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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2020
LendingClub Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number: 001-36771
Delaware
51-0605731
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
595 Market Street, Suite 200,
 
 
San Francisco,
CA
94105
 
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (415) 632-5600
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.01 per share
LC
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐




Item 1.01
 
Entry into a Material Definitive Agreement

Amendment of Exchange Agreement

On March 19, 2020, LendingClub Corporation (“LendingClub,” “we,” and “our”) and Shanda Asset Management Holdings Limited and its affiliates (collectively, “Shanda”) entered into an amendment (the “Amendment”) to the Share Exchange Agreement between the parties dated February 18, 2020 (the “Exchange Agreement”), pursuant to which Section 5.1(b) of the Exchange Agreement was amended to facilitate Closing (as such date is defined in the Exchange Agreement) on March 20, 2020 by deleting the words “March 19, 2020” in Section 5.1(b) and replacing them with the words “March 20, 2020”.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Closing of Exchange

On March 20, 2020, the Closing occurred and Shanda exchanged all 19,562,881 shares of LendingClub common stock beneficially owned by it for: (i) 195,628 newly issued shares of LendingClub Mandatorily Convertible Non-Voting Preferred Stock, Series A and (ii) a one-time cash payment in the amount set forth in the Exchange Agreement.

Item 9.01
 
Financial Statements and Exhibits
(d)
 
Exhibits
Exhibit
Number
 
Exhibit Title or Description
 
104
 
Cover Page Interactive Data File
(Cover page XBRL tags are embedded within the Inline XBRL document)





SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
LendingClub Corporation
Date:
March 23, 2020
By:
/s/ Brandon Pace
 
 
 
Brandon Pace
 
 
 
General Counsel and Corporate Secretary
 
 
 
(duly authorized officer)




EXHIBIT 10.1

    
March 19, 2020
LendingClub Corporation
595 Market Street, Suite 200
San Francisco, California 94105
Attention: Scott Sanborn
Chief Executive Officer
Re:
Share Exchange Agreement
Ladies and Gentlemen,
Reference is made to the Share Exchange Agreement (the “Share Exchange Agreement”), dated as of February 18, 2020, between LendingClub Corporation, a Delaware corporation (“LendingClub”), and Shanda Asset Management Holdings Limited, a company organized under the laws of the British Virgin Islands (“Shanda”). LendingClub and Shanda are each referred to herein as a “party” and collectively as the “parties.” Capitalized terms used but not otherwise defined in this letter agreement shall have the meanings assigned to them in the Share Exchange Agreement.
By signing in the space provided below, each of Shanda and LendingClub hereby agrees to amend Section 5.1(b) of the Share Exchange Agreement by deleting the words “March 19, 2020” and replacing them with the words “March 20, 2020”.
Each party represents and warrants that this letter agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance to its terms. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within that state and without regard to principles of conflict of laws. This letter agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same letter agreement. Except to the extent expressly amended or waived by this letter agreement, all terms of the Share Exchange Agreement shall remain in full force and effect without amendment, change or modification. All references in the Share Exchange Agreement to “this Agreement”, “the Agreement”, “hereunder”, “hereof’, “herein” or words of like import, and each reference to the Share Exchange Agreement in any other agreements, documents or instruments executed and delivered pursuant to or in connection with the Share Exchange Agreement shall be deemed to mean and be a reference to the Share Exchange Agreement as amended or waived by this letter agreement.

Please sign below to acknowledge LendingClub’s acceptance and agreement.








Very truly yours,

SHANDA ASSET MANAGEMENT HOLDINGS LIMITED


By: /s/ Tianqiao Chen_________________
Name: Tianqiao Chen
Title: Director
Agreed to and Accepted:

LENDINGCLUB CORPORATION

Date: 3/19/2020

By: /s/ Brandon Pace            
Name: Brandon Pace
Title: General Counsel & Corporate Secretary




[Signature Page to Letter Agreement]