller servicing the open market loan, depending on the particular loan seller’s servicing guidelines, which will be set forth in the description of the loan seller displayed on the Prosper website.
Use of proceeds		We will use the proceeds of each series of Notes to purchase the corresponding borrower loan obtained by the Prosper borrower member or sold by a loan seller on our platform.
Electronic form and transferability		The Notes will be issued in electronic form only and will not be listed on any securities exchange. The Notes will not be transferable except through the Folio Investing Note Trader platform operated and maintained by FOLIOfn Investments, Inc., a registered broker-dealer.   There can be no assurance, however, that a market for Notes will develop on the Note Trader platform. Therefore, lender members must be prepared to hold their Notes to maturity. See “About the Platform—Note Trader Platform” for more information.

 

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QUESTIONS AND ANSWERS

 

Q:     Who is Prosper?

 

A:     Prosper provides a peer-to-peer online credit auction platform that enables its borrower members to borrow money, its loan seller members to sell open market loans, and its lender members to purchase Notes issued by Prosper, the proceeds of which facilitate the funding or sale of specific loans made to borrowers.

 

Q:     What is our platform?

 

A:     Our platform is an online auction-style marketplace that permits our lender members to bid on listings and purchase from Prosper Notes that are dependent for payment on payments we receive on the corresponding borrower loans described in the listings.  Two types of listings appear on our platform: (1) listings posted by individual consumer members of Prosper requesting individual consumer loans, which we refer to as “Prosper borrower listings” and “Prosper borrower loans,” respectively; and (2) listings posted by financial institutions registered with Prosper setting forth the terms of existing loans and retail installment sale contracts owned by the financial institutions and offered for sale to Prosper, which we collectively refer to as “open market listings” and “open market loans,” respectively.  We refer to the financial institutions, which may include commercial banks, savings banks, consumer finance companies and other types of financing entities, registered with Prosper and eligible to list open market loans for sale on our platform, as “loan sellers.”  Each listing sets forth the desired loan amount or sale price, borrower interest rate, yield percentage, and other information including but not limited to the Prosper Rating and estimated loss rate for the listing, debt-to-income ratio, and certain credit information from the borrower’s credit report.  Prosper borrower listings will show the borrower’s numerical credit score range, as well as the borrower’s self-reported annual income range, occupation and employment status, and the borrower’s group affiliation, if any.  Open market listings set forth a description of the loan or conditional sale contract being offered for sale, including the collateral, if any, securing the borrower loan, and certain credit, income and employment information about the borrower.  Prosper borrower members are identified by a Prosper screen name but are not able to disclose in listings their identity or contact information to lenders.  Listings are displayed publicly on our platform, although certain information is only viewable by registered lender members.

 

Q:     Who is WebBank?

 

A:     WebBank is an FDIC-insured Utah-chartered industrial bank that is authorized or permitted to make loans in the states where Prosper borrower members reside, and makes all Prosper borrower loans originated through our platform.

 

Q:     Who are loan sellers?

 

A:     We refer to the financial institutions, which may include commercial banks, savings banks, consumer finance companies and other types of financing entities, registered with Prosper and eligible to list open market loans for sale on our platform, as “loan sellers.”

 

Q:     What is a Prosper borrower listing?

 

A:     A Prosper borrower listing is a request by a Prosper borrower member for a Prosper borrower loan in a specified amount, at an interest rate equal to the maximum interest rate set forth in the listing, and the yield percentage, which is the lender member’s effective yield, net of servicing fees.  In addition to the Prosper borrower’s requested loan amount and maximum interest rate, listings will show the Prosper Rating and estimated loss rate for the listing, and will also show the borrower’s numerical credit score range, as well as the debt-to-income ratio, summary information from the borrower’s credit report, and self-reported occupation, employment status and range of income, and may include photos and the borrower’s narrative description of why the loan is being requested, and of the borrower’s financial situation.  Prosper borrower listings may also contain questions asked by lender members about the listing and the borrower member’s response to the questions.  Prosper borrower listings may only be created by individuals registered as borrowers on our platform.  Prosper borrower listings are displayed publicly on our platform, although certain information is only viewable by registered lender members.  The specific numerical credit score received from the credit reporting agency is not displayed or disclosed to anyone (including the borrower).

 

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Q:     What is an open market listing?

 

A:     An open market listing is a listing posted by a loan seller on our platform that describes an existing loan or conditional sale contract owned by the loan seller upon which a series of Prosper Open Market Notes will be dependent for payment.  Open market listings display the sale price for the open market loan, the yield percentage that corresponds to the sale price, the remaining principal balance of the loan and the interest rate the borrower is obligated to pay on the loan.  The listing will describe the open market loan being offered for sale, including the name of the loan seller, the loan type, the origination date, remaining loan term, payment frequency and payment amount.  Listings in the open market will also show the Prosper Rating and estimated loss rate for the listing, and the borrower’s credit score range and credit, employment and income attributes at origination, if available and as provided by the loan seller. The borrower’s current credit score range may also be displayed.  The Prosper Rating in open market listings is based on the estimated loan loss rate as of the time the open market loan was originated and is provided by the loan seller.  The loan seller’s estimated loss rate is based on the historical performance of loans with similar characteristics. In addition, open market listings set forth the servicing fee payable to the loan seller and to Prosper under the loan.  Finally, the open market listing will contain information regarding the status of the loan, including the current balance, a history of timeliness of payments to date and maturity date for the loan.  Open market listings are formatted into a listing similar in design to Prosper borrower listings, but with additional information that will make these listings easily identifiable.

 

Q:     How do open market listings differ from Prosper borrower listings?

 

A:     Open market loans have been underwritten by the credit standards of the loan seller, and all borrower information set forth in the open market listing, including the expected loss rates, are supplied by the loan seller to Prosper.  We do not verify the information provided by loan sellers in open market listings, including the identity of the borrower, but represent and warrant to the holders of Prosper Open Market Notes that the loan seller has made commercially reasonable efforts to authenticate and verify the identity of the borrower under the corresponding open market loan.

 

On open market listings, the Prosper Rating and credit details of the borrower represent the borrower’s credit as of the time the open market loan was originated, not at the time the open market listing is posted on our platform.  Accordingly, much of the borrower’s credit information could be outdated, although the borrower’s current credit score range at the time of the listing may be displayed in certain open market listings.

 

In determining the Prosper Rating for open market loans, Prosper will rely on projected loss rates supplied by the loan seller.  Prosper believes that the loan sellers will likely have a sufficient loan repayment history to make meaningful estimated loss projections. If they do not, the loan seller will determine a projected loss rate using historical loss rates for credit obligations similar to the loan being offered for sale, based on comparable portfolios or from nationwide loss rate information from consumer reporting agencies.

 

Q:     What are Prosper borrower loans?

 

A:     Prosper borrower loans are unsecured obligations of individual borrower members with an interest rate determined in an auction format.  Prosper borrower loans currently have a term of three years, but Prosper anticipates in the near future extending available loan terms to between three months to seven years.  Each Prosper borrower loan is originated through our platform, funded by WebBank and sold and assigned to Prosper after it is made in exchange for the principal amount of the corresponding borrower loan.  Prosper borrower members may request loans within specified minimum and maximum principal amounts, currently between $1,000 and $25,000.  Prosper borrower loans are repayable in monthly installments and are unsecured and unsubordinated.  Prosper borrower loans may be repaid at any time by Prosper borrower members without prepayment penalty.  A Prosper borrower loan will be made to a borrower member only if the borrower’s listing has received bids totaling the full amount of the requested loan.

 

Q:     What are open market loans?

 

A:     Open market loans described in open market listings are existing loans that are owned by the loan seller that posted the listing, whether or not such loan seller originally made the loan, and may include secured or unsecured loans.  Open market loans may include existing consumer loans or retail installment sale contracts as well as small business loans, where the borrower is a business entity, not an individual (although one or more individuals may be a guarantor of the loan).  Once approved by Prosper, loan sellers can offer to sell loans involving borrowers of any level of creditworthiness, including non-prime and sub-prime

 

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borrowers.  All open market loans listed on the platform must be current and must have fixed (as opposed to adjustable) interest rates, and must have maturities of three months or more. Open market loans may include secured or unsecured loans, but may not include real estate secured loans at this time.  Open market loans may have outstanding principal amounts in excess of the maximum amount a borrower member may request on the platform, and may be repayable more or less frequently than monthly, and may or may not allow the borrower to prepay the loan without prepayment penalty.  Each open market loan will have a fixed interest rate and maturities of at least three months.  All open market loans are sold and assigned by the loan seller to Prosper, without recourse to the loan seller, at the end of the auction bidding period, if successful.  Open market loans will be serviced, both before and after default, by the loan seller.  Our loan purchase agreement with the loan seller may provide that we have the right, in our discretion, to take over servicing in the event of the loan seller’s default on its servicing obligations.

 

Q:     Do lender members make loans directly to Prosper borrower members or purchase open market loans directly from loan sellers?

 

A:     No. Lender members do not make loans directly to Prosper borrower members or purchase open market loans directly from loan sellers.  Instead, lender members purchase Notes issued by Prosper, the proceeds of which are designated by the lender members who purchase the Notes to facilitate the funding or sale of the borrower loan described in the listing.  We use all proceeds we receive from issuances of the Notes to purchase the corresponding borrower loans.  Even though lender members do not make loans directly to Prosper borrower members, or purchase loans directly from loan sellers, the lender members will nevertheless be wholly dependent on the borrowers for repayment of the Notes.  If a borrower defaults on the payment obligations under the borrower loan, Prosper will not have any obligation to make payments to the holders of Notes dependent for payment on that borrower loan.

 

Q:     Who are our lender members?

 

A:     Our lender members are individuals and institutions that have the opportunity to buy our Notes.  Lender members must register on our website.  During lender registration, potential lender members must agree to a credit profile authorization statement for identification purposes, a tax withholding statement and the terms and conditions of the Prosper website, and must enter into a lender member registration agreement with Prosper, which will govern the terms under which a lender member may purchase Notes from Prosper.

 

Q:     What is a bid?

 

A:     A bid on a listing is a lender member’s commitment to purchase a Note in the principal amount of the lender member’s bid.  A borrower loan will be made or purchased if the listing has received bids totaling the full amount of the requested loan or sale price.  Lender members “bid” the amount they are willing to commit to the purchase of a Note that is dependent for payment on payments we receive on the borrower loan described in the listing, and the minimum yield percentage the lender member is to receive.  The yield percentage displayed in listings is the lender member’s effective yield, net of servicing fees. Lenders must have funds in the amount of the bid in the Lender member’s funding account at the time the bid is made.  Currently, a bid may be between $50 and the full amount of the requested loan amount or sale price described in the listing.  Once a bid is placed, it is irrevocable, and during the time a bid is a “winning” bid on the listing, the amount of the bid is not permitted to be withdrawn from the lender member’s funding account.  Lender member bids become “winning” bids if such bids are in the group of bids for Notes that, in an aggregate, correspond to the requested loan amount or sale price of the corresponding borrower loan and are in the lowest yield percentage among all bids placed against the listing.

 

To the extent there are multiple bids at the same yield percentage in an aggregate amount in excess of the requested loan amount or sale price, the bids placed earliest in time take precedence over later bids.  When the total amount of all bids placed in the auction equals or exceeds the requested loan amount or initial sale price, further bids have to be placed at least 0.05% below the current winning yield percentage.  It is possible that only a portion of a lender member’s bid is winning on a listing.  Depending on the amount of the winning bids at the end of the auction period, there may be a winning bidder on a listing with a winning bid of less than $50.  There may be only one partial winning bidder.

 

Q:     How are interest rates and payments calculated on the Notes?

 

A:     The interest rate on a Borrower Payment Dependent Note is the rate determined by our platform’s auction bidding system for the borrower loan that corresponds to the Note.  The interest rate on a Prosper borrower loan is the minimum yield percentage for

 

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which there is sufficient participation among bidders, at the end of the auction period, to accommodate the requested loan amount set forth in the listing.  The final yield percentage determined from the auction bidding process on a listing is the interest rate that will be set forth in the Note corresponding to the borrower loan described in the listing.  The interest rate on a Prosper open market loan is the minimum yield for which there is sufficient participation among bidders to accommodate the final sale price at the end of the auction period.  Payments are in an amount sufficient to amortize the Note amount over the term of the Note at the interest rate set forth in the Note.

 

Q:     What is a Portfolio Plan?

 

A:     Lender members may bid by creating a “portfolio plan” indicating the aggregate amount of funds to be bid on listings that meet specified criteria, including the maximum amount that may be bid on one listing, the minimum yield percentage the lender member is willing to receive and the specific borrower or loan criteria such as the Prosper Rating, estimated loss rate or credit score range of borrowers, credit, income and employment characteristics, group affiliations or debt-to-income ratio.  Lender members may have more than one portfolio plan in place at once and may make manual bids while one or more portfolio plans are in place.

 

Q:     How does the bidding process work for Prosper borrower listings?

 

A:     A bid on a Prosper borrower listing is a lender member’s binding commitment to purchase a Prosper Borrower Payment Dependent Note in the principal amount of the lender member’s bid, should the listing receive bids totaling the full amount of the requested loan.  Lender members bid the amount they are willing to commit to purchase a Prosper Borrower Note dependent for payment on payments we receive on a borrower loan described in the listing, and the minimum yield percentage they are willing to receive.  A Prosper borrower loan will be not made unless the listing has received bids totaling the full amount of the requested borrower loan.  Servicing fees will reduce the effective yield on Prosper borrower loans below the interest rate the borrower member pays on the Prosper borrower loan.  The final yield percentage determined from the auction bidding process on a Prosper borrower listing is the interest rate that will be set forth in the Prosper Borrower Payment Dependent Note corresponding to the borrower loan requested in the Prosper borrower listing.

 

Q:     How does the bidding process differ for open market listings?

 

A:     The bidding process for open market listings focuses on the projected “yield to maturity” of the remaining payments of the loan.  The loan seller offering the loan for sale sets an initial sale price and an initial yield percentage.  The yield percentage is calculated as the internal rate of return of the anticipated cash flows, net of servicing fees assessed by Prosper and the loan seller,  assuming all loan payments are made as scheduled.  The initial sale price may be equal to, greater than or less than the outstanding balance of the loan being offered for sale.  Similarly, the initial yield percentage may be equal to, greater than or less than the interest rate the borrower is obligated to pay on the open market loan being offered for sale.  The sale price and the yield percentage are inversely related.  An open market loan sold at a higher price than the outstanding principal balance will result in a yield percentage lower than the borrower’s interest rate and means the loan was sold at a premium. An open market loan sold at a lower price than the outstanding principal balance will result in a yield percentage higher than the borrower’s interest rate (provided the lower price is low enough to offset the effect of the reduction in the effective yield resulting from the assessment of servicing fees) and means the loan was sold at a discount.

 

Lender members bid a minimum yield percentage that they are willing to accept.  The current yield percentage as set forth in an open market listing at any given time during the duration of the listing is the minimum yield percentage for which there is sufficient participation among bidders to accommodate any corresponding increase in the sale price.  The final yield percentage is the minimum yield percentage for which there is sufficient participation among bidders to accommodate the final sale price at the end of the auction period.  To the extent there are multiple bids at the same yield percentage in an aggregate amount in excess of the sale price, the bids placed earliest in time take precedence over later bids.  As the yield percentage is bid down, the sale price for the loan will increase.  Prosper’s bidding algorithm will take this into account, so as the current yield on a listing decreases, the sale price will increase to an amount sufficient to produce the new yield percentage, and additional bids will be allowed in to be applied toward the incremental increase in the sale price.

 

When bidding commences on the listing, a lender member may place a bid by specifying an amount to invest and the lowest estimated yield percentage the lender member is willing to receive.  If the total amount of all bids placed is less than the initial sale price, new bids can be placed at or below the initial yield percentage.  If the listing receives sufficient bids to match the sale price of a loan at the winning yield percentage prior to the end of the auction, once ended, Prosper will purchase that loan from

 

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the listing loan seller.  The final yield percentage determined from the auction bidding process on an open market listing is the interest rate that will be set forth in the Prosper Open Market Note corresponding to the open market loan described in the listing.

 

Q:     What are our Prosper Borrower Payment Dependent Notes?

 

A:     Our lender members may purchase Prosper Borrower Payment Dependent Notes, or “Prosper Borrower Notes,” from Prosper.  We will issue the Prosper Borrower Notes in a series, with each series dependent for payment on payments we receive on a specific Prosper borrower loan.  The proceeds of each series of Notes are used to purchase the corresponding Prosper borrower loan upon which that series of Notes is dependent for payment. Each series of Prosper Borrower Notes will have a stated interest rate equal to the final yield percentage as determined from the auction bidding process.  The interest rate on the Note will be lower than the interest rate on the corresponding Prosper borrower loan because the yield percentage takes into account Prosper’s servicing fees for servicing the corresponding Prosper borrower loan.  We will pay principal and interest on any Prosper Borrower Note in an amount equal to your pro rata portion of the principal and interest payments, if any, we receive on the corresponding Prosper borrower loan, net of our servicing fee of 1.0%.  We will also pay you any other amounts we receive on the Prosper borrower loans, including late fees and prepayments, subject to our servicing fee, if any, except that we will not pay you any non-sufficient funds fees or collection fees we or a third-party collection agency charge.  The Prosper Borrower Notes are special, limited obligations of Prosper only and not the borrowers.  The Prosper Borrower Notes will be unsecured and do not represent an ownership interest in the corresponding borrower loans.

 

Q:     What are our Open Market Borrower Payment Dependents Notes?

 

A:     Our lender members may purchase Open Market Borrower Payment Dependent Notes, or “Prosper Open Market Notes,” from Prosper.  We will issue the Prosper Open Market Notes in a series, with each series dependent for payment on payments we receive on a specific open market loan.  The proceeds of each series of Prosper Open Market Notes are used to purchase the corresponding open market loan upon which that series of Notes is dependent for payment.  Each series of Prosper Open Market Notes will have a stated interest rate equal to the final yield percentage as determined from the auction bidding process, which may be higher than or lower than the interest rate of the corresponding open market loan.  We will pay principal and interest on any Prosper Open Market Note in an amount equal to your pro rata portion of the principal and interest payments, if any, we receive on the corresponding open market loan, net of our servicing fee of 0.5% and the servicing fee charged by the loan seller servicing the open market loans. Servicing fees are deducted from principal and interest payments received on the open market loans.  We will also pay you any other amounts we receive from the loan seller on the open market loans, including late fees, if not retained by the loan seller, and prepayments, subject to servicing fees, except that we will not pay you any non-sufficient funds fees or collection fees we, the loan seller or a third-party collection agency charge.  The Notes are special, limited obligations of Prosper only and not the borrowers.  The Notes will be unsecured and do not represent an ownership interest in the corresponding borrower loans.

 

Q:     What are the material differences between Prosper Borrower Notes and Prosper Open Market Notes?

 

A:     Prosper Borrower Notes are dependent for payment on a Prosper borrower loan, whereas Prosper Open Market Notes are dependent for payment on an open market loan.  Prosper borrower loans are loans originated through our platform to a Prosper borrower member that get funded after the bidding auction period ends, whereas open market loans are loans that already exist and are being offered for sale on the platform.  All open market loans must be current and must have fixed (as opposed to adjustable) interest rates, and must have maturities of three months or more. Open market loans may include secured or unsecured loans, but may not include real estate secured loans at this time.  Because open market loans have already been funded and in most instances will have one or more payments made on the loan, as compared to Prosper Borrower Notes, Prosper Open Market Notes may have a significantly lower risk of identity theft or early payment default.

 

Unlike Prosper borrower loans, open market loans listed on our platform may be secured.  Although the open market loan upon which a Open Market Note is dependent for payment may be secured by personal property, the Prosper Open Market Notes will still be an unsecured obligation of Prosper.  The loan seller is obligated to forward to Prosper any amounts it receives on the open market loan, including net amounts received upon the sale of the collateral securing an open market loan, subject to its servicing fees.  The holders of the Prosper Open Market Notes, however, do not have any right to enforce the security interest themselves or to require that the loan seller do so.  Any recoveries based on the liquidation of the collateral by the loan seller, will likely limit your losses in the event of borrower default.

 

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Open market loans will be serviced, both before and after default, by the loan seller, although our loan purchase agreement with the loan seller may provide that we have the right, in our discretion, to take over servicing in the event of the loan seller’s default on its servicing obligations.  Prosper borrower loans will be serviced, both before and after default, by Prosper.

 

In addition to the above information, the holders of Prosper Open Market Notes may be exposed to risks different than those experienced by holders of Prosper Borrower Notes.  See “Risk Factors—Additional Risks for Prosper Open Market Notes.” for more information.

 

Q:     How are the Notes being offered?

 

A:     We are offering the Notes directly to lender members only through our website for a purchase price of 100% of the principal amount of the Notes.  We are not using any underwriters, and there will be no underwriting discounts.

 

Q:     Will I receive a certificate for my Notes?

 

A:     No. The Notes are issued only in electronic form.  This means that each Note will be stored on our website.  You can view a record of the Notes you own and the form of your Notes online and print copies for your records by visiting your secure, password-protected webpage in the “My Account” section of our website.

 

Q:     Will the Notes be listed on an exchange?

 

A:     No. The notes will not be listed on any securities exchange.

 

Q:     Will I be able to sell my Notes?

 

A:     The Notes will not be transferable except through the Note Trader platform operated and maintained by FOLIOfn Investments, Inc., a registered broker-dealer.  There can be no assurance, however, that a market for Notes will develop on the Note Trader platform.  Therefore, lender members must be prepared to hold their Notes to maturity.  See “About the Platform—Note Trader Platform” for more information.

 

Q:     Who are Prosper borrower members?

 

A:     Any natural person at least 18 years of age who is a U.S. resident in a state where loans through the platform are available, with a bank account and a social security number that has registered with Prosper and passed our anti-fraud and identity verification process may be a Prosper borrower member.  Prosper currently allows Prosper borrower members to post listings on our platform regardless of their income.  Prosper reserves the right to restrict access to our platform by setting minimum credit or other guidelines for borrowers.  Currently, a borrower must have a credit score of at least 640 (before October 16, 2008, the minimum was 520) in order to post a listing on our platform, except that the minimum is 600 for borrower members who (1) had previously obtained a Prosper loan and paid off the loan in full, or (2) are seeking a second loan and otherwise eligible for a second loan.  In the future, Prosper may allow borrowers with a credit score below 640 to post listings and obtain Prosper borrower as long as bids are made primarily from friends and family.

 

Q:     Does Prosper verify the listing information provided by Prosper borrower members?

 

A:     When a borrower registers on our platform, we obtain his or her social security number, state driver’s license or state identification card number and bank account information in an effort to verify the borrower’s identity against data from consumer reporting agencies and other identity and anti-fraud verification databases.  Except for our verification of the Prosper borrower member’s identity, Prosper borrower listings are posted without our obtaining any documentation of the borrower’s ability to afford the loan.  In limited instances, we verify the income, employment, occupation or other information provided by Prosper borrower members in listings.  This verification is normally done after the listing has been created and bidding has ended, but before the loan is funded, and therefore the results of our verification are not reflected in the Prosper borrower listings.

 

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Q:     Does Prosper verify the listing information provided by loan sellers for open market loans?

 

A:     The information in open market listings describing the borrower loan for sale is provided by the loan seller and is not verified by Prosper.  Prosper represents and warrants to the holders of each series of Notes, that the loan seller has made commercially reasonable efforts to authenticate and verify the identity of the borrower under the corresponding open market loan upon which a series of Notes is dependent for payment.

 

Q:     Are the Notes secured by any collateral?

 

A:     No. All Notes will be unsecured special, limited obligations of Prosper.  The Notes do not restrict Prosper’s incurrence of other indebtedness or the grant or imposition of liens or security interests on the assets of Prosper and holders of the Notes do not have a security interest in the corresponding borrower loan or the proceeds of that loan.  In addition, Prosper Open Market Notes will not be secured by any collateral, even if the corresponding open market loan is secured by personal property.  Any security interest under an open market loan will be held by Prosper.  In its master purchase agreement with Prosper, the loan seller will represent and warrant to Prosper that it has perfected its right to the collateral under a secured open market loan listed for sale on our platform.  In the event of a default under an open market loan, the loan seller, as servicer, would have the right to foreclose on the collateral securing the open market loan and is obligated to forward any proceeds from its collection efforts to Prosper, net of servicing fees and other charges.  The holders of the Prosper Open Market Notes do not have the right to take any action under the security interest or to require that Prosper or the loan seller take such action.

 

To limit the risk of Prosper’s insolvency, Prosper will grant the indenture trustee a security interest in Prosper’s right to payment under, and all proceeds received by Prosper on, the corresponding borrower loans and in the bank account in which the borrower loan payments are deposited.  The indenture trustee may exercise its legal rights to the collateral only if an event of default has occurred under the indenture.  Only the indenture trustee, not the holders of the Notes, will have a secured claim to the above collateral.

 

Q:     Who can be a lender member and place bids on our platform?

 

A:     Any natural person at least 18 years of age who is a U.S. resident with a bank account and a social security number or any institution with a taxpayer identification number can be a lender member and place bids on our platform.  In order to bid on a listing, a lender member must have funds on deposit in a Prosper funding account in at least the amount of the lender member’s bid.

 

Q:     Can any person list open market loans for sale on our platform?

 

A:     No. Prior to approving a loan seller to list loans for sale, Prosper undertakes a due diligence process of the candidate institution.  Our objective is to confirm that the information provided by the loan seller will accurately describe the loan being listed for sale, and to establish service level agreements and reports to monitor critical processes on an ongoing basis.  This monitoring process includes both monthly reports and periodic on-site audits.  During this process we review the credit quality, underwriting and loss expectation of the open market loans.  We also review the loan seller’s processes with respect to loan origination, chain of title, documentation, balance calculation, record keeping system, servicing and collections, dispute resolution and end-of-loan procedures.   A description of the loan seller is posted on the Prosper website for lender members to review.  See “About the Platform—Platform Listings.” Additional status information will be posted on the Prosper website periodically so that lender members can monitor the performance of open market loans sold by particular loan sellers.  The same information regarding the loan seller would appear for both loan sellers that originated the open market loans being offered for sale, and loan sellers that as aggregators of loans originated by other lenders.

 

Q:     Does Prosper or WebBank participate in the platform as a lender member?

 

A:     No, neither Prosper nor WebBank participates in our platform as a lender member.  The directors or executive officers of Prosper have in the past and may in the future participate in their individual capacities as lender members on our platform.  WebBank is the originating lender on all Prosper borrower loans made through our platform, and then sells and assigns the Prosper borrower loans to Prosper.

 

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Q:     Do lender members need to be licensed as a consumer lender or finance company?

 

A:     Our platform is designed and structured in a manner such that the activities performed by lender members on our platform do not trigger state lending or finance company licensing requirements.  States that have lending or finance company licensing laws normally require a lending license for persons who engage in the business of making loans.  All Prosper borrower loans originated on our platform are made by WebBank from WebBank’s own funds, and WebBank is the named lender on all promissory notes representing Prosper borrower loans.  Prosper performs its identity and anti-fraud verification process on all Prosper borrower loans and services the Prosper borrower loans.  WebBank is the originating lender and has authority to make Prosper borrower loans in all states where loans through the platform are available.  Persons who register as lender members do not lend money, but rather purchase Notes issued by Prosper.  The proceeds of the sale of Notes are not disbursed to borrowers.  See “Government Regulation—Regulation and Consumer Protection Laws” for more information and “Risk Factors—Risks Inherent in Investing in the Notes” for more information.

 

Q:     Can Prosper borrower members have more than one loan outstanding at any one time?

 

A:     Yes.  Prosper borrower members may have up to two Prosper borrower loans originated through the platform outstanding at any one time, provided that the aggregate outstanding principal balance of both Prosper borrower loans does not exceed the then-current maximum allowable loan amount for Prosper borrower loans (currently $25,000).  Currently, to be eligible to obtain a second Prosper borrower loan while an existing loan is outstanding, the Prosper borrower member must satisfy additional criteria.  See “About the Platform—Platform Participants, Registration Requirements and Minimum Credit Criteria,” for more information.

 

Q:     How much money can lender members bid on our platform?

 

A:     Our platform currently allows lender members to bid as little as $50 and as much as the full amount of any particular listing, up to an aggregate amount of $5,000,000 for individuals and $50,000,000 for institutions.

 

Q:     What is a Prosper Rating?

 

A:     Each listing will be assigned a proprietary credit rating by Prosper, referred to as the Prosper Rating.  The Prosper Rating is a letter that indicates the level of risk associated with a listing and corresponds to an estimated average annualized loss rate range for the listing.  There are currently seven Prosper Ratings, represented by seven letter scores, but this, as well as the loss ranges associated with each, may change over time as the marketplace dictates.  For Prosper borrower listings, the Prosper Rating will be derived from two scores:  a consumer reporting agency score and an in-house custom score calculated using the historical performance of previous Prosper borrower loans with similar characteristics.  The use of these two scores will determine an estimated loss rate for each listing, which correlates to a Prosper Rating.  For open market listings, the loan seller will provide us with a loss rate on the type of loan being offered for sale, and we will translate the loss rate to a Prosper Rating.  If the loan sellers do not have a sufficient loan repayment history to make meaningful estimated loss projections, the loan seller will determine a projected loss rate using historical loss rates for credit obligations similar to the one being offered for sale, based on comparable portfolios or from nationwide loss rate information from consumer reporting agencies. This new rating system will allow Prosper to maintain consistency when assigning a rating to the listing regardless of loan seller, type of credit score used or type of loan being offered for sale.  See “About the Platform—Prosper Rating Assigned to Listings,” for more information.

 

Q:     Under what circumstances is Prosper required to offer to repurchase the Notes or indemnify lender members?

 

A.      Under the lender registration agreement, in the event of a material default under a series of Prosper Borrower Notes and Prosper Open Market Notes due to verifiable identity theft of the named borrower’s identity, Prosper will repurchase the Notes and credit the lender members’ accounts with the remaining unpaid principal balance of the Notes.  The determination of whether verifiable identity theft has occurred is in our sole discretion.  In the event we breach any of our other representations and warranties in the lender member registration agreement, and such breach materially and adversely effects a series of Notes, we will either indemnify the lender members, repurchase the series of Notes or cure the breach.  The limited circumstances where this may occur include the failure of the corresponding borrower loan to comply at origination in material respects with applicable federal and state law or if the listing describing the Note contains a Prosper score different from the score calculated by Prosper for that listing, or Prosper incorrectly applied its formula to determine the Prosper score, resulting in a Prosper Rating different from the Prosper Rating that should have appeared in the listing. Prosper is not, however, under any obligation to cure, indemnify or repurchase a series of Notes because of the Prosper score or Prosper Rating for any other reason.  In addition, in the event the loan seller is required to repurchase an open market loan from Prosper under the terms of the master purchase agreement, upon our receipt of the repurchase price we will distribute the gross proceeds to the holders of the Notes dependent for payment on that open market loan.

 

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See “About the Platform—Prosper’s Note Repurchase and Indemnification Obligations.”

 

Q:     Why did Prosper revise its credit grading system?

 

A:     The goal of the new Prosper Rating system is to have our ratings align with loss rate tiers, rather than simply with credit score tiers, to facilitate understanding among lender members and to maintain consistency across listings regardless of loan seller, type of credit score used or type of loan.  This is particularly important because with the introduction of open market listings on our platform, loan sellers will be using a number of different credit scores.

 

Q:     What is a debt-to-income ratio?

 

A:     Part of a borrower’s credit profile displayed in listings is a debt-to-income ratio (or DTI).  DTI is a measurement of the borrower’s ability to take on additional debt.  This number takes into consideration how much debt the borrower has or will have, including the borrower loan.  The DTI is expressed as a percentage and is calculated by dividing the borrower’s monthly income into his or her monthly debt payments, including the debt resulting from the borrower loan being requested or sold.  On Prosper borrower listings, debt amounts are taken from the borrower’s credit report without verification and exclude monthly housing payments, and the borrower’s income is self-reported and not verified by Prosper. Depending upon how the loan seller calculates DTI, the DTI displayed in open market listings may include the borrower’s housing payments and may be calculated based on joint debt and income of the borrower and his or her spouse or co-borrower.   The DTIs on open market listings are provided by the loan seller and are not verified by Prosper, although loan sellers may verify debt and income amounts used in calculating the DTI.  A description of the loan seller’s verification practices will be accessible from a link on the open market listing, and will indicate whether the loan seller verifies the borrower’s debt or income information used in calculating the DTI.

 

Q:     How do lender members receive payments on the Notes?

 

A:     All payments on the Notes are processed through our platform.  If and when we make a payment on a Note, the payment will be deposited in the lender member’s Prosper account.  Lender members may elect to have available balances in their Prosper account transferred to their bank account at any time, subject to normal execution times for such transfers (generally 2-3 days).  For open market loans, we will transfer borrower payments to the funding account of the lender members who own Notes corresponding to the borrower loan on the sixteenth (16th) day of each month following receipt of such payments from the loan seller servicing the open market loan.  Because the delay between the time a loan seller receives a borrower payment and the time the payment is transferred to the lender member’s funding account may reduce the lender’s effective yield, this delay is taken into account when Prosper calculates the yield percentage displayed in the open market listing relating to the open market loan.

 

Q:     What are the fees and charges withheld from borrower loan payments and retained by Prosper or the loan seller?

 

A:     Servicing fees charged by Prosper and the loan seller, if applicable, are deducted from loan payments received on borrower loans, and reduce the lenders’ effective yield.  This reduction will be automatically taken into account by our platform in calculating the yield percentage displayed in listings.  See “About the Loan Platform—Loan Servicing and Collection” for more information.

 

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Any non-sufficient fund fees charged a borrower’s account will be retained by Prosper or the loan seller and will not be remitted to you.  If collection action is taken in respect of a borrower loan, we, the loan seller or the collection agency will charge a collection fee of between 15% and 30% of any amounts that are obtained and in addition any legal fees incurred in the collection effort.  The collection fee will vary dependent upon the collection agency used.  In addition, any legal fees incurred in connection with collection efforts will be deducted from any borrower loan payments Prosper receives.  These fees will correspondingly reduce the amounts of any payments lender members receive on the Notes.

 

You will receive all other amounts Prosper receives on borrower loans, including late fees and prepayments, subject to our servicing fees.   For open market loans, the loan seller may retain the late fees.

 

Q:     What happens if a borrower misses a payment or does not repay the borrower loan?

 

A:     Borrowers who miss payments face the same consequences as they would if they missed payments on any similar form of bank or other commercial credit obligation, including in most cases the reporting of late payments to consumer reporting agencies.  Borrowers may also incur late fees for missed or delinquent payments, to the extent allowed by applicable law.  Late fees collected by Prosper on Prosper borrower loans are passed on to the lender members who own the Notes dependent for payment on that borrower loan.  Late fees received by loan sellers on open market loans may be retained by the loan seller servicing the open market loan, depending on the particular loan seller’s servicing guidelines, which will be set forth in the description of the loan seller displayed on the Prosper website.

 

Prosper borrower loans.  We are obligated to use commercially reasonable efforts to service and collect Prosper borrower loans, in good faith, accurately and in accordance with industry standards customary for servicing loans such as the borrower loans.  When a borrower’s payment is late on a Prosper borrower loan, we communicate directly with the borrower to encourage repayment.  We normally refer borrower loans that become 30 days past-due to a nationally-licensed collection agency, which makes further attempts to collect delinquent amounts and have the borrowers bring the account current. We may, in our sole discretion and subject to our servicing standard, refer a Prosper borrower loan to a collection agency at any time, or elect to initiate legal action to collect a Prosper borrower loan or sell a Prosper borrower loan to a third party debt buyer at any time.  We may also work with the borrower member to structure a new payment plan for the Prosper borrower loan without the consent of any holder of the Notes corresponding to the Prosper borrower loan.  Borrower loans that become 120 days past due are charged off.  Depending on market conditions, we either sell charged off loans to an unaffiliated third party debt purchaser or continue to collect on those accounts, and we may in our discretion institute legal proceedings to collect the debt.  In servicing Prosper borrower loans we may, in our discretion, utilize affiliated or unaffiliated third party loan servicers, collection agencies or other agents or contractors.  We report loan delinquencies and charge-offs to consumer reporting agencies, which negatively impacts the borrower’s credit file.  Borrowers whose loans are charged off are not permitted to post any further listings on our platform.  See “About the Platform—Loan Servicing and Collection” for more information.

 

Open market loans.  Open market loans will be serviced, both before and after default, by the loan seller (although our loan purchase agreement with the loan seller may provide that we have the right, in our discretion, to take over servicing in the event of the loan seller’s default on its servicing obligations).  In servicing open market loans the loan seller is contractually obligated to use commercially reasonable efforts to service and collect the open market loans in accordance with industry standards customary for loans of the same general type and character as the open market loans.  The loan seller may, in its sole discretion and subject to the agreed-upon servicing standards, refer a borrower loan to a collection agency at any time, or elect to initiate legal action to collect a borrower loan, repossess or foreclose upon any collateral securing a borrower loan, or sell a borrower loan to a third party debt buyer at any time.  Any amounts received from borrowers will be forwarded to Prosper by the loan seller, subject to servicing fees.  In servicing borrower loans the loan seller may, in its discretion, utilize affiliated or unaffiliated third party loan servicers, repossessors, collection agencies or other agents or contractors.

 

Q:     What guarantees do lender members have that a Note will be paid?

 

A:     There are no guarantees that a Note will be paid.  See “Risk Factors—Risks Related to Borrower Default” for more information.

 

Q:     Can lender members collect on late payments themselves?

 

A:     No. Under the lender registration agreement, each lender member agrees that under no circumstances may a lender member attempt collection of a late payment, or any amounts owing on a borrower loan corresponding to their Note, themselves.  Lender

 

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members must depend on Prosper, the loan seller or third-party collection agents to pursue collection on delinquent Prosper borrower loans or open market loans.  If collection action must be taken in respect of a borrower loan, we, the loan seller or the collection agency will charge a collection fee of between 15% and 30% of any amounts that are obtained.  These fees will correspondingly reduce the amounts of any payments lender members receive on the Notes.

 

Q:     What happens if a borrower repays early?

 

A:     Prosper borrower members are permitted to make extra payments on, or prepay, their Prosper borrower loans in part or in their entirety at any time without penalty.  In general, borrowers under open market loans have similar rights.  Depending on the particular loan type in question, borrowers on open market loans may or may not be permitted to prepay the loan without penalty.  In the event of a prepayment of the entire remaining unpaid principal amount of a borrower loan on which Notes are dependent for payment, lender members will receive their pro-rata share of such prepayment, net of servicing fees, and interest will stop accruing after the date on which such prepayment is received by us.  If a borrower partially prepays a borrower loan, we will pay lender members their share of the prepayment amount we receive, net of servicing fees, and the amount of the prepayment will reduce the principal amount on the Note.  See “Risk Factors—Risks Inherent in Investing in the Notes” for more information.

 

Q:     How are the Notes treated for United States federal income tax purposes?

 

A:     Although the matter is not free from doubt, we intend to treat the Notes as our debt instruments that have original issue discount (“OID”) for U.S. federal income tax purposes.  Accordingly, if you hold a Note, you will be required to include OID currently as ordinary interest income for U.S. federal income tax purposes (which may be in advance of interest payments on the Note) if the Note has a maturity date of more than one year, regardless of your regular method of tax accounting.  If the Note has a maturity of one year or less, if you are a cash-method taxpayer, in general, you will not have to include OID currently in income on your Note unless you elect to do so, and if you are an accrual-method taxpayer, in general, you will have to include OID currently in income on your Note.  You should consult your own tax advisor regarding the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership, and disposition of the Notes (including any possible differing treatments of the Notes).  See “Material U.S. Federal Income Tax Considerations” for more information.

 

Q:     What is a group?

 

A:     A group can be any collection of people with common interests, including social, cultural, ethnic, professional, educational, athletic, religious, or any other official or unofficial affiliation.  Groups may consist of Prosper borrower members, lender members or registered Prosper users who have not taken a role, or any combination of the above.  Groups allow people to join together for the common goal of borrowing money at better rates and give borrowers an additional incentive — the borrower’s reputation in the group — to meet their obligation to repay a borrower loan.  Prosper does not approve or verify the group membership criteria and any claims of group affiliation by Prosper borrower members or lender members may be erroneous.

 

Q:     What are the benefits of group membership?

 

A:     Prosper borrower listings identify the group, if any, to which the borrower belongs.  Prosper believes that a borrower’s identification with a group may attract bids from lender members with similar interests, resulting in Prosper borrower loans with potentially lower interest rates for the group’s borrowers, or a greater likelihood of loan funding.  As discussed above, Prosper does not verify the group membership criteria and any claims of group affiliation by Prosper borrower members or lender members may be erroneous.

 

Q:     Do groups or group leaders guarantee the Prosper borrower loans requested by their members?

 

A:     No. Neither groups nor group leaders guarantee their members’ obligations under any borrower loan in any way, nor do group members guarantee the Prosper borrower loans of fellow group members.  Borrowers are fully responsible for their own credit obligations.

 

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Q:     Do groups or group leaders make bidding decisions or set rates for Prosper borrower loans requested by their members?

 

A:     No. Neither groups nor group leaders make bidding decisions or set interest rates, although members of groups who are lender members can affect rates by bidding on their fellow group members’ listings.

 

Q:     How is Prosper regulated?

 

A:     The servicing of Notes and the corresponding borrower loans is subject to state and federal regulation.  Prosper and the borrower loans originated or sold on our platform must comply with applicable state laws, including licensing and disclosure requirements.  In addition, in connection with the origination, purchase and servicing of borrower loans, we must comply with the federal Consumer Credit Protection Act, including, as applicable, the Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act and Electronic Fund Transfer Act, as well as the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and other federal and state laws governing privacy and data security and prohibiting unfair or deceptive business practices.  We are subject to examination, supervision, and potential regulatory investigations and enforcement actions by state and federal agencies, such as the Federal Trade Commission, that administer the federal consumer protection laws.  See “Government Regulation—Regulation and Consumer Protection Laws” for more information.

 

Q:     How is WebBank regulated?

 

A:     WebBank’s lending activities are subject to state and federal regulation.  WebBank and the borrower loans it makes must comply with applicable state lending laws, to the extent such laws are not preempted by federal law applicable to state-chartered industrial banks.  In addition, WebBank must comply with the federal Consumer Credit Protection Act, including, as applicable, the Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Debt Collection Practices Act and Electronic Fund Transfer Act, as well as the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and other federal and state laws governing privacy and data security and prohibiting unfair or deceptive business practices.  WebBank is subject to examination, supervision, and potential regulatory investigations and enforcement actions by state agencies that regulate Utah-chartered industrial banks, and federal agencies, such as the FDIC, that regulate industrial banks and administer the federal consumer protection laws.  See “Government Regulation—Regulation and Consumer Protection Laws” for more information.

 

Q:     How does Prosper make money from our platform?

 

A:     Each time a Prosper borrower loan is funded, the borrower is charged a transaction fee equal to a specified percentage (currently 3.0%) of the amount of the Prosper borrower loan, subject to a specified minimum fee (currently $75).  Each time an open market loan is sold, the loan seller is charged a transaction fee equal to a specified percentage of the sale price of the open market loan, subject to a minimum transaction fee.  Transaction fees on Prosper borrower loans and open market loans are subject to change from time to time.  The transaction fee on Prosper borrower loans is paid by the borrower out of the proceeds of the Prosper borrower loan at the time the borrower loan is funded.  The transaction fee is paid to WebBank, and Prosper receives amounts equal to the transaction fees as compensation for loan origination activities.  The transaction fee on open market loans is paid out of the proceeds from the sale of the open market loans.  In addition, Prosper currently charges lender members a servicing fee equal to an annualized rate of 1.0% for Prosper Borrower Notes and 0.5% for Prosper Open Market Notes, of the outstanding principal balance of the corresponding borrower loan, which we deduct from each lender member’s share of the borrower loan payments.

 

Q:     Are there any risks associated with an investment in the Notes?

 

A:     Yes.  The Notes are highly risky and speculative.  Investing in the Notes should be considered only by persons who can afford the loss of their entire investment.  In addition, the holders of Prosper Open Market Notes may be exposed to risks different than those experienced by holders of Prosper Borrower Notes.  See “Risk Factors—Risks Inherent in Investing in the Notes” and “Risk Factors—Additional Risks for Prosper Open Market Notes” for more information.

 

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Q:     Will lender members receive payments on the Notes in the event Prosper declares bankruptcy or otherwise experiences financial distress?

 

A:     If Prosper were to become subject to a bankruptcy or similar proceeding, the rights of the holders of the Notes could be uncertain, and payments on the Notes may be limited, suspended or stopped even if the borrowers are making payments on the corresponding borrower loans.  The Notes are unsecured and holders of the Notes do not have a security interest in the corresponding borrower loans or the proceeds of those corresponding borrower loans.  The recovery, if any, of a holder on a Note may be substantially delayed.  Even funds held by Prosper in an account for the benefit of the holders of Notes may potentially be at risk.  To limit the risk of Prosper’s insolvency, Prosper will grant the indenture trustee a security interest in Prosper’s right to payment under, and all proceeds received by Prosper on, the corresponding borrower loans and in the bank account in which the borrower loan payments are deposited.  The indenture trustee may exercise its legal rights to the collateral only if an event of default has occurred under the indenture.  Only the indenture trustee, not the holders of the Notes, will have a secured claim to the above collateral.  See “Risk Factors—Risks Related to Prosper, Our Platform and Our Ability to Service the Notes” for more information.

 

Q:     What if Prosper were to go out of business?

 

A:     If Prosper were to go out of business no new borrower loans would be created and, we would assign our servicing obligations to a suitable third party loan servicer.  All existing Notes would be serviced to completion by such third party loan servicer.  The third party loan servicer would take over the administrative responsibilities related to the Notes such as the collection and transfer of borrower loan payments, providing timely payment notices, monthly lender member statements and required tax documentation, overseeing the collection of delinquent Prosper borrower loans, and reporting payment performance to consumer reporting agencies.  We have entered into a back-up servicing agreement with a loan servicing company that is willing and able to transition servicing responsibilities in the event we can no longer do so.  The third party is a financial services company that has extensive experience and knowledge entering into successor loan servicing agreements.  As well, they will provide monthly investor reports on our loan servicing activity that will be available to Note holders.  If Prosper is unable to assign its servicing obligations to a suitable third party loan servicer, borrowers would still be obligated to make payments on their borrower loans, but lender members’ ability to receive payments on the Notes may be substantially impaired.  See “Risk Factors—Risks Related to Prosper, Our Platform and Our Ability to Service the Notes” for more information.

 

Q:     What if WebBank were to go out of business?

 

A:     If WebBank were to go out of business and Prosper was unable to identify and reach agreement with a suitable state-chartered or federally-chartered bank to take the place of WebBank, loans would be made by Prosper under the authority of its state lending licenses or other applicable state law.  See “Risk Factors—Risks Relating to Compliance and Regulation—We rely on our agreement with WebBank to originate loans to borrower members on a uniform basis throughout the United States” for more information.

 

Q:     What if a loan seller of an open market loan were to go out of business?

 

A:     Open market loans will be serviced by the loan seller and not by Prosper.  Should a loan seller suspend its operations, there could be delays in the receipt of funds as Prosper undertakes servicing operations for the open market loans, as provided in the master loan purchase agreement between Prosper and the loan seller.  In addition, in the event of a bankruptcy or similar proceeding of a loan seller, the relative rights of Prosper to receive payments under open market loans, as compared to the holders of unsecured indebtedness of the loan seller are uncertain.  See “Risk Factors—Additional Risks for Prosper Open Market Notes” for more information.

 

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RISK FACTORS

 

Our Notes involve a high degree of risk.  You should carefully consider the risks described below before making a decision to invest in the Notes.  If any of the following risks actually occurs, you might lose all or part of your investment in the Notes.  You should also refer to the individual borrower profiles and borrower credit information provided on our platform.

 

Risks Related to Borrower Default

 

The Notes are risky and speculative investments for suitable investors only.

 

You should be aware that the Notes offered through our platform are risky and speculative investments.  The Notes are special, limited obligations of Prosper and depend entirely on payments to Prosper of obligations of borrowers under the corresponding borrower loans.  Prosper borrower loans are obligations of individual consumers, and open market loans may include existing consumer loans or retail installment sale contracts as well as small business loans, where the borrower is a business entity, not an individual (although one or more individuals may be a guarantor of the loan).  Notes are suitable only for lender members of adequate financial means.  If you cannot afford to lose the entire amount of money you plan to bid and commit to purchase on Notes corresponding to borrower loans on our platform, you should not attempt to invest in the Notes.  You should not assume that a Note is an appropriate investment for you because it corresponds to a borrower loan listed on our platform.

 

Payments on the Notes depend entirely on payments we receive on corresponding borrower loans.  If a borrower fails to make any payments on the corresponding borrower loan related to your Note, you will not receive any payments on your Note.

 

We will only make payments pro rata on the Notes of a series after we receive a borrower’s payment on the corresponding borrower loan, net of servicing fees.  We will not pay to lender members any non-sufficient funds fees or collection fees we, a loan seller or a third-party collection agency charge, and on open market loans late fees may be retained by the loan seller servicing the open market loan.  If we do not receive payments on the corresponding borrower loan related to your Note, you will not be entitled to any payments under the terms of the Notes, and you will not receive any payments.

 

Your recourse will be extremely limited in the event that borrower information is inaccurate for any reason.

 

Loan sellers and Prosper borrowers supply a variety of unverified information that is included in the borrower loan listings on our website.  At the time a listing is posted on our website, we have not verified any of the information provided to us by Prosper borrowers with respect to Prosper borrower loan or loan sellers with respect to open market loans.  This information may be inaccurate or intentionally false.  In the limited circumstances where we verify the borrower’s stated income or employment status that appears in the listing, such verification is performed after the listing has been posted on our platform.  Borrower loan listing and borrower information available on our platform will be statements made in connection with the purchase and sale of securities, and therefore subject to Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In addition, information set forth in borrower loan listings filed in a prospectus supplement will be subject to the liability provisions of the Securities Act.  In general, Section 10b-5 and the liability provisions of the Securities Act provide the purchaser of securities with a right to bring a claim against the issuer for damages arising from any untrue statement of material fact or failure to state a material fact necessary to make any statements made by the issuer not misleading.  In this prospectus, we advise you of the limitations on the reliability of the information provided by Prosper borrowers with respect to Prosper borrower listing and by loan sellers with respect to open market listings.  Accordingly, a court could determine that Prosper has advised you of all material facts regarding the information supplied by Prosper borrowers and by loans seller and your recourse in the event this information is false or misleading may be extremely limited under the securities laws because you have been so advised.

 

The Notes are special, limited obligations of Prosper only and are not directly secured by any collateral or guaranteed or insured by any third party.

 

The Notes will not represent an obligation of borrowers or any other party except Prosper, and are special, limited obligations of Prosper.  The Notes are not secured by any collateral and are not guaranteed or insured by any governmental agency or instrumentality or any third party.  Although Prosper will grant the indenture trustee a security interest in Prosper’s right to payment under, and all proceeds received by Prosper on, the corresponding borrower loans and in the bank account in which the borrower loan payments are deposited, the Note holders do not have a security interest in the borrower loans or the right to payment thereunder.  In addition, Prosper Open Market Notes will not be secured by any collateral, even though the corresponding open market loan may be secured by personal property.  Any security interest under an open market loan will be held by Prosper.  In the event of a default under an open market loan, the loan seller, as servicer, would have the right to foreclose on the collateral securing the open market loan is obligated to forward any proceeds from its collection efforts to Prosper, net of servicing fees and other charges.  The holders of the Prosper Open Market Notes do not have the right to take any action under the security interest or to require that Prosper or the servicer take such action.

 

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The Prosper borrower loans are not secured by any collateral or guaranteed or insured by any third party, and you must rely on Prosper, a loan seller, or a third-party collection agency to pursue collection against any borrower.

 

Prosper borrower loans are unsecured obligations of borrower members.  They are not secured by any collateral, and they are not guaranteed or insured by any third party or backed by any governmental authority in any way.  Prosper and its designated third-party collection agency will, therefore, be limited in their ability to collect on Prosper borrower loans.  In addition, while open market loans may be secured, the corresponding Open Market Note is not.  Although the loan seller is obligated to forward to Prosper any amounts it receives on the open market loans, including amounts received upon the sale of the collateral securing an open market loan, the holders of Prosper Open Market Notes do not have the right to foreclose on the collateral or to require that the loan seller take such action.

 

Moreover, borrower loans are obligations of borrowers to Prosper as successor to WebBank, not obligations to holders of Notes.  Holders of Notes will have no recourse to borrower and no ability to pursue borrowers to collect payments under borrower loans.  Holders of Notes may look only to Prosper for payment of the Notes, and Prosper’s obligation to pay the Notes is limited as described in this prospectus.  Furthermore, if a borrower fails to make any payments on the borrower loan corresponding to a Note, the holder of that Note will not receive any payments on that Note.  The holder of that Note will not be able to pursue collection against any borrower and will not be able to obtain the identity of the borrower in order to contact the borrower about the defaulted borrower loan.  In addition, as described in this prospectus, in the unlikely event that we receive payments on the corresponding borrower loan relating to your Notes after the final maturity date, you will not receive payments on your Notes after maturity.  See “Summary of Material Agreements Indenture and Form of Notes.” for more information.

 

Some of the borrowers on our platform have “subprime” credit ratings, are considered higher than average credit risks, and may present a high risk of loan delinquency or default.

 

Some of the borrowers on our platform are people who have had difficulty obtaining loans from banks and other financial institutions on favorable terms, or on any terms at all, due to credit problems, limited credit histories, adverse financial circumstances, or high debt-to-income ratios.  Therefore, acquiring Notes dependent for payment on payments on the corresponding borrower loans to such borrowers may present a high risk of loan delinquency or default.  Since our inception in November 2005 through October 16, 2008, we have facilitated 28,940 borrower loans with an average original principal amount of $6,172 and an aggregate original principal amount of $178,622,722 on our platform.  As of December 31, 2008, of these outstanding loans, 61.1% were current, 16.5% were paid in full, 1.2% were 15 to 30 days late, and 4.8% were more than 30 days late.  In addition, of these outstanding loans:

 

·      7,959 loans, or 27.5%, have ever been more than 15 days past due on at least one occasion;

 

·      6,814 loans, or 23.5%, have been more than 30 days past due on at least one occasion at one time; and

 

·      16.5% had defaulted (a borrower loan is considered to have defaulted when it is more than 120 days past due or has filed a bankruptcy which has been discharged).

 

Selected historical loss rates on the Notes can be found in this prospectus under the heading “About the Platform—Historical Information About Our Borrowers and Outstanding Borrower Loans.”  There can be no assurance that such historical loss rates will be indicative of future loss rates or the likelihood of the delinquency or default on any Note of a particular borrower.

 

Prospective borrowers are not required to have a maximum debt-to-income ratio.

 

We do not require borrowers to have a maximum debt-to-income ratio (or “DTI”) in order to have borrower loans listed on our platform.  The DTI is a measurement of the borrower’s ability to take on additional debt.  Because a borrower is not required to have a maximum DTI, our platform may contain borrower loan listings that have a higher risk of default than would otherwise be the case if a maximum DTI was required.

 

Borrowers’ credit information may be inaccurate or may not accurately reflect the borrower’s creditworthiness, which may cause you to lose all or part of the price you paid for a Note.

 

We obtain borrower credit information from consumer reporting agencies, and assign Prosper borrower loan requests a Prosper Rating based in part on the borrower’s credit score.  On open market loans offered for sale on the platform, we obtain credit

 

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The Prosper Rating may not accurately set forth the risks of investing in the Notes and no assurances can be provided that actual loss rates for the Notes will come within the expected loss rates indicated by the Prosper Rating.

 

In the event that Prosper places the wrong Prosper score or Prosper Rating in a borrower listing under the following circumstances Prosper would offer to indemnify or repurchase the Notes from the lender members in the event of a material default under the borrower loan corresponding to the Note: (1) a Prosper score different from the Prosper score calculated by Prosper for the listing at issue is inserted in that listing, or (2) Prosper incorrectly applied its formula to determine the Prosper score, resulting in a Prosper Rating different from the Prosper Rating that should have appeared in the borrower listing.  Prosper will not, however, be under any obligation to indemnify or repurchase a series of Notes because of any other inaccuracy in the Prosper score or Prosper Rating.  For example, the Prosper Rating may be inaccurate because Prosper correctly applied its formula, but the credit bureau information was incorrect, or because the performance was worse than expected.  The Prosper Rating is not a recommendation by Prosper to buy, sell or hold the Notes.  In addition, no assurances can be provided that actual loss rates for the Notes will fall within the expected loss rates indicated by the Prosper Rating.

 

Some borrowers may use our platform to defraud lender members, which could adversely affect your ability to recoup your investment.

 

We use identity and fraud checks with external databases to authenticate each Prosper borrower member’s identity.  No verification is made by Prosper with respect to borrowers on open market loans offered for sale on the platform.  Although we use diligent efforts in this regard, there is a risk that our fraud checks could fail and fraud may occur.  Additionally, Prosper borrower members may misrepresent their intentions for the Prosper borrower loan proceeds or other information that we do not attempt to verify.  While we will repurchase Notes in limited circumstances, such as material default on the corresponding borrower loan resulting from verifiable theft of a borrower’s identity, or resulting from the failure of the corresponding borrower loan to comply at origination in material respects with applicable federal and state law, and the loan seller of the open market loans is under a similar obligation to repurchase open market loans from us, we are not obligated to repurchase a Note from you if your investment is not realized in whole or in part due to fraud (other than verifiable identity theft) in connection with a listing for the underlying borrower loan, or due to false or inaccurate statements or omissions of fact in a borrower’s listing, whether in credit data, borrower’s representations, user recommendations, group affiliations or similar indicia of borrower intent and ability to repay the borrower loan.  If Prosper repurchases a Note, only the outstanding principal balance will be returned to the lender member.  See “About the Platform—Prosper’s Note Repurchase and Indemnification Obligations” for more information.

 

We do not have significant historical performance data about borrower performance on the borrower loans.  Loss rates on the borrower loans may increase and prior to investing you should consider the risk of non-payment and default under our outstanding borrower loans.

 

We are in the early stages of our development and have a limited operating history.  We began offering loans publicly through the platform in February of 2006.  Due to our limited operational history, we do not have significant historical performance data regarding Prosper borrower member performance on Prosper borrower loans, and we do not yet know what the long-term loan loss experience will be.  The estimated loss rates we display on the website and use to determine the Prosper Rating have been developed from our loss histories.  With respect to open market loans, the open market loan loss performance is provided to us by the loan seller and we do not verify this information.  Moreover, these loss rates occurred prior to the recent contraction in the global financial and credit markets and significant downturn in the United States economy and borrower loans originated or sold on our platform may default more often than similar loans have defaulted in the past.

 

If payments on the corresponding borrower loans relating to your Notes become more than 30 days overdue, it is likely you will not receive the full principal and interest payments that you expect to receive on your Notes due to collection fees, and you may not recover any of your original purchase price.

 

If a borrower fails to make a required payment on a borrower loan within 30 days of the due date, we will pursue reasonable collection efforts in respect of the borrower loan.  Referral of a delinquent borrower loan to a collection agency within five (5) business days after it becomes thirty days past due will be considered reasonable collection efforts.  Since our inception in November 2005 through October 16, 2008, we have facilitated 28,940 borrower loans.  With respect to our outstanding loans as of December 31, 2008:

 

·      1.2% were 15 to 30 days late and 27.5% had been more than 15 days past due on at least one occasion; and

 

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·      4.8% were more than 30 days late and 23.5%, had been more than 30 days past due on at least one occasion.

 

If Prosper or a loan seller refers a loan to a collection agency, neither Prosper nor the loan seller will have any other obligation to attempt to collect that borrower loan.  We or a loan seller may also handle collection efforts in respect of a delinquent borrower loan directly.  If payment amounts on a delinquent borrower loan are received from a borrower more than 30 days after their due date, then we, the loan seller or, if the delinquent loan is referred to an outside collection agency, that collection agency, will retain a percentage of any funds recovered from such borrower as a servicing fee before any principal or interest becomes payable to you from recovered amounts in respect of Notes related to the corresponding borrower loan.  Collection fees range from 15% to 30% of recovered amounts.  See “About the Platform—Loan Servicing and Collection” for more information.

 

Prosper, the loan seller or the collection agency may not be able to recover some or all of the unpaid balance of a non-performing borrower loan, and a lender member who has purchased a Note dependent on the non-performing borrower loan would then receive nothing or a small fraction of the unpaid principal and interest of the Note.  In addition, although certain open market loans are secured by personal property, there is no guarantee the collateral securing the loan will be available or sufficient to cover the outstanding balance under the open market loan.  You must rely on the collection efforts of Prosper on Prosper borrower loans, the loan seller on open market loans or the collection agencies to which such loans are referred.  You are not permitted to attempt to collect payments on the borrower loans in any manner.

 

Loss rates on the borrower loans may increase as a result of economic conditions beyond our control and beyond the control of the borrower.

 

Borrower loan loss rates may be significantly affected by economic downturns or general economic conditions beyond our control and beyond the control of individual borrowers.  In particular, loss rates on borrower loans on which the Notes are dependent may increase due to factors such as prevailing interest rates, the rate of unemployment, the level of consumer confidence, residential real estate values, the value of the U.S. dollar, energy prices, changes in consumer spending, the number of personal bankruptcies, disruptions in the credit markets and other factors.  The recent contraction in the global financial and credit markets and significant downturn in the United States economy will likely result in an increased rate of default under the borrower loans in the future.  Accordingly, no reliance should be made on the historical loss rates on borrower loans in determining whether to purchase your Notes.  As the current economic crisis is largely unprecedented in recent history, we cannot predict the impact these events will have on a borrower’s ability to repay future borrower loans originated or offered for sale on our platform, although we do not expect the loss rate for borrower loans to decrease in the immediate future.

 

In the unlikely event that we receive payments on the corresponding borrower loans relating to your Notes after the final maturity date, you will not receive payments on your Notes after maturity.

 

Each Note will mature on the initial maturity date, unless any principal or interest payments in respect of the corresponding borrower loan remain due and payable to Prosper upon the initial maturity date, in which case the maturity of the Note will be automatically extended to the final maturity date.  If there are any amounts under the corresponding borrower loan still due and owing to Prosper after the final maturity, Prosper will have no further obligation to make payments on the Notes of the series even if Prosper receives payments on the corresponding borrower loan after the final maturity.

 

In general, the borrower loans on which the Notes are dependent do not restrict borrowers from incurring additional unsecured or secured debt, nor do they impose any financial restrictions on borrowers during the term of the borrower loan, which may impair your ability to receive the full principal and interest payments that you expect to receive on a Note.

 

If a borrower incurs additional debt after the date of the borrower loan, the additional debt may impair the ability of that borrower to make payments on his or her borrower loan and your ability to receive the principal and interest payments that you expect to receive on Notes dependent for payment on payments we receive on the corresponding borrower loans.  In addition, the additional debt may adversely affect the borrower’s creditworthiness generally, and could result in the financial distress, insolvency, or bankruptcy of the borrower.  To the extent that the borrower has or incurs other indebtedness and cannot pay all of his or her indebtedness, the borrower may choose to make payments to other creditors, rather than Prosper, on the borrower loan.

 

To the extent borrowers incur other indebtedness that is secured, such as mortgage, home equity or auto loans, the ability of the secured creditors to exercise remedies against the assets of the borrower may impair the borrower’s ability to repay the borrower loan on which your Note is dependent for payment.  Borrowers on Prosper borrower loans may also choose to repay obligations under

 

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fee charged by the loan seller for open market loans, even if the prepayment occurs immediately after issuance of your Note.  See “Summary of Material Agreements—Indenture and Form of Notes.” for more information.

 

Prevailing interest rates may change during the term of your Notes.  If this occurs, you may receive less value from your purchase of the Note in comparison to other ways you may invest your money.  Additionally, borrowers may prepay their borrower loans due to changes in interest rates, and you may not be able to redeploy the amounts you receive from prepayments in a way that offers you the return you expected to receive from the Notes.

 

The borrower loans on which the Notes are dependent for payment bear fixed, not floating, rates of interest.  If prevailing interest rates increase, the interest rates on Notes you purchase might be less than the rate of return you could earn if you invested the purchase price in a different investment.

 

While you may still receive a return on your purchase price for the Notes through the receipt of amounts equal to the interest portion of a borrower’s payments on the corresponding borrower loan, if prevailing interest rates exceed the rate of interest payable on the borrower loan, the payments you receive during the term of the Note may not reflect the full opportunity cost to you when you take into account factors such as the time value of money.

 

There is no prepayment penalty for borrower members who prepay their Prosper borrower loans, and borrowers under open market loans have similar rights.  If prevailing interest rates on consumer loans decrease, borrowers may choose to prepay their borrower loans with money they borrow from other sources or other resources, and you may not receive the interest payments on Notes dependent for payment on payments we receive on those corresponding borrower loans that you expect to receive or be able to find an alternative use of your money to realize a similar rate of return at the time at which the Note is prepaid.

 

The Notes will not be listed on any securities exchange, will not be transferable except through the Note Trader platform, and can be held only by our lender members.  You should be prepared to hold the Notes you purchase until they mature.

 

The Notes will not be listed on any securities exchange.  All Notes must be held by our lender members.  The Notes will not be transferable except through our Note Trader platform.  There can be no assurance that a market for Notes will develop on the Note Trader platform, or that the Note Trader platform will continue in operation.  Therefore, lender members must be prepared to hold their Notes to maturity.  See “About the Platform—Note Trader Platform” for more information.

 

If the Note Trader platform fails to develop, or if the Note Trader platform develops but you cannot find a purchaser for the Notes that you wish to sell, you will be forced to hold the Notes for their remaining term.

 

As soon as practicable after the date of this prospectus, Prosper intends to establish the Note Trader platform on which the Notes may be sold by lender members who own the Notes to other lender members.  We cannot guarantee that a trading market will develop for the Notes.

 

A Note offered for sale on the trading platform must be purchased in its entirety by a single lender member and Notes with a high outstanding principal balance may be more difficult to sell due to the smaller number of lender members with the ability to purchase such Notes.  In addition your ability to sell your Note will likely be affected in any adverse changes in the credit status of the borrower under the corresponding borrower loan, in addition to the other risks discussed in this prospectus.  If these situations occur, you may be forced to hold the Note for its remaining term.  After the date of this prospectus, except for sales on the Note Trader platform, the Notes will continue to be non-transferable.

 

If you choose to post your Notes for sale on the Note Trader platform, you may not realize the expected return on your investment due to changes in the creditworthiness of the borrower under the corresponding borrower loan.

 

The ability to sell your Note on the Note Trader platform (should the Note Trader platform be successfully developed) does not guarantee that you will be able to find a lender member willing to buy the Note at a price acceptable to you, or at all.  If the borrower becomes delinquent in payments under the corresponding borrower loan upon which your Note is dependent for payment, your ability to sell the Note on our Note Trader platform will be substantially impaired.  You may have to offer the Note for sale at a substantial discount, and there is no guarantee that you will receive the expected value of the Note or any value at all.  Additionally, lender members may be less willing to bid for and purchase your Note if prevailing interest rates have changed or other investing activities have proven more attractive while you have held the Note.

 

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You do not earn interest on funds held in your lender member account with Prosper.

 

Your Prosper funding account represents an interest in a pooled bank account that does not earn interest.  See “About the Platform—Treatment of Lender Member Balances” for more information.

 

The U.S. federal income tax consequences of an investment in the Notes are uncertain.

 

There are no statutory provisions, regulations, published rulings, or judicial decisions that directly address the characterization of the Notes or instruments similar to the Notes for U.S. federal income tax purposes.  However, although the matter is not free from doubt, we intend to treat the Notes as our debt instruments that have original issue discount (“OID”) for U.S. federal income tax purposes.  Where required, we intend to file information returns with the IRS in accordance with such treatment unless there is a change or clarification in the law, by regulation or otherwise, that would require a different characterization of the Notes.  You should be aware, however, that the U.S. Internal Revenue Service (“IRS”) is not bound by our characterization of the Notes and the IRS or a court may take a different position with respect to the Notes’ proper characterization.  For example, the IRS could determine that, in substance, each lender member owns a proportionate interest in the corresponding loan for U.S. federal income tax purposes or, for example, the IRS could instead treat the Notes as a different financial instrument (including an equity interest or a derivative financial instrument).  Any different characterization could significantly affect the amount, timing, and character of income, gain or loss recognized in respect of a Note.  For example, if the Notes are treated as our equity, (i) we would be subject to U.S. federal income tax on income, including interest, accrued on the corresponding loans but would not be entitled to deduct interest or OID on the Notes, and (ii) payments on the Notes would be treated by the holder for U.S. federal income tax purposes as dividends (that may be ineligible for reduced rates of U.S. federal income taxation or the dividends-received deduction) to the extent of our earnings and profits as computed for U.S. federal income tax purposes.  A different characterization may significantly reduce the amount available to pay interest on the Notes.  You are strongly advised to consult your own tax advisor regarding the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership, and disposition of the Notes (including any possible differing treatments of the Notes).

 

Our ability to pay principal and interest on a Note may be affected by our ability to match the timing of our income and deductions for U.S. federal income tax purposes.

 

You should be aware that our ability to pay principal and interest on a Note may be affected by our ability, for U.S. federal income tax purposes, to match the timing of income we receive from a corresponding loan that we hold and the timing of deductions that we may be entitled to in respect of payments made on the Notes that we issue.  For example, if the Notes, but not the corresponding loans to the Notes, are treated as contingent payment debt instruments for U.S. federal income tax purposes, there could be a potential mismatch in the timing of our income and deductions for U.S. federal income tax purposes, which could affect our ability to make payments on the Notes.

 

Additional Risks for Prosper Open Market Notes

 

Lender members will not have the same ability to determine the default risks of open market loans upon which Prosper Open Market Notes are dependant for payment as the loan seller, accordingly the loan sellers could offer for sale only those open market loans which the loan sellers believe have the highest risk of default, while retaining less risky loans for their portfolio.

 

Although loan sellers will represent and warrant to us that the loan seller did not use any adverse selection criteria, via scoring algorithm or manual file review, to select the borrower loans listed for sale on our platform, there is no guarantee that loan sellers will not use such adverse selection criteria.  In most cases, loan sellers will have access to more detailed information regarding the open market loan and the borrower under that loan than that set forth in the open market listing.  For example, lender members will not know the name of the borrower, have access to the borrower’s financial statements and may not be aware of adverse changes to the borrower’s credit history after the loan origination date.  Moreover, all open market listing information will be provided by the loan seller and will not be independently verified by us.  Accordingly, lender members will not have the same ability to determine the default risks of open market loans upon which a Prosper Open Market Note is dependant for payment as the person offering such loan for sale.

 

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The holders of Prosper Open Market Notes may be exposed to risks different than those experienced by holders of Prosper Borrower Notes.

 

Holders of Prosper Open Market Notes may be exposed to risks different than those experienced by holders of Prosper Borrower Notes including the following:

 

·                  loan sellers may not provide accurate projected loss rates for open market loans, which could adversely affect the accuracy of the corresponding Prosper Rating;

 

·                  the Prosper Rating and credit detail reflected in an open market listing are determined as of the loan origination date and may not accurately reflect the current risk of the open market loan at the time that it is listed;

 

·                  the information contained in open market listings is not independently verified by Prosper;

 

·                  the loan seller, not Prosper, will service open market loans.  This may introduce additional delays in the receipt of payments and information regarding the underlying open market loans.  In addition, due to the terms of the servicing agreements with the loan sellers, Prosper will likely have limited abilities to collect on delinquent open market loans;

 

·                  returns on open market loans may be reduced if the loan seller repurchases open market loans due to non-conformance with the terms of the loan purchase agreement between Prosper and the loan seller;

 

·                  returns on open market loans that are secured by collateral may be reduced because of increased expenses or the deteriorated value of the collateral; and

 

·                  when Prosper purchases open market loans reflecting the financing of consumer goods and services, Prosper is subject to the additional claims and defenses that the borrower could assert against the loan seller, which may limit Prosper’s and the loan seller’s ability to collect on such open market loans in the event of default.

 

Open Market Loans will be serviced by the loan seller and not Prosper, which could adversely affect or delay payments you receive under the Note.

 

Open market loans will be serviced by the loan seller of the loan and not by Prosper.  Although each loan seller will have agreed to administer the open market loans serviced by it in a manner and to a standard consistent with servicing practices of lending institutions servicing loans of the same type as the open market loans for their own account, there can be no assurance that it will do so.  Further, there can be no assurance that a third party servicer will forward payments collected from borrowers under such open market loans to Prosper in a timely manner or that such third party servicer will provide Prosper in a timely manner with the information required to be provided to the holders of Notes dependent for payment on that open market loan.  Any failure by the loan seller to collect payments due from borrowers under the open market loans or to forward those payments to us or in a timely manner may impact the payment you receive under Notes dependent for payment on that open market loan.

 

Should a loan seller servicing an open market loan suspend its operations, or in the event of a bankruptcy or similar proceeding of a loan seller, there could be delays in the receipt of funds as Prosper transfers servicing operations for the open market loans to a backup servicer, as required by the master loan purchase agreements between Prosper and the loan seller.  If the loan seller becomes subject to a bankruptcy or similar proceeding, the rights of Prosper and the holders of Prosper Open Market Notes could be uncertain, and the loan seller’s payments to Prosper under the corresponding open market loans may be limited, suspended or stopped even if the borrowers are making payments on such borrower loans.

 

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Risks Related to Prosper, Our Platform and Our Ability to Service the Notes

 

We face a contingent liability for potential securities law violations in respect of loans sold to our lender members from inception until October 16, 2008.  This contingent liability may impair our ability to operate our platform and service the borrower loans that correspond to your Notes.

 

Loans sold to lender members through our platform from our inception until October 16, 2008 may be viewed as involving an offering of securities that was not registered or qualified under federal or state securities laws.  To date, the following litigation has resulted from our prior operations.

 

·                  In November of 2008, the SEC instituted cease and desist proceedings, pursuant to Section 8A of the Securities Act, against us.  In connection with such proceedings, we made an offer of settlement and consented to the entry of a cease and desist order, in which we neither admitted nor denied liability, which was approved by the SEC on November 20, 2008.  The cease and desist order included a finding that we violated the registration requirements of the Securities Act, and required that we cease and desist from committing or causing any violations and any future violations in the future.

 

·                  On November 26, 2008, Prosper and the North American Securities Administrators Association, or “NASAA,” executed a settlement term sheet.  The term sheet sets forth the material terms of a consent order to resolve matters relating to our sale and offer of unregistered securities and the omission of material facts in connection with such offers and sales.  NASAA will recommend that each state adopt the terms of the settlement, however, the settlement is not binding on any state.  The terms of the settlement involved our payment of up to $1 million, which NASAA will allocate among the 50 states and the District of Columbia, where we conduct business, based on the loan sale transaction volume in each state.  We will not be required to pay any portion of the fine allocated to those states that do not execute a consent order with Prosper.  The terms of the settlement require the states to terminate their investigation of our activities related to the sale of securities before November 24, 2008.  If a state does not elect to participate in the NASAA settlement, such state would not be prevented from pursuing its own remedies in connection with our sale of securities before November 24, 2008.  We have reached agreement with NASAA on the final terms of the consent order for consideration by the states.  We have accrued approximately $417,000 in connection with the contingent liability arising from the settlement term sheet in accordance with SFAS No. 5, Accounting for Contingencies.

 

·                  On November 26, 2008, a class action lawsuit was filed against us the Superior Court of California, County of San Francisco, California.  The suit was brought on behalf of all loan note purchasers in our online lending platform from January 1, 2006 through October 14, 2008 and alleges that we offered and sold unqualified and unregistered securities in violation of the California and federal securities laws.  The lawsuit seeks class certification, damages, the right of rescission and the award of attorneys’ fees and costs against us.

 

As a result of our prior operations, our lender members who hold these loans may be entitled to rescind their purchase and be paid their unpaid principal amount of the borrower loans plus statutory interest.  In addition, as of December 31, 2008, the aggregate principal balance of loans purchased through our platform by purchasers not affiliated with Prosper was $178.6 million.  We have not recorded an accrued loss contingency in respect of this contingent liability, although we intend to continue to monitor the situation.  Generally, the federal statute of limitations for noncompliance with the requirement to register securities under the Securities Act is one year from the violation; however, the statute of limitations periods under state laws may extend for a longer period of time.  If a significant number of our lender members sought rescission, or if the class action securities lawsuit is successful, our ability to maintain our platform and service the borrower loans to which the Notes correspond may be adversely affected.

 

We have incurred operating losses since our inception and we anticipate that we will continue to incur net losses through 2010.  Our failure to obtain sufficient debt and equity financings and, ultimately, to achieve profitable operations and positive cash flows from operations could adversely affect Prosper’s ability to achieve its business objectives and continue as a going concern.

 

We have incurred operating losses since our inception and we anticipate that we will continue to incur net losses for a number of years as we grow our business.  For the fiscal years ended December 31, 2008 and 2007, we had negative cash flows from operations of $9.9 million and $9.5 million, respectively.  Additionally, since our inception through December 31, 2008, we have an accumulated deficit of $30.2 million.

 

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We have financed our operations, to date, with proceeds from the sale of equity securities.  At December 31, 2008, we had approximately $9.8 million in cash and cash equivalents, which we believe will be sufficient to fund our operations through 2009.  We are dependent upon raising additional capital or debt financing to fund our current operating plan.  Our failure to obtain sufficient debt and equity financings and, ultimately, to achieve profitable operations and positive cash flows from operations could adversely affect our ability to achieve our business objectives and continue as a going concern.  Further, we can provide no assurances as to the availability or terms upon which the required financing and capital might be available.

 

We have a limited operating history.  As an online company in the early stages of development, we face increased risks, uncertainties, expenses and difficulties.

 

As the number of borrowers, lender members and borrower loans originated on our platform increases, we will need to increase our facilities, personnel and infrastructure in order to accommodate the greater servicing obligations and demands on our platform.  Additionally, as soon as practicable after the date of this prospectus, we intend to establish a Note Trader platform on which the Notes may be sold by lender members who own the Notes to our other lender members.  Although we cannot guarantee that a trading market will develop for the Notes, we expect that such addition to our platform may significantly increase the amount of borrower loan originations and sale activity on our platform.  Our platform is dependent upon our website in order to maintain current listings and transactions in the Notes.  We must constantly add new hardware and update our software and website, expand our customer support services, and add new employees to maintain the operations of our platform as well as to satisfy our servicing obligations on the borrower loans and the Notes.  If we are unable to increase the capacity of our platform and maintain the necessary infrastructure, you may experience delays in receipt of payments on your Notes and periodic downtime of our systems.

 

The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

 

The consumer lending market is competitive and rapidly changing.  With the introduction of new technologies and the influx of new entrants, we expect competition to persist and intensify in the future, which could harm our ability to increase volume on our platform.

 

Our principal competitors include major banking institutions, credit unions, credit card issuers and other consumer finance companies, as well as other peer-to-peer lending platforms, including Lending Club and Virgin Money.  Competition could result in reduced volumes, reduced fees or the failure of our peer-to-peer lending platform to achieve or maintain more widespread market acceptance, any of which could harm our business.  In addition, in the future we may experience new competition from more established Internet companies, such as eBay Inc., Google Inc., or Yahoo! Inc., possessing large, existing customer bases, substantial financial resources and established distribution channels.  If any of these companies or any major financial institution decided to enter the peer-to-peer lending business, acquire one of our existing competitors or form a strategic alliance with one of our competitors, our ability to compete effectively could be significantly compromised and our operating results could be harmed.

 

Most of our current or potential competitors have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their platforms and distribution channels.  Our potential competitors may also have longer operating histories, more extensive customer bases, greater brand recognition and broader customer relationships than we have.  These competitors may be better able to develop new products, to respond quickly to new technologies and to undertake more extensive marketing campaigns.  Our industry is driven by constant innovation.  If we are unable to compete with such companies and meet the need for innovation, the use of our platform could stagnate or substantially decline.

 

If we fail to promote and maintain our brand in a cost-effective manner, we may lose market share and our revenue may decrease.

 

We believe that developing and maintaining awareness of the Prosper brand in a cost-effective manner is critical to achieving widespread acceptance of peer-to-peer lending through Prosper and attracting new borrower and lender members.  Furthermore, we believe that the importance of brand recognition will increase as competition in the peer-to-peer lending industry increases.  Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and the member experience on our platform.  Historically, our efforts to build our brand have involved significant expense, and it is likely that our future marketing efforts will require us to incur significant additional expenses.  These brand promotion activities may not yield increased revenues and, even if they do, any revenue increases may not offset the expenses we incur to promote our brand.  If we fail to successfully

 

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We do not have patent protection for all of our proprietary technology.  It may be difficult and costly to protect our intellectual property rights, and we may not be able to ensure their protection.

 

Our ability to maintain our platform and perform our servicing obligations depends, in part, upon our proprietary technology.  We have applied for a patent covering various aspects of the operation of our platform; however, there can be no assurance that it will be granted, or if a patent were issued, that a third party may not be successful in challenging it.  Additionally, we may not protect our proprietary technology effectively, which would allow competitors to duplicate our products and adversely affect our ability to compete with them.  A third party may attempt to reverse engineer or otherwise obtain and use our proprietary technology without our consent.  In addition, our platform may infringe upon claims of third-party patents and we may face intellectual property challenges from such other parties.  We may not be successful in defending against any such challenges or in obtaining licenses to avoid or resolve any intellectual property disputes.  Furthermore, our technology may become obsolete, and there is no guarantee that we will be able to successfully develop, obtain or use new technologies to adapt our platform to compete with other peer-to-peer lending platforms, should they develop.  If we cannot protect the proprietary technology embodied in and used by our platform from intellectual property challenges, or if our platform becomes obsolete, our ability to maintain our platform and our ability to perform our servicing obligations on the borrower loans and Notes could be adversely affected.

 

We rely on a third-party commercial bank to process transactions.  If we are unable to continue utilizing these services, our business and ability to service the Notes may be adversely affected.

 

Because we are not a bank, we cannot belong to and directly access the Automated Clearing House (ACH) payment network.  As a result, we currently rely on an FDIC-insured depository institution to process our transactions.  If we cannot continue to obtain such services from this institution or elsewhere, or if we cannot transition to another processor quickly, our ability to process payments will suffer and your ability to receive principal and interest payments on the Notes will be delayed or impaired.

 

If we were to become subject to a bankruptcy or similar proceeding, the rights of the holders of the Notes could be uncertain, and payments on the Notes may be limited, suspended or stopped.  Although Prosper intends to grant the indenture trustee a security interest in its right to receive payment under the corresponding borrower loans, the Notes themselves are unsecured and holders of the Notes do not directly have a security interest in the corresponding borrower loans or the proceeds of those corresponding borrower loans.  The recovery, if any, of a holder on a Note may be substantially delayed and substantially less than the principal and interest due and to become due on the Note.

 

If we were to become subject to a bankruptcy or similar proceeding, the recovery, if any, of a holder of a Note may be substantially delayed in time and may be substantially less in amount than the principal and interest due and to become due on the Note.  Although Prosper will grant the indenture trustee a security interest in Prosper’s right to payment under, and all proceeds received by Prosper on, the corresponding borrower loans and in the bank account in which the borrower loan payments are deposited, the holders of the Notes will still be subject to the following risks associated with Prosper’s insolvency, bankruptcy or a similar proceeding.

 

A bankruptcy or similar proceeding of Prosper may cause delays in borrower payments.  Borrowers may delay payments to Prosper on account of borrower loans because of the uncertainties occasioned by a bankruptcy or similar proceeding of Prosper, even if the borrowers have no legal right to do so, and such delay would reduce, at least for a time, the funds that might otherwise be available to pay the Notes corresponding to those borrower loans.  In addition, the commencement of the bankruptcy or similar proceeding may, as a matter of law, prevent Prosper from making regular payments on the Notes, even if the funds to make such payments are available.  Because the indenture trustee would be required to enforce its security interest in Prosper’s right to payment under the borrower loans in a bankruptcy or similar proceeding of Prosper, the trustee’s ability to make payments under the Notes would be delayed, which may effectively reduce the value of any recovery that a holder of a Note may receive (and no such recovery can be assured) by the time any recovery is available.

 

Interest accruing upon and following a bankruptcy or similar proceeding of Prosper may not be paid.  In bankruptcy or similar proceeding of Prosper, interest accruing on the Notes during the proceeding may not be part of the allowed claim of a holder of a Note.  If the holder of a Note receives a recovery on the Note (and no such recovery can be assured), any such recovery may be based on, and limited to, the claim of the holder of the Note for principal and for interest accrued up to the date of the bankruptcy or similar proceeding, but not thereafter.  Because a bankruptcy or similar proceeding may take months or years to complete, a claim based on principal and on interest only up to the start of the bankruptcy or similar proceeding may be substantially less than a claim based on principal and on interest through the end of the bankruptcy or similar proceeding.

 

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In a bankruptcy or similar proceeding of Prosper, there may be uncertainty regarding whether a holder of a Note has any priority right to payment from the corresponding borrower loan.  In a bankruptcy or similar proceeding of Prosper, there may be uncertainty regarding whether a holder of a Note has any priority right to payment from the corresponding borrower loan.  If we or the indenture trustee fail to perfect the security interest properly, you may be required to share the proceeds of the borrower loan upon which your Note is dependent for payment with Prosper’s other creditors.  In addition, if proceeds from the corresponding borrower loan are either held by Prosper in the clearing account at the time of the bankruptcy or similar proceeding of Prosper, or not yet received by Prosper from borrowers at the time of the commencement of the bankruptcy or similar proceeding, such proceeds may be at greater risk than those proceeds that are already held by Prosper in the funding account at the time of the bankruptcy or similar proceeding.  To the extent that proceeds of the corresponding borrower loan would be shared with other creditors of Prosper, any secured or priority rights of such other creditors may cause the proceeds to be distributed to such other creditors before any distribution is made to you on your Note.

 

In a bankruptcy or similar proceeding of Prosper, there may be uncertainty regarding the rights of a holder of a Note, if any, to payment from funds in the master servicing account.  If a payment is made on a borrower loan corresponding to a Note before a bankruptcy or similar proceeding of Prosper is commenced, and those funds are held in the master servicing account and have not been used by Prosper to make payments on the Note as of the date the bankruptcy or similar proceeding is commenced, there can be no assurance that Prosper will or will be able to use such funds to make payments on the Note.  Other creditors of Prosper may be deemed to have rights to such funds that are equal to or greater than the rights of the holder of the Note.  See “About the Platform—Loan Servicing and Collections” for more information.

 

In a bankruptcy or similar proceeding of Prosper, there may be uncertainty regarding the rights of a holder of a Note, if any, to access funds in the funding account.  Although, we believe that amounts funded by our lender members into the FBO account at Wells Fargo should not be subject to claims of creditors of Prosper other than the lender members for whose benefit the funds are held, the legal title to the FBO account, and the attendant right to administer the FBO account would be property of Prosper’s bankruptcy estate.  As a result, if Prosper were to file for bankruptcy protection, the legal right to administer the funds in the FBO account would vest with the bankruptcy trustee or debtor in possession.  In that case, while neither Prosper nor its creditors should be able to reach those funds, the indenture trustee or the lender members may have to seek a bankruptcy court order lifting the automatic stay and permitting them to withdraw their funds.  Lender members may suffer delays in accessing their funds in the FBO account as a result.  Moreover, United States Bankruptcy Courts have broad powers and, if Prosper has failed to properly segregate or handle lender members’ funds, a bankruptcy court could determine that some or all of such funds were beneficially owned by Prosper and therefore that they became available to the creditors of Prosper generally.  See “About the Platform—Loan Servicing and Collections” for more information.

 

In a bankruptcy or similar proceeding of Prosper, the holder of a Note may be delayed or prevented from enforcing Prosper’s repurchase obligations.  In a bankruptcy or similar proceeding of Prosper, any right of a holder of Note to require Prosper to repurchase the Note under the circumstances set forth in the lender registration agreement may not be specifically enforced, and such holder’s claim for such repurchase may be treated less favorably than a general unsecured obligation of Prosper.

 

In a bankruptcy or similar proceeding of Prosper, the implementation of back-up servicing arrangements may be delayed or prevented.  In a bankruptcy or similar proceeding of Prosper, our ability to transfer servicing obligations to a back-up servicer may be limited and subject to the approval of the bankruptcy court or other presiding authority.  The bankruptcy process may delay or prevent the implementation of back-up servicing, which may impair the collection of borrower loans to the detriment of the Notes.

 

If the security of our lender members’ and borrowers’ confidential information stored in our systems is breached or otherwise subjected to unauthorized access, your secure information may be stolen, our reputation may be harmed, and we may be exposed to liability.

 

Our platform stores our lender members’ and borrowers’ bank information and other personally-identifiable sensitive data.  Any accidental or willful security breaches or other unauthorized access could cause your secure information to be stolen and used for criminal purposes.  Security breaches or unauthorized access to secure information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity.  If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in our software are exposed and exploited, and, as a result, a third party or disaffected employee obtains unauthorized access to any of our lender members’ or borrowers’ data, our relationships with our members will be severely damaged, and we could incur significant liability.  Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until they are launched against a target, we and our third-party hosting facilities may be unable to anticipate these techniques or to implement adequate preventative measures. 

 

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of the services of Mr. Larsen or other executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

 

Our growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our growth, we may not be able to successfully implement our business plan.

 

Our growth in headcount and operations since our inception has placed, and will continue to place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure.

 

Our success will depend in part on the ability of our senior management to manage the growth we achieve effectively.  To do so, we must continue to hire, train and manage new employees as needed.  If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed.  To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and update our reporting procedures and systems.  The addition of new employees and the system development that we anticipate will be necessary to manage our growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.  If we fail to successfully manage our growth, we will be unable to execute our business plan.

 

Purchasers of Notes will have no control over Prosper and will not be able to influence Prosper corporate matters.

 

We are not offering any equity in this offering.  Lender members who purchase Notes offered through our platform will have no equity interest in Prosper and no ability to vote on or influence our corporate decisions.  As a result, our stockholders will continue to exercise 100% voting control over all of our corporate matters, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets.

 

Neither the Notes nor the indenture restrict our ability to incur additional indebtedness.  Any additional debt we incur may increase our risk of bankruptcy, which could impair your ability to receive the full principal and interest payments that you expect to receive on a Note.

 

If we incur additional debt after the Notes are issued, it may adversely affect our creditworthiness generally, and could result in the financial distress, insolvency, or bankruptcy of Prosper.  As discussed above, the financial distress, insolvency or bankruptcy of Prosper could impair your ability to receive the full principal and interest payments that you expect to receive on a Note.

 

Risks Relating to Compliance and Regulation

 

Our platform is a novel approach to borrowing that may fail to comply with borrower protection laws such as state lending laws, or federal and state consumer protection laws such as the Truth in Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and the Fair Debt Collection Practices Act and their state counterparts.  Borrowers may make counterclaims regarding the enforceability of their obligations after collection actions have commenced, or otherwise seek damages under these laws.  Compliance with such regimes is also costly and burdensome.

 

Our platform operates a novel program that must comply with regulatory regimes applicable to consumer credit transactions.  The novelty of our platform means compliance with various aspects of such laws is untested.  Certain state laws generally regulate interest rates and other charges and require certain disclosures, and require licensing for certain activities.  In addition, other state laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the origination, servicing and collection of the borrower loans.  Our platform is also subject to other federal and state laws, such as:

 

·                  the Federal Truth-in-Lending Act and Regulation Z promulgated thereunder, and similar state laws, which require certain disclosures to borrowers regarding the terms of their borrower loans;

 

·                  the Federal Equal Credit Opportunity Act and Regulation B promulgated thereunder, which prohibit discrimination on the basis of age, race, color, sex, religion, marital status, national origin, receipt of public assistance or the exercise of any right under the Consumer Credit Protection Act, in the extension of credit;

 

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·                  the Federal Fair Credit Reporting Act, which regulates the use and reporting of information related to each borrower member’s credit history; and

 

·                  the Federal Fair Debt Collection Practices Act and similar state debt collection laws, which regulate debt collection practices by “debt collectors” and prohibit debt collectors from engaging in certain practices in collecting, and attempting to collect, outstanding consumer loans.

 

We may not always have been, and may not always be, in compliance with these laws.  Compliance with these requirements is also costly, time-consuming and limits our operational flexibility.  See “Government Regulation—Regulation of Consumer Protection Laws” for more information.

 

Noncompliance with laws and regulations may impair our ability to facilitate the origination of or service borrower loans.

 

Generally, failure to comply with the laws and regulatory requirements applicable to our business may, among other things, limit our, or a collection agency’s, ability to collect all or part of the principal amount of or interest on the borrower loans on which the Notes are dependent and, in addition, could subject us to damages, revocation of required licenses or other authorities, class action lawsuits, administrative enforcement actions, and civil and criminal liability, which may harm our business and ability to maintain our platform and may result in borrowers rescinding their borrower loans.

 

Where applicable, we seek to comply with state lending, servicing and similar statutes.  In all U.S. jurisdictions with licensing or other requirements we believe may be applicable to the platform, we have obtained any necessary licenses or comply with the relevant requirements.  Nevertheless, if we are found to not comply with applicable laws, we could lose one or more of our licenses or authorizations or face other sanctions, which may have an adverse effect on our ability to continue to facilitate the origination of borrower loans through our platform, perform our servicing obligations or make our platform available to borrowers in particular states, which may impair your ability to receive the payments of principal and interest on your Notes that you expect to receive.  See “Government Regulation—Regulation of Consumer Protection Laws—State and Federal Laws and Regulations” for more information.

 

We rely on our agreement with WebBank to originate loans to qualified borrower members on a uniform basis throughout the United States.  If our relationship with WebBank were to end, we may need to rely on individual state lending licenses to originate borrower loans.

 

Borrower loan requests take the form of an application to WebBank, which currently makes all loans to our borrower members who request loans through our platform, and allows our platform to be available to borrowers on a uniform basis throughout the United States.  If our relationship with WebBank were to end or if WebBank were to cease operations, we may need to rely on individual state lending licenses to originate borrower loans.  Because we do not currently possess state lending licenses in every U.S. state, we may be required to discontinue lending or limit the rates of interest charged on borrower loans in some states.  We may face increased costs and compliance burdens if our agreement with WebBank terminated.

 

Several lawsuits have sought to recharacterize certain loan marketers and other originators as lenders.  If litigation on similar theories were successful against us, Prosper borrower loans originated through the Prosper platform could be subject to state consumer protection laws in a greater number of states.

 

Several lawsuits have brought under scrutiny the association between high-interest “payday loan” marketers and out-of-state banks.  These lawsuits assert that payday loan marketers use out-of-state lenders in order to evade the consumer protection laws imposed by the states where they do business.  Such litigation has sought to recharacterize the loan marketer as the lender for purposes of state consumer protection law restrictions.  Similar civil actions have been brought in the context of gift cards.  We believe that our activities are distinguishable from the activities involved in these cases.

 

Additional state consumer protection laws would be applicable to the borrower loans originated or sold on our platform if we were recharacterized as a lender, and the borrower loans could be voidable or unenforceable.  In addition, we could be subject to claims by borrowers, as well as enforcement actions by regulators.  Even if we were not required to cease doing business with residents of certain states or to change our business practices to comply with applicable laws and regulations, we could be required to register or obtain licenses or regulatory approvals that could impose a substantial cost on us.  To date, no actions have been taken or

 

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FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements that involve substantial risks and uncertainties.  All statements, other than statements of historical facts, included in this prospectus regarding Prosper borrowers, credit scores, Prosper Ratings, estimated loss rates, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements.  The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.  These forward-looking statements include, among other things, statements about:

 

·                  the status of borrowers, the ability of borrowers to repay borrower loans and the plans of borrowers;

 

·                  estimated loss rates;

 

·                  expected rates of return and interest rates;

 

·                  the attractiveness of our platform;

 

·                  our financial performance;

 

·                  the impact of our new structure on our financial condition and results of operations;

 

·                  the availability and functionality of our Note Trader platform;

 

·                  our ability to retain and hire necessary employees and appropriately staff our operations;

 

·                  regulatory developments;

 

·                  our intellectual property; and

 

·                  our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

 

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 have included important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section, that could cause actual results or events to differ materially from forward-looking statements contained in this prospectus.  Forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

 

You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that actual future results may be materially different from what we expect.  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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USE OF PROCEEDS

 

We will use the proceeds of each series of Notes to facilitate the funding or sale of a borrower loan through our platform designated by the lender members purchasing such series of Notes.  We will use the proceeds of each series of Notes to purchase the corresponding borrower loan obtained by the Prosper borrower member or sold by a loan seller on our platform.  Proceeds of the sale of Prosper Borrower Notes are paid to WebBank for the purchase of borrower loans by Prosper from WebBank.  Proceeds of the sale of Prosper Open Market Notes are paid to the loan seller that listed the corresponding open market loan for sale.  See “About the Platform” for more information.

 

PLAN OF DISTRIBUTION

 

We will offer the Notes to our lender members at 100% of their principal amount.  The Notes will be offered only by Prosper through the Prosper website, and there will be no underwriters or underwriting discounts.  See “About the Platform” for more information.

 

FINANCIAL SUITABILITY REQUIREMENTS

 

The Notes are highly risky and speculative.  Investing in the Notes should be considered only by persons who can afford the loss of their entire investment.  Our platform currently allows lender members to bid as little as $50 and as much as the full amount of any particular listing, up to an aggregate amount of $5,000,000 for individuals and $50,000,000 for institutions.  To purchase Notes, lender members located in Alaska, Idaho, Kansas and Pennsylvania must satisfy minimum financial suitability standards and maximum investment limits. Specifically, lender members must either:

 

·                  have an annual gross income of at least $70,000 and a net worth (exclusive of home, home furnishings and automobile) of at least $70,000; or

 

·                  have a net worth (determined with the same exclusions) of at least $250,000.

 

In addition, no lender member located in these states may purchase Notes in an amount in excess of 10% of the lender member’s net worth, determined exclusive of home, home furnishings and automobile.  We are currently seeking to register the offer and sale of our Notes in all 50 states and the District of Columbia.  As part of this process, we expect that states in addition to those referenced above, will impose minimum financial suitability standards and maximum investment limits for lender members who reside in their states.  Should this occur we will set forth these requirements in a supplement to this prospectus.  Under the lender registration agreement, lender members are required to represent and warrant that they satisfy the applicable minimum financial suitability standards and maximum investment limits of the state in which they reside.  Lender members who fail to satisfy any such requirements will not be permitted to purchase Notes.

 

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ABOUT THE PLATFORM

 

Overview

 

Our platform enables our borrower members to borrow money, registered loan sellers to list open market loans for sale and our lender members to purchase Notes issued by Prosper, the proceeds of which facilitate the funding or sale of specific loans made to borrowers.  By permitting loan sellers to list for sale on our platform existing loans and retail installment sale contracts they own, we provide banks, consumer finance companies and other financing entities with an additional liquidity option that currently does not exist.  Our platform also allows for the formation of community groups and allows Prosper borrower members to participate on our platform as a member of a group, although Prosper borrower members do not need to join a group in order to request Prosper borrower loans on our platform.

 

Online peer-to-peer lending is a new approach to consumer finance.  Peer-to-peer lending uses an Internet-based network to connect borrower and lender members.  Our platform generally provides transactional services for the online network, including screening borrowers for borrowing eligibility and facilitating payments.  Our platform allows Prosper borrower members and lender members to connect with each other using a combination of financial and social criteria.  Online peer-to-peer lending also entails significantly lower operating costs compared to traditional banking and commercial finance institutions because there are no physical branches and related infrastructure.

 

As an early participant in the development of online peer-to-peer lending, Prosper views consumer finance delivered through an online peer-to-peer platform as an important new market opportunity, as well as a method of providing much needed transparency and liquidity in the consumer lending and capital markets.  Key drivers of peer-to-peer lending include the following:

 

·                  the possibility of lower interest rates for Prosper borrower members;

 

·                  the possibility of attractive interest rates and yield percentages for lender members;

 

·                  the possibility for lender members and borrower members to help each other by participating in our platform to their mutual benefit;

 

·                  tightening consumer credit markets, particularly among traditional banking institutions; and

 

·                  growing acceptance of the Internet as an efficient and convenient forum for consumer transactions.

 

How the Platform Operates

 

Our platform is an online auction-style marketplace that permits our lender members to bid on listings and purchase from Prosper, Notes that are dependent for payment on payments we receive on the corresponding borrower loans described in the listing.  Two types of listings appear on our platform: (1) listings posted by individual consumer members of Prosper requesting individual consumer loans, which we refer to as “Prosper borrower listings” and “Prosper borrower loans,” respectively; and (2) listings posted by financial institutions registered with Prosper, whom we refer to as “loan sellers,” setting forth the terms of existing loans and retail installment sale contracts owned by the financial institutions and offered for sale to Prosper, which we collectively refer to as “open market listings” and “open market loans,” respectively.  We refer to the persons obligated to make payments under the borrower loans as “borrowers.”

 

Our platform operates online only and is available to Prosper borrower members, lender members and loan sellers in all 50 states and the District of Columbia, subject to state suitability requirements.  Our registration, processing and payment systems are automated and electronic.  We have no physical branches, no deposit-taking and interest payment activities and extremely limited loan underwriting activities.  Our website provides detailed information about our platform, including detailed fee information, the full text of our member legal agreements, help pages and white papers.  In addition to the customer support materials available on our website, we make additional customer support available to members by email and phone.  Our customer support team is currently located at our headquarters in San Francisco, California.

 

We attract lender members and borrowers to our website, www.prosper.com, through a variety of sources.  We drive traffic through referrals from other parties (which include online communities, social networks and marketers), through search engine results

 

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and through online and offline advertising.  We are not dependent on any one source of traffic to our website.  As of October 2008, the month we stopped offering lender members the opportunity to make purchases on our platform, our website was receiving an average of approximately 288,000 unique visitors per month.

 

We generate revenue by charging loan sellers transactions fees on open market loans sold to Prosper and lender members ongoing servicing fees on the Notes they have purchased, and from transaction fees paid by borrower members on Prosper borrower loans.  For the fiscal year ended December 31, 2008, we originated $69.6 million dollars of loans, a 14% decrease from the prior year.  Because we collect small fees and other revenue from thousands of borrowers, no single borrower has accounted for more than 0.1% of our revenue during our fiscal year ended December 31, 2008.

 

Platform Participants, Registration Requirements and Minimum Credit Criteria

 

All platform participants must register with Prosper and agree to our platform rules and terms of use, including consent to receipt of disclosures electronically.  At the time of registration, individuals or authorized institutional agents must provide their name, address and an email address.  After responding to an email verification, registrants must agree to the terms and conditions (including the applicable registration agreement) for the specific role for which they are registering.

 

Prosper Borrower Members

 

A Prosper borrower member may be any natural person at least 18 years of age who is a U.S. resident in a state where loans through the platform are available, with a bank account and a social security number.  After passing Prosper’s anti-fraud and identity verification process, Prosper borrower members can request unsecured Prosper borrower loans at interest rates which are determined by an auction process.  We allow Prosper borrowers to post listings on our platform regardless of their income, although we reserve the right to restrict access to our platform by setting minimum credit or other guidelines for Prosper borrower members.

 

When a borrower member requests a Prosper borrower loan, we evaluate whether the borrower meets the underwriting criteria we established with WebBank.  The underwriting criteria apply for all Prosper borrower loans originated through our platform and may not be changed without WebBank’s consent.  The underwriting criteria requires that borrowers have a minimum credit score of a specified threshold amount (currently 640, except that the minimum is 600 for borrower members who (i) had previously obtained a Prosper loan and paid off the loan in full, or (ii) are seeking a second loan and otherwise eligible for a second loan), and no prior charge-offs on borrower loans originated through our platform.  In connection with our identity and anti-fraud verification of Prosper borrower members, we verify the deposit account from which the Prosper borrower member will make payments, to determine that the Prosper borrower member is a holder of record of the account.  Even if a listing receives bids in the total amount requested, Prosper will cancel the listing without funding the requested Prosper borrower loan if we are unable to verify the Prosper borrower member’s account.  While we attempt to authenticate each platform participant’s identity, our fraud checks could fail to detect identity theft, fraud and inaccuracies.  See “Risk Factors—Risks Related to Borrower Default” for more information.

 

Borrower members may have up to two Prosper borrower loans outstanding at any one time, provided that the aggregate outstanding principal balance of both Prosper borrower loans does not exceed the then-current maximum allowable loan amount for Prosper borrower loans (currently $25,000).  Currently, to be eligible to obtain a second Prosper borrower loan while an existing loan is outstanding:

 

·                  Prosper borrower members must be current on their existing Prosper borrower loan, and must not have been more than fifteen days past due in making their most recent monthly Prosper borrower loan payments for a specified number of months (between six and twelve, depending on the borrower’s credit score range),

 

·                  Prosper borrower members may not post a listing for a second Prosper borrower loan within six to twelve months (depending on the borrower’s credit score range) following the date of origination of their existing Prosper borrower loan, and

 

·                  the Prosper borrower member’s credit score must be 600 or more, and must not drop more than a specified number of points (currently twenty to forty points, depending on the borrower’s credit score range at time the existing loan was obtained) below the Prosper borrower member’s credit score at the time its existing Prosper borrower loan was obtained.

 

Prosper borrower loan underwriting requirements, including eligibility requirements for second loans are subject to change from time to time.

 

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Loan Sellers

 

Commercial banks, savings banks, consumer finance companies and other types of financing entities registered with Prosper are eligible to list open market loans for sale on our platform.  Prior to approving a loan seller to list loans for sale, Prosper undertakes a due diligence process of the candidate institution.  Our objective is to confirm that the information provided by the loan seller will accurately describe the loan being listed for sale, and to establish service level agreements and reports to monitor critical processes on an ongoing basis.  This monitoring process includes both monthly reports and periodic on-site audits.  During this process we review the credit quality, underwriting and loss expectation of the open market loans.  We also review the loan seller’s processes with respect to loan origination, chain of title, documentation, balance calculation, record keeping system, servicing and collections, dispute resolution and end-of-loan procedures. A description of the loan seller is posted on the Prosper website for lender members to review.

 

Once approved, loan sellers can offer to sell open market loans on our platform.  All open market loans listed for sale on our platform:

 

·                  must have fixed, versus variable, interest rates;

 

·                  must have maturities of three months or more; and

 

·                  must be current at the time of listing.

 

Generally, at least one payment must be made on an open market loan prior to listing; however, Prosper reserves the right to waive or modify the minimum number of payments required on open market loans from time to time.  In addition, open market loans may include secured or unsecured loans, but may not include real estate secured loans at this time.  Prosper does not require the borrowers under the open market loans to have a minimum credit score, and borrowers can have any level of creditworthiness, including non-prime and sub-prime credit ratings.

 

Lender Members

 

Our lender members are individuals and institutions that have the opportunity to buy our Notes.  Lender members must register on our website.  During lender registration, potential lender members must agree to a credit profile authorization statement for identification purposes, a tax withholding statement and the terms and conditions of our website.  Lender members must also enter into a lender registration agreement with us, which agreement governs all sales of our Notes to the lender members.  Lender members are not required to give credit information to the same extent as Prosper borrower members.  Individual lender members must be natural persons at least 18 years of age and a U.S. resident, must provide their social security number and may provide their state driver’s license or state identification card number.  Institutions must provide their taxpayer identification numbers to us.  At the time a lender member registers with Prosper, the lender member must agree to the rules, limitations, processes and procedures established by Prosper for originating, servicing and collecting borrower loans, and for purchasing Notes from Prosper through our platform.  In addition, the lender member must satisfy the minimum financial suitability standards and maximum investment limits established for the platform or the Note Trader platform, as then in effect, in the state in which the lender member resides.  Prior to bidding on a listing, lender members must transfer funds to an account maintained on our platform, which we refer to as a “funding account.” The funding account holds all funds supporting a lender member’s bids and all Note payments payable to the lender member are deposited in the funding account.

 

Groups and Group Leaders

 

Borrower and lender members may choose to belong to certain groups of people with common interests.  Groups can be any formal or informal collection of people with common interests, including social, cultural, ethnic, professional, education-based, geographical, athletic, religious or any other official or unofficial affiliation.  Groups may consist of borrowers, lender members or registered Prosper users who have not taken a role, or any combination of the above.  Groups allow people to join together for the common goal of borrowing money at desirable interest rates and give borrowers an additional incentive—the borrower’s reputation within the group—to meet their obligation to repay a borrower loan.

 

Groups are headed by group leaders who display their groups on the Prosper website and may invite prospective borrowers to our platform.  Group leaders are individuals who serve as the head of a group of Prosper borrower members or prospective borrowers on our platform.  An individual must be registered as a Prosper borrower member or a lender member on our platform in order to register as a group leader.  Group leaders are able to condition membership on personal facts and characteristics that may not be available to lender members generally.  Group leaders also have the ability, if they so choose, to review and approve their group members’ listings before they are posted on our platform for bidding.  Group leaders may only act as a leader of one group and do not guarantee payments on any borrower loan or Note.

 

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performing income and employment verifications.  We determine whether to verify a Prosper borrower member’s income and employment information primarily based on our analysis of the following factors using a propriety algorithm and matrix:

 

·                  Prosper Rating;

 

·                  loan amount;

 

·                  stated income; and

 

·                  debt-to-income ratio.

 

Between September 1, 2007 and August 31, 2008, we verified employment and income on only approximately 23% of borrower listings that had bids totaling 70% or more of the requested loan amount.  When we perform these verifications, we contact Prosper borrower members by email or telephone to request additional information.  Of the Prosper borrower members undergoing verification during this period:

 

·                  approximately 56% provided us with satisfactory responses and received a borrower loan;

 

·                  approximately 38% did not provide satisfactory responses, or did not respond, and their listings were cancelled; and

 

·                  approximately 6% either withdrew their listings, or failed to receive bids totaling the amount of their requested loan.

 

We expect that the percentage of listings for which we conduct income and employment verifications, and the percentage of Prosper borrower members who ultimately have their income and employment verified, will decline as our volumes increase.  See “Risk Factors—Risks Related to Borrower Default—Information supplied by borrowers may be inaccurate or intentionally false” and “—Your recourse will be extremely limited in the event that borrower information is inaccurate for any reason” for more information.

 

Open Market Listings

 

The information in open market listings describing the borrower loan for sale is provided by the loan seller and is not verified by Prosper.  This includes the borrower’s credit, home ownership, employment and income information.  Open market listings contain a statement that such information is provided by the loan seller and displayed without having been verified by Prosper. To the extent the borrower’s credit, home ownership, employment or income information has been verified by the loan seller, the loan seller’s verification practices will be described in the description of the loan seller accessible from a link on the open market listing.  Prior to permitting a loan seller to list open market loans on our platform, we perform a due diligence review of the loan seller, where our objective is to confirm that the information provided by the loan seller will accurately describe the loan being listed for sale, and to establish service level agreements and reports to monitor critical processes on an ongoing basis.  In addition, Prosper represents and warrants to the holders of each series of Notes, that the loan seller has made commercially reasonable efforts to authenticate and verify the identity of the borrower under the corresponding open market loan upon which a series of Notes is dependent for payment.

 

Prosper’s Note Repurchase and Indemnification Obligations

 

Under the lender registration agreement, in the event of a material default under a series of Prosper Borrower Notes and Prosper Open Market Notes due to verifiable identity theft of the named borrower’s identity, Prosper will repurchase the Note and credit the lender members’ account with the remaining unpaid principal balance of the Note.  The determination of whether verifiable identity theft has occurred is in our sole discretion.  We generally recognize the occurrence of identity fraud upon receipt of a police report regarding the identity fraud.  This remedy for identity fraud only provides an assurance that our borrower identity verification is accurate; in no way is it a guarantee of a borrower’s self-reported information (beyond the borrower’s identity) or a borrower’s creditworthiness.  We expect the incidence of identity fraud on our platform to be low because of our identity verification process for Prosper borrower loans and because prior payments will generally have been made under the open market loans.  As of December 31, 2008, we had experienced 19 cases of confirmed identity fraud affecting 32 loans since our inception.  In these cases, we received a police report from the victim of the identity fraud, evidencing that identity fraud had occurred.

 

In the event we breach any of our other representations and warranties in the lender member registration agreement, and such breach materially and adversely effects a series of Notes, we will either indemnify the lender members, repurchase the series of Notes or cure the breach.  The limited circumstances where this may occur include the failure of the corresponding borrower loan to comply at origination in material respects with applicable federal and state law or if the listing describing the Note contains a Prosper score different from the score calculated by Prosper for that listing, or Prosper incorrectly applied its formula to determine the Prosper score, resulting in a Prosper Rating different from the Prosper Rating that should have appeared in the listing.  Prosper is not, however, under any obligation to cure, indemnify or repurchase a series of Notes because of the Prosper score or Prosper Rating for any other reason.  In addition, Prosper is not obligated to repurchase or indemnify you if your investment is not realized in whole or in part due to fraud (other than verifiable identity theft) in connection with a listing for the underlying borrower loan, or due to false or inaccurate statements or omissions of fact in a borrower’s listing, whether in credit data, borrower’s representations, user recommendations, group affiliations or similar indicia of borrower intent and ability to repay the borrower loan. If Prosper repurchases a Note, only the outstanding principal balance will be returned to the lender member.

 

In the event a loan seller is required to repurchase an open market loan from Prosper under the terms of the master purchase agreement, upon our receipt of the repurchase price we will distribute the gross proceeds to the holders of the Notes dependent for payment on that open market loan.  The circumstances under which a loan seller is obligated to repurchase open market loans from Prosper will vary from loan seller to loan seller.  Because the loan sellers representations and warranties are not made to the lender members, the lender members have no right to take action against the loan seller or Prosper in the event the loans seller breaches its representations and warranties to Prosper.  Lender members must rely on the representations and warranties of Prosper set forth in the lender member registration agreement.

 

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Prosper Rating Assigned to Listings

 

Each listing will be assigned a Prosper Rating. The Prosper Rating is a letter that indicates the level of risk associated with a listing and corresponds to an estimated average annualized loss rate range for the listing. This rating system allows Prosper to maintain consistency when assigning a rating to the listing regardless of loan seller, type of credit score or type of loan being offered for sale. There are currently seven Prosper Ratings, but this, as well as the loss ranges associated with each, may change over time as the marketplace dictates. The current Prosper Ratings and the estimated loss ranges associated with them are as follows:

 

 

A Prosper borrower listing with an “A” Prosper Rating is represented by the highlighted cells in the table below. The estimated loss rates indicated by the Prosper Rating are not a guarantee and actual performance may materially differ from expected performance.

 

Prosper uses two scores to estimate expected loss rates on Prosper borrower listings: (1) a custom Prosper score, discussed below, and (2) a credit score obtained from a credit reporting agency (currently, the Experian’s Scorex Plus score). Similarly, Prosper uses the projected loss rates for open market listings provided to Prosper by the loan seller, which generally are based on the loan seller’s observed historical repayment performance on such loans as discussed below.

 

The following chart provides an example of how the system works. Each of the two scores is divided into 10 segments and each cell indicates an estimated loss rate based on the intersection of the two scores. The score ranges were chosen based on loss rate differentiation and these ranges as well as the loss rates will be updated at least annually, but no more frequently than quarterly, based on the performance history of the borrower loans. Estimated net loss rates for the cells in the chart below are based on performance of historical Prosper loans that fall into given cells; cells are combined due to small volumes and/or similar behavior.

 

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		Experian Scorex Plus Score
Prosper Score		<560		560- 599		600-619		620-639		640-679		680- 699		700- 729		730- 769		770- 799		800+
1		38	%	38	%	38	%	38	%	33	%	33	%	33	%	33	%	33	%	33	%
2		24	%	24	%	24	%	24	%	23.5	%	23.5	%	23.5	%	16	%	16	%	16	%
3		24	%	24	%	24	%	24	%	23.5	%	23.5	%	16	%	16	%	16	%	16	%
4		18	%	18	%	18	%	18	%	16	%	16	%	16	%	16	%	6.5	%	5.0	%
5		18	%	18	%	18	%	18	%	16	%	16	%	15	%	15	%	6.5	%	5.0	%
6		18	%	18	%	13.5	%	13.5	%	13	%	13	%	8.5	%	8.5	%	6.5	%	1.5	%
7		18	%	18	%	13.5	%	13.5	%	8.5	%	8.5	%	8.5	%	8.5	%	6.5	%	1.5	%
8		18	%	18	%	13.5	%	13.5	%	8.5	%	8.5	%	8.5	%	5.0	%	1.5	%	1.0	%
9		18	%	18	%	13.5	%	13.5	%	6.0	%	6.0	%	1.5	%	1.5	%	1.5	%	1.0	%
10		18	%	18	%	13.5	%	13.5	%	6.0	%	6.0	%	1.5	%	1.0	%	1.0	%	1.0	%

 

Prosper Score

 

The Prosper score predicts the probability of a loan going “bad,” where “bad” is the probability of going 60+ days past due. The output of the model to Prosper users is a Prosper score which ranges from 1 to 10, with 10 being the best, or lowest risk score and 1 being the worst or highest risk score. To create the Prosper score, Prosper developed a custom risk model using historical Prosper data. The Prosper score was built specifically on the Prosper population, so it incorporates behavior that is unique and inherent to this population. In contrast, the credit score obtained from a credit reporting agency is based on a much broader population, of which Prosper borrowers are just a small subset. As such, the credit reporting agency score should, and does, rank default risk on the Prosper population, but Prosper does not believe it is as discriminating as the Prosper score. Prosper uses both the Prosper score and the credit reporting agency score together to assess the level of risk associated with a listing and determine estimated loss rates reflected by the Prosper Rating.

 

All loans booked from April, 2007 through June, 2007 were used to build the model, with the performance measured through December, 2008. All potential variables available at the time of listing, including those from the identification authorization process, the credit report and listing details provided by the borrower were analyzed for potential inclusion in the final model. After many model iterations were completed and analyzed, Prosper identified key variables for calculating the Prosper score, including but not limited to: number of delinquent accounts, delinquent balance, number of inquiries in the past six months, number of recently opened trades, and amount of available credit on bankcards.

 

Projected Loss Rates—Open Market Loans

 

The projected loss rates for open market listings are provided by the loan seller and are based on the loan seller’s observed historical repayment performance on such loans. The projected loss rates are equal to a balance-weighted average of average annualized loss rates. The average annualized loss rate (“AALR”) is computed using the formula: AALR = A/B x 12, with:

 

A = Net principal charge-offs in month “X”; and

 

B = Total principal balance* in month “X”

 

(* Note: Total principal balance includes all accounts: current, delinquent accounts and accounts that have charged-off or paid off that month).

 

The AALR is generally calculated on a monthly basis and annualized; however, the period of calculation may vary based on the payment periods of the open market loans. In the event loan sellers want to offer loans for sale that do not have any historical performance information, the loan seller will determine a projected loss rate using historical loss rates for credit obligations similar to the loan being offered for sale, which are derived by the loan seller based on comparable portfolios (e.g., performance of similar asset-based securities) or derived from nationwide loss rate information from consumer reporting agencies. This estimated loss rate will be displayed in the open market listing.

 

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Credit Score Range

 

In addition to the Prosper Rating, each Prosper borrower listing will also show the borrower’s numerical credit score range. The numerical credit score range is determined based on the credit score provided to Prosper by a consumer reporting agency, which is the same credit score used to calculate the Prosper Rating.

 

Prosper borrower listings will indicate the credit score range at time of the listing. Open market listings will show the credit score range at origination if a credit score was used by the loan seller in its credit decision, and will show the credit score range at the time of listing only if the credit score range is provided by or available through authorization of the loan seller. Listings on the Note Trader platform will show the score range at the time of listing, if a score is available. The numerical credit score is not displayed or disclosed to anyone (including the borrower).

 

When a borrower initiates the process of posting a Prosper borrower listing on our platform, we check to see if we have a credit score on that person. If we have a credit score on file and it is not more than thirty days old and it meets the minimum threshold (currently 640, except that the minimum is 600 for borrower members who (i) had previously obtained a Prosper loan and paid off the loan in full, or (ii) are seeking a second loan and otherwise eligible for a second loan), the borrower may post the listing. If the credit report we have on file for such borrower is more than 30 days old, we initiate an inquiry to retrieve a credit report and credit score on the borrower to determine whether the borrower’s credit score meets the minimum threshold for posting a listing and to enable us to compute the Prosper Rating when the borrower creates the listing. With respect to open market listings, the loan seller (or Prosper with the loan seller’s authorization) may obtain an updated credit score on the borrower.

 

Platform Listings

 

Prosper Borrower Loan Listings

 

Once a loan listing is completed by the borrower, the listing is posted on our website and then becomes available for bidding by lender members. A Prosper borrower listing is a request by a Prosper borrower member for a Prosper borrower loan in a specified amount, at an interest rate equal to the maximum interest rate set forth in the listing. Prosper borrower loans are unsecured obligations of individual borrower members with an interest rate determined in an auction format and with a specified loan term, currently set at three years, but which Prosper anticipates in the near future extending  to between three months to seven years. Prosper borrower members may currently request loans within specified minimum and maximum principal amounts (currently between $1,000 and $25,000), which are subject to change from time to time. Prosper borrower loans may be repaid at any time by Prosper borrower members without prepayment penalty. A Prosper borrower loan will be made to a borrower member only if the borrower’s listing has received bids totaling the full amount of the requested loan.

 

In addition to the Prosper borrower’s requested loan amount and maximum interest rate, Lender members are able to view:

 

·                  the current interest rate, annual percentage rate and monthly payment amount on the requested Prosper borrower loan;

 

·                  the servicing fee lenders must pay to Prosper;

 

·                  the starting lender yield percentage and the current yield percentage (net of the servicing fee) that must be bid by lenders;

 

·                  the borrower’s Prosper Rating and estimated loss rate;

 

·                  the borrower’s Prosper score, calculated by Prosper, and numerical credit score range provided to Prosper by a credit reporting agency;

 

·                  the number of accounts on which the borrower is currently late on a payment, including unpaid derogatory accounts;

 

·                  the total past-due amount the borrower owes on all delinquent and derogatory accounts;

 

·                  the number of 90+ days past due delinquencies on the borrower’s credit report;

 

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·                  the number of public records (e.g., bankruptcies, liens, and judgments) on the borrower’s credit report over the last 12 months, and over the last 10 years;

 

·                  the number of inquiries made by creditors to the borrower’s credit report in the last six months;

 

·                  the month and year the borrower’s oldest recorded credit line (e.g., revolving, installment, or mortgage credit) was opened;

 

·                  the total number of credit lines appearing on the borrower’s credit report, along with the number that are open and current;

 

·                  the total balance on all of the borrower’s open revolving credit lines;

 

·                  the borrower’s bankcard utilization ratio, expressed as a percentage, reflecting the ratio of the total balance used, to the aggregate credit limit on, all of the borrower’s open bankcards;

 

·                  whether the borrower owns a home;

 

·                  DTI percentage;

 

·                  the Prosper borrower member’s self-reported income range, occupation, employment status, and intended use of funds;

 

·                  the total number of bids that have been made to date toward Notes that will be dependent on the Prosper borrower loan;

 

·                  the number of lender members committed to purchasing Notes that will be dependent for payment on the Prosper borrower loan;

 

·                  the bid rates, bid amounts, winning amounts, and dates of all lender member bids;

 

·                  the borrower’s Prosper friends who have committed to purchase Notes dependent for payment on that Prosper borrower loan by bidding on the listing, together with any narrative recommendation from a bidding Prosper friend;

 

·                  questions posted by lender members that are answered by the borrower; and

 

·                  the borrower’s group affiliations, if any.

 

Part of a borrower’s credit profile displayed in listings is a DTI ratio. DTI is a measurement of the borrower’s ability to take on additional debt. This number takes into consideration how much debt the borrower has or will have, including the borrower loan. The DTI is expressed as a percentage and is calculated by dividing the borrower’s monthly income into his or her monthly debt payments, including the debt resulting from the borrower loan being requested or sold. On Prosper borrower listings, debt amounts are taken from the borrower’s credit report without verification and exclude monthly housing payments, and the borrower’s income is self-reported and not verified by Prosper.

 

Prosper borrower listings may include photos and the borrower’s narrative description of why the loan is being requested, and of the borrower’s financial situation. Although Prosper borrower members and lender members are anonymous to each other, lender members may ask Prosper borrower members questions about the loan listing and Prosper borrower members may, but are not required to, respond to such questions. Prosper borrower members who respond to a lender member’s question may respond privately, or they may elect to have the question and answer posted publicly in the listing. Lender members’ questions are not posted in the listing or displayed elsewhere on our website unless the Prosper borrower member elects to answer the question and elects to make the question and answer publicly available, in which case the question and answer appears in the listing.

 

Prosper borrower members who use our platform must identify their intended use of the loan proceeds. For Prosper borrower loans funded between January 1, 2008 and September 30, 2008, Prosper borrower members identified their intended use of loan proceeds as follows:

 

·                  debt consolidation (approximately 42%);

 

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·                  personal use, such as weddings or medical expenses (approximately 21%);

 

·                  business use, such as financing their home-based or small businesses (approximately 16%);

 

·                  home improvement (approximately 5%);

 

·                  tuition or other education expenses (approximately 4%);

 

·                  financing the purchase of an automobile (approximately 3%); and

 

·                  other (approximately 9%).

 

Potential Prosper borrower members typically state the use of funds in a short sentence or clause, such as “Consolidate my credit card debt and be rid of it.”

 

Borrower loan listing and borrower information available on our platform will be statements made in connection with the purchase and sale of securities, and therefore subject to Rule 10b-5 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In addition, information set forth in borrower loan listings filed in a prospectus supplement will be subject to the liability provisions of the Securities Act.  In general, Section 10b-5 and the liability provisions of the Securities Act provide the purchaser of securities with a right to bring a claim against the issuer for damages arising from any untrue statement of material fact or failure to state a material fact necessary to make any statements made by the issuer not misleading.  In this prospectus, we advise you of the limitations on the reliability of the information provided by Prosper borrowers with respect to Prosper borrower listing and by loan sellers with respect to open market listings.  Accordingly, a court could determine that Prosper has advised you of all material facts regarding the information supplied by Prosper borrowers and by loans seller and your recourse in the event this information is false or misleading may be extremely limited under the securities laws because you have been so advised.

 

Open Market Loan Listings

 

An open market listing is a listing posted by a loan seller on our platform that describes an existing loan owned by the loan seller upon which a series of Prosper Open Market Notes will be dependent for payment. Loan sellers list the sale price and the yield percentage, net of servicing fees, that corresponds to the sale price for the open market loan, the remaining principal balance of the loan and the interest rate the borrower is obligated to pay on the loan. Open market loans may have outstanding principal amounts in excess of the maximum amount a borrower member may request on the platform, and unlike Prosper borrower loans may be repayable more or less frequently than monthly, and may or may not allow the borrower to prepay the loan without prepayment penalty. All open market loans are sold and assigned by the loan seller to Prosper, without recourse to the loan seller, at the end of the auction bidding period, if successful.

 

The information is formatted into a “listing” similar in design to Prosper borrower listings, but with additional information that will make these listings easily identifiable.

 

Lender members are able to view the following items pertaining to the loan being offered for sale:

 

·                  the starting sale price for the loan;

 

·                  the starting lender yield percentage that corresponds to the starting sale price and the current yield percentage (net of servicing fees) that must be bid by lenders;

 

·                  the Prosper Rating, based on information as of the time of origination (rather than the time of listing) and estimated loss rate;

 

·                  the current principal balance;

 

·                  the interest rate the borrower is obligated to pay on the loan;

 

·                  the maturity date of the loan;

 

·                  the number of months to the loan’s maturity date;

 

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·                  whether the loan is secured by collateral;

 

·                  the original loan amount;

 

·                  the loan origination date;

 

·                  the servicing fee lenders must pay, applicable to the borrower loan;

 

·                  name of the loan seller;

 

·                  the borrower’s intended use of the loan;

 

·                  the loan type (direct loan or retail installment sale contract);

 

·                  the borrower’s state of residence;

 

·                  the payment frequency and payment amount;

 

·                    the total amount, and percentage of the principal, of prepayments, if any, that have been made on the loan;

 

·                  the repayment history on the loan;

 

·                  the total number of bids that have been made to date toward Notes that will be dependent on the open market loan;

 

·                  the number of lender members committed to purchasing Notes that will be dependent for payment on the open market loan; and

 

·                  the bid rates, bid amounts, winning amounts, and dates of all lender member bids.

 

Lender members are able to view the following items pertaining to the borrower on the open market loan being offered for sale, to the extent the information is available and was provided to Prosper by the loan seller. The information provided, will vary depending on the underwriting criteria used by a loan seller in originating the loans.

 

·                  the borrower’s credit score range at the time of origination of the loan;

 

·                  the number of accounts on which the borrower is currently late on a payment, including unpaid derogatory accounts;

 

·                  the total past-due amount the borrower owes on all delinquent and derogatory accounts;

 

·                  the number of 90-180+ days past due delinquencies on the borrower’s credit report;

 

·                  the number of public records (e.g., bankruptcies, liens, and judgments) on the borrower’s credit report over the last 12 months, and over the last 10 years;

 

·                  the number of inquiries made by creditors to the borrower’s credit report in the last six months;

 

·                  the month and year the borrower’s oldest recorded credit line (e.g., revolving, installment, or mortgage credit) was opened;

 

·                  the total number of credit lines appearing on the borrower’s credit report, along with the number that are open and current;

 

·                  the total balance on all of the borrower’s open revolving credit lines;

 

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·                  the borrower’s bankcard utilization ratio, expressed as a percentage, reflecting the ratio of the total balance used, to the aggregate credit limit, on all of the borrower’s open bankcards;

 

·                  whether the borrower owns a home;

 

·                  DTI percentage; and

 

·                  income range, employment status, and intended use of funds.

 

All of the borrower’s credit information displayed in open market listings is as of the date of the origination of the open market loan, and not as of the date of the open market listing. Open market listings will also show the borrower’s credit score range as of the time of listing only if the credit score range is provided by or available through authorization of the loan seller. Depending upon how the loan seller calculates DTI, the DTI displayed in open market listings may include the borrower’s housing payments and may be calculated based on joint debt and income of the borrower and his or her spouse or co-borrower. The DTIs on open market listings are provided by the loan seller and are not verified by Prosper, although loan sellers may verify debt and income amounts used in calculating the DTI.

 

A description of the loan seller will be accessible from a link on the open market listing. Information available for review regarding the loan seller, includes the loan seller’s name, form of organization and experience in originating loans of the type offered or other types of loans, information regarding the size and composition of the loan seller’s portfolio, information relating to the loan seller’s credit granting or underwriting process for the assets being sold, including type of loan (secured or unsecured), description of collateral if applicable, range of allowed loan sizes, range of acceptable credit scores, credit verification practices (including whether the loan seller verifies the borrower’s debt or income information used in calculating the DTI), historical loan repayment performance of loans of the type being offered for sale, servicing fees and any relationships or affiliation with Prosper or its affiliates.

 

In the case of a loan that is secured by collateral, the listing would contain information regarding the collateral, for example an auto loan would have information such as:

 

·                  the year, manufacturer and model;

 

·                  mileage; and

 

·                  loan-to-value, expressed as a percentage.

 

Open market listings that involve loans secured by automobiles or other personal property would contain a notice that the assignee of a consumer credit contract for the financing of goods or services takes the obligation subject to claims and defenses the buyer may have against the seller of the goods or services in accordance with the Federal Trade Commission’s holder in due course rule. In its master purchase agreement with Prosper, the loan seller will represent and warrant to Prosper that it has perfected its right to the collateral securing a secured open market loan listed for sale on our platform. If the loan seller materially breaches this representation and warranty, Prosper would require the loan seller to repurchase the loan. Any repurchase proceeds Prosper receives would be distributed to the lender members who own that series of Prosper Open Market Notes.

 

How to Bid to Purchase Notes

 

A bid on a listing is a lender member’s binding commitment to purchase a Note in the principal amount of the lender member’s bid, should the listing receive bids totaling the full amount of the requested loan or the final sale price determined through the auction bidding process. Lender members bid the amount they are willing to commit to purchase a Note dependent for payment on payments we receive on a borrower loan described in the listing, and the minimum yield percentage they are willing to receive. Because servicing fees reduce the effective yield to lenders, the yield percentage displayed in listings, which is the rate lenders must bid, is net of servicing fees. In addition, because the delay between the time a loan seller receives a borrower payment and the time the payment is transferred to the lender member’s funding account (the 15th day of each month) may reduce the yield to maturity for the open market loan, the delay is automatically reflected in the yield percentage displayed in the open market listing.

 

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Purchase of Notes by Prosper or Related Parties

 

Prosper does not participate on the platform as a lender. Some of our executive officers, directors and shareholders have bid on and purchased loans originated through the platform from time to time in the past, and may purchase Notes in the future. As of December 31, 2008, these individuals had purchased $1,020,888 in loans. As certain of our executive officer and directors, by virtue of their duties as employees, have access to information not available to the general population of lender members, we have adopted the following procedures to prevent or detect the improper use of non-public information in bidding activities by such officers and directors:

 

·                  Our corporate policies, distributed to all employees, prohibits an employee’s use of non-public information and any violation of this policy is grounds for immediate termination.

 

·                  Security features of our system limit access to data to information needed to perform employee’s job function. These limitations are defined by “security group,” which corresponds to both job title and functional content and the number of employees that have access to such non-public information on a “bulk” or “query” basis is extremely limited.

 

·                  In addition to prevention efforts, our internal control department has developed a suite of audit trails and audits that are used to identify and investigate bidding activities that are classified as “suspicious.”

 

Treatment of Lender Member Balances

 

In order to make Note purchase commitments by bidding on listings, lender members must have sufficient funds in their funding account at Prosper. This is accomplished by having each lender member authorize an electronic transfer using the Automated Clearing House, or ACH, network from the lender member’s designated and verified bank account to the account we currently maintain at Wells Fargo Bank, N.A. “for the benefit of” our lender members. This so-called “FBO account” is a pooled account titled in our name “for the benefit of” our lender members.

 

Funds in the FBO account will always be maintained at an FDIC member financial institution. Our individual members have no direct relationship with Wells Fargo Bank, N.A. by virtue of participating on our platform as a borrower or lender member. We maintain and administer the FBO account. Under the FBO account, we maintain sub-accounts for each of our lender members on our platform to track and report funds committed by lender members to purchase Notes, as well as payments received from borrower members. These record-keeping sub-accounts are purely administrative and reflect balances and transactions concerning the funds in the FBO account. No Prosper monies are ever commingled with the assets of lender members in the FBO account.

 

The FBO account is FDIC-insured on a “pass through” basis to the individual lender members, subject to applicable limits. This means that each individual lender member’s balance is protected by FDIC insurance, up to the aggregate amounts established by the FDIC. Other funds the lender member has on deposit with Wells Fargo Bank, N.A., for example, may count against the FDIC insurance limits.

 

Funds of a lender member may stay in the FBO account indefinitely. Funds held in the FBO account do not earn interest. Such funds may include funds in the lender member’s sub-account never committed to the purchase of Notes or committed to the purchase of Notes for which the listing for the corresponding borrower loan did not receive bids totaling the requested loan amount or sale price, and may also include payments received from Prosper related to Notes previously purchased. Upon request by the lender member, we will transfer lender member funds in the FBO account to the lender member’s designated and verified bank account by ACH transfer, provided such funds are not already committed to the future purchase of Notes.

 

Borrower Loan Funding and Purchases; Sale of Notes

 

Prosper Borrower Loans

 

Once a Prosper borrower listing receives bids from lender members totaling the loan amount requested, we proceed with the funding of the corresponding Prosper borrower loan and with the sale of the Prosper Borrower Notes to the lender members who were the winning bidders on the listing.

 

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corresponding to the borrower loan, after deducting servicing fees.  On Prosper Borrower Notes the payment dates will fall on the sixth day after the due date for each installment of principal and interest on the corresponding borrower loan.  On Prosper Open Market Notes the payment dates will fall on the sixteenth (16th) day of each month.

 

To the extent we do not receive the anticipated payments on a borrower loan, we will not make any payments on the Notes related to that borrower loan, and a holder of a Note will not have any rights against Prosper or the borrower member in respect of the Note or the borrower loan corresponding to such holder’s Note.  Each holder’s right to receive principal and interest payments and other amounts in respect of that Note is limited in all cases to the holder’s pro rata portion of the amounts received by Prosper in connection with the corresponding borrower loan, including without limitation, all payments or prepayments of principal and interest, subject to servicing fees and charges retained by Prosper, the loan seller or third party as set forth in the following chart.

 

Description of Fee		Fee Amount		When Fee is Charged		Effect on Lender Member
Prosper Borrower Notes
Servicing fee		Annualized rate of 1% of outstanding principal balance. The servicing fee percentage is subject to change from time to time, is disclosed in all Prosper borrower listings and is posted in the Fees and Charges section of the Prosper website, but will not change during the course of the loan.		The servicing fee is payable on all payments received on Prosper borrower loans, including, without limitation, partial payments made toward a borrower’s loan.		The servicing fee will reduce the effective yield below the interest rate on the Prosper borrower loan. This reduction is automatically taken into account in the Prosper borrower listing as the yield percentage the lender members must bid displays the lender member’s yield net of servicing fees.
Non-sufficient funds fee		$15, unless a lesser amount is required by applicable law.		First failed payment for each billing period.		Prosper retains 100% of the non-sufficient funds fees to cover its administrative expenses.
Late payment fee		Equal to greater of 5% of the unpaid installment amount or $15, unless a lesser amount is required by applicable law.		After 15-day grace period, Prosper accesses a late fee. The late payment fee is charged only once per payment period.		Any late payment fees Prosper receives are paid to the lender members and no servicing fee is deducted.
Collection Charges		A collection agency will charge a collection fee of between 15% and 30% on delinquent amounts collected plus any legal fees incurred in the event legal action is taken to collect a loan. The collection fees vary dependent upon the collection agency used. Current collection agencies used and their fees are posted in the Fees and Charges section of the Prosper website.   Prosper reserves the right to perform collection efforts itself. If Prosper elects to do so, it will not charge a collection fee greater than the amounts charged by collection agencies.		After a Prosper borrower loan becomes more than 30 days past due, the loan may be referred to a collection agency. Collection charges and any related legal fees are only charged if delinquent amounts are collected.   Prosper’s servicing fee is also deducted from the net payments Prosper receives as a result of any collection efforts on a delinquent borrower loan.		Lender members will not receive any collection fees we or a third-party collection agency charges, which fees will be retained by the party charging the fees as additional servicing compensation.   The collection fees and any related legal fees will be deducted from any borrower loan payments Prosper receives. These fees will reduce the lenders’ effective yield, and are not reflected in the yield percentage shown on the Prosper borrower listing.

 

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·                  if the borrower member used the proceeds of the borrower loan in a way other than that which was described in the Prosper borrower listing;

 

·                  if the bankruptcy is a Chapter 13 proceeding, whether the proceeding was filed in good faith and if the proposed plan reflects a “best effort” on the borrower member’s behalf; and

 

·                  our view of the costs and benefits to us of any proposed action.

 

Open market loans will be serviced, both before and after default, by the loan seller (although our loan purchase agreement with the loan seller may provide that we have the right, in our discretion, to take over servicing in the event of the loan seller’s default in its servicing obligations).  In servicing open market loans the loan seller is contractually obligated to use commercially reasonable efforts to service and collect the open market loans in accordance with industry standards customary for loans of the same general type and character as the loans involved.  This servicing standard generally means that the loan sellers will take steps to service and, if necessary, commence and pursue collection efforts, that are (1) in accordance with applicable law, (2) in accordance with industry standards customary for loans of the same general type and character as the loans involved, and (3) not unduly burdensome or expensive to the loan seller under the circumstances existing with respect to such open market loan from time to time.

 

Consistent with its contractual obligations to us, the loan seller may, in its discretion, utilize affiliated or unaffiliated third party loan servicers, repossessors, collection agencies or other agents or contractors.  Although the security interest under an open market loan will be held by Prosper, in the event of a default under an open market loan, the loan seller, as servicer, may also, in its sole discretion, refer a borrower loan to a collection agency at any time, or elect to initiate legal action to collect a borrower loan, repossess or foreclose upon any collateral securing a borrower loan, or sell a borrower loan to a third party debt buyer at any time.  The holders of Prosper Open Market Notes do not have the right to take legal action to collect or foreclose upon any collateral securing the corresponding open market loan or to require that the loan seller take such action.  The loan seller is obligated to forward to Prosper any amounts it receives from such activities in respect of the open market loan, including net amounts received upon the sale of collateral securing an open market loan, net of the loan seller’s collection fees and to servicing fee.

 

Note Trader Platform

 

Lender members may not transfer their Notes except through the Note Trader platform operated and maintained by FOLIOfn Investments, Inc., a registered broker-dealer.  See “About the Platform—Description of the Notes” for more information.  This Note Trader platform is an internet-based trading platform on which our lender members may offer their Notes for sale or bid on and purchase Notes offered for sale by other lender members.  Lender members must first establish a brokerage relationship with FOLIOfn Investments, Inc. before using the Note Trader platform.  In this section, we refer to lender members who have established such brokerage relationships as “subscribers.”  Only transactions involving the sale of previously-issued Notes will be effected through the Note Trader platform; the Note Trader platform will not handle any aspect of transactions involving the initial offer and sale of Notes by Prosper.  Subscribers may post requests to sell their Notes on the Note Trader platform at prices established by the subscriber.  Other subscribers will have the opportunity to view these prices, along with the listing for the borrower loan corresponding to the Note and the payment history of the corresponding borrower loan.

 

Subscribers who sell Notes on the Note Trader platform will be subject to transaction fees charged by FOLIOfn Investments, Inc.  The transaction fee is expected to be equal to a specified percentage of the sale price of the Note sold.

 

We are not a registered national securities exchange, securities information processor, clearing agency, broker, dealer or investment adviser.  All securities services relating to the Note Trader platform are provided by FOLIOfn Investments, Inc.  Neither Prosper nor FOLIOfn Investments, Inc. will make any recommendations with respect to transactions on the Note Trader platform.  There is no assurance that subscribers will be able to establish a brokerage relationship with the registered broker-dealer.  Furthermore, we cannot assure subscribers that they will be able to sell Notes they offer for sale through the Note Trader platform at the offered price or any other price nor can we offer any assurance that the Note Trader platform will continue to be available to subscribers.

 

Sale of the Notes

 

The Notes may be sold to other subscribers through the Note Trader platform.  If a selling subscriber desires to sell a Note prior to the end of the Note’s term, the selling subscriber may post the Note for sale on the Note Trader platform for sale in an auction format.  If a subscriber purchases the Note, then the Note will be transferred through the Note Trader platform to the purchasing subscriber.  A Note sold through the Note Trader platform must be purchased in its entirety by a single subscriber.  Once a Note has been sold

 

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through the Note Trader platform to a subsequent subscriber, the Note may again be sold through the Note Trader platform.  After the date of this prospectus, the Notes will be non-transferable except through the Note Trader platform.

 

Notes Subject to Sale by Subscribers.  The Note Trader platform will enable subscribers to sell Notes originated on our platform or purchased from other subscribers through the Note Trader platform.  All Notes, including Notes for which the corresponding borrower loans have become delinquent, will be eligible for sale on the Note Trader platform.  There is no limit on the number of times a Note may be sold on the Note Trader platform, so long as the Note is outstanding.

 

Lender Members Eligible to Bid on Note Listings.  Lender members must first establish a brokerage relationship with FOLIOfn Investments, Inc. before using the Note Trader platform.  To open an account, FOLIOfn Investments, Inc. may require lender members to confirm that they satisfy certain minimum financial suitability standards and maximum investment limits, if any, that may be imposed by the state in which the lender member resides.  If the lender member does not satisfy these suitability requirements he or she will not be able to place bids on the Note Trader platform.

 

Creation of Note Listings.  Subscribers who want to sell one or more of their Notes may offer them for sale on the Note Trader platform by creating and posting a “Note listing.”  Subscribers may offer to sell any or all of the Notes they own and may offer to sell more than one Note at the same time. When posting a Note listing the subscriber will designate a minimum sale price the subscriber is willing to receive for the Note.

 

Note listings will have a seven-day auction bidding period, but selling subscribers may elect to end the listing early at any time after a winning bid is made.  Selling subscribers may also add an “automatic sale” feature to their Note listing, which would end the bidding period on a Note listing immediately after the listing receives an initial bid equal to an automatic sale price set by the selling subscriber.  In such instances the Note would be immediately sold to the subscriber who placed the bid.

 

The selling subscriber may withdraw Note listings without charge at any time prior to expiration of the auction bidding period, before any bids are received.  Note listings with at least one bid cannot be withdrawn by the selling subscriber.

 

Display of Note Listings.  Note listings will be displayed for auction on the Note Trader platform, and include the selling subscriber’s screen name, the offered sale price of the Note, the interest rate on the Note and the remaining term of the Note, and the yield to maturity that corresponds to the offered sale price.  Note listings will also include the repayment status of the borrower loan corresponding to the Note (i.e., current or delinquent), the payment history on the borrower loan and the next scheduled payment on the Note.  Note listings will also include the remaining duration of the Note listing, the number of bids, and whether the Note listing has an automatic sale feature.

 

Note listings will include a link to the original listing (including the listing title, description, credit data, recommendations, questions and answers, and original bidding history) for the borrower loan that corresponds to the Note being offered for sale.  Although Note listings will be displayed publicly on the Note Trader platform, the borrower’s payment history and corresponding listings will be viewable only by registered subscribers.

 

Bidding on Note Listings.  Only registered subscribers are eligible to bid for and purchase Notes listed for sale on the Note Trader platform.  Subscribers may bid for and purchase one or more Notes from selling subscribers.  As with bidding on Prosper borrower listings and open market listings, subscribers who bid on Note listings must have funds on deposit in the subscriber’s funding account in at least the aggregate amount of the subscriber’s bids; subscribers are prohibited from withdrawing amounts from the subscriber’s funding account to the extent any such withdrawal would reduce the balance below the aggregate amount of the subscriber’s pending bids on Prosper borrower listings, open market listings and Note listings.  Subscribers are not eligible to bid on their own Note listings.

 

Subscribers bidding on Note listings must bid for the full amount of the Note being sold, and there may be only one winning bidder for a Note offered for sale by a selling subscriber.

 

Subscribers bidding on Note listings can only make manual bids, by browsing through and choosing one or more Note listings that appeal to the subscriber.

 

Bids may be made by subscribers until the end of the auction bidding period specified in the Note listing.  The selling subscriber may, however, end the auction bidding period early at any time after a winning bid is made.  The winning bidder is the subscriber who

 

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has bid the highest price as of the end of the auction bidding period (or the automatic sale price with respect to a Note listing with such a feature).

 

Proxy Bidding.  The Note Trader platform will employ an automated proxy bidding system that enables bidding subscribers to place a bid higher than the then current minimum bid, and have bids continually applied against a Note listing, up to a specified maximum bid amount.  The maximum bid amount is hidden from view until competing bids push the current sale price higher than the bidder’s maximum bid.

 

Close of Bidding and Sale of Notes.  When a Note listing ends with a winning bidder, upon settlement of the sale of the Note to the winning bidder, which will normally occur on the business day following expiration of the Note listing, the final sale price is withdrawn from the winning subscriber’s funding account to pay the selling subscriber.  The transaction fee is deducted from the sale price and retained by FOLIOfn Investments, Inc.

 

Upon the selling subscriber’s receipt of the final net sale proceeds, the Note is sold, transferred and assigned by the selling subscriber to the winning bidder without recourse.  All further payments made on the Note following settlement of the sale will be credited to the account of the subscriber who purchased the Note from the previous subscriber.  The purchasing subscriber may retain ownership of the Note for the remainder of its term, or list the Note for sale on the Note Trader platform.  The electronic original Note is kept in the possession and control of Prosper, as servicer of the Note, for the remaining term of the Note.

 

Historical Information About Prosper Borrower Members and Outstanding Borrower Loans

 

The performance of borrower loans is a function of the credit quality of the borrowers and the risk and return preferences of the lender members.  Lender members can choose to pursue a variety of bidding strategies including strategies that may or may not maximize the return on their investment.  When making bidding decisions, lender members consider borrowers’ credit grades, debt-to-income ratios and other credit data and information displayed with listings.  The credit grades indicated by the letters “AA” through “NC” that appear in the charts below are materially different from the seven Prosper Ratings that will be indicated by letters “AA” through “HR” after the date of this prospectus.  Accordingly, the following historical information should not be used in determining how Notes with the same letter grade can be expected to perform in the future. See “Risk Factors—Risks Related to Borrower Default.”

 

From November 2005 through October 16, 2008, Prosper had facilitated 28,940 borrower loans with an average original principal amount of $6,172 and an aggregate original principal amount of $178,622,722.  As of December 31, 2008, 61.1% of these borrower loans were current, 16.5% had been were paid in full, 1.2% were 15 to 30 days past due, 4.8% were more than 30 days past due, and 16.5% had defaulted.  A borrower loan is considered to have defaulted when it is more than 120 days past due or has filed a bankruptcy which has been discharged.  Of these 28,940 borrower loans, 7,959 loans, or 27.5%, had been greater than 15 days past due at one time, 6,814 loans, or 23.5%, had been more than 30 days past due at one time, 5,753, or 19.9%, had entered into collection proceedings and borrower members had failed to make a single payment with respect to  277, or 0.96%, of the borrower loans.

 

The defaulted loans as of December 31, 2008 were comprised of 4,771 borrower loans, equaling a total defaulted amount of $24,783,667.  Of these 4,771 defaulted loans, 681 were loans in which the borrowers had filed for bankruptcy, equaling $4,121,037 in defaulted amount.

 

The following table presents additional aggregated information for the period from our inception to October 16, 2008 about delinquencies, default and borrower prepayments, grouped by the credit grade.  With respect to delinquent borrower loans, the following table shows the entire amount of the principal remaining due (not just that particular payment).

 

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