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Prosper Filing Registration Statement; Enters Quiet Period

by Prosper on 10/15/08

Prosper has started a process to register, with the appropriate securities authorities, promissory notes that may be offered and sold to lenders through our site in the future.

Until we complete the registration process, we will not accept new lender registrations or allow new commitments from existing lenders. If you’re an existing lender, your current lender agreements will be unaffected; your existing loans will continue to be serviced; you’ll be able to track and monitor your loans; and you’ll be able to withdraw funds from your Prosper account.

If you’re a borrower with an existing loan, you will continue with your current borrower agreement and be unaffected by the registration process.  If you’re a borrower seeking a loan, you will still be able to create a new loan listing, which we will endeavor to fulfill through alternative sources.  As the appropriate securities authorities may consider a new loan listing to constitute the offer of a security, we are unable to post new loan listings on our site until our registration statement becomes effective.

A successful registration can take several months, but we assure you we will do our best to move forward as quickly as possible.  Until this process is complete, we’re required to be in a quiet period and will be unable to respond to press, blogger or other inquiries about Prosper or the registration filing until it becomes effective.

We apologize for any inconvenience this may cause, and want to thank you in advance for your understanding and support.


  • Dan

    This message is ridiculously vague. Please give us more information. One thing in particular; does this mean that, in the future, every loan will go through a registration process taking several months before it’s available for purchasing by prosper lenders?

  • fleckben

    Prosper,

    This is a much appreciated development. Thank you.

    What is the source of alternative funds used to fund new borrower listings? Is there any best guess, understanding Prosper doesn’t have control of the timeline, until lending activity resumes? (3 weeks, 2 months? etc)

    On a forward looking note, I would encourage Prosper to set a minimum level of fees on this trading initially until the actual behaviour of this new market is observed and established. A future increase in fees is preferable in helping to establish transparent, market clearing pricing of loans.

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  • Wyominggirl7

    YAY!!!! I’m relieved to hear that an end is in sight and I thank you for conveying what is going on (being in the dark is the worst, because you feel forgotten). I look forward to being able to invest in my fellow pennsylvanians and others again :)

  • Chrisfs

    Dan,
    I’m not Prosper Staff, but have encountered this at Lending Club.
    That’s not what it means at all. Go over to the Lending club site for a bit of more info. Currently, you can not bid on anymore loans at all, (go and try…) and that will continue until Prosper can fulfill all the SEC and other regs that they need to for the next step. If Lending Club is any guide, it could be a couple months

  • jelly1126

    When I attempted to bid on a loan, I was taken to a page that said, “Action Unavailable.” Am I to understand from this that no bids will be accepted until this registration is complete? A process that could take months?

    If so, this seems to be very counter productive to Prosper’s business model. How do banks get to do business while they are registering securities with the SEC?

  • david

    Why cant new loans be bid on? Makes no sense. Do banks stop lending when the file? I dont undestand…

  • http://Website TheTimeIsNow

    When I checked on the Lending Club website, I also noticed that they do not allow the “Trading” of any notes issued prior to October 12, 2008. Will there be a similar restriction on the existing notes of prosper lenders once the registration process is complete?

  • Mark

    The bad part about this is when it does come back online, depending on where you live you may still not be able to bid on loans. That’s what happened to me at Lending Club. In fact, after they came back up, the only loans I can buy are on the secondary market.

    Complete scam if you ask me.

  • NewHorizon

    This is the registration filing – dated 1 year ago – that’s mentioned in this announcement, right?
    http://www.sec.gov/Archives/edgar/data/1416265/000110465907078072/a07-27421_1s1.htm
    (Prosper may not be in a position to respond, but maybe somebody else can.)

  • http://prosper.com Matt

    This will give me a good chance to build my funds to withdrawel from prosper and do something with it that may make a few bucks. Prosper’s default rate I think is well above 20%

  • fantasysports

    So what does this really mean that prosper is going through the registration process? When completed, what benefits do we get as lenders? Does it mean that we can sell our loans?

  • Mark

    Yes – you will be able to sell your loan in a secondary market managed by prosper. With LendingClub (they came back online this week), after they came back, only residents of like 5 or 6 states were able to buy new loans. If you’re not a resident of one of those states, then you can only buy loans in the secondary market (which right now appear to be 31-60 days late)

  • Sam

    I don’t like this at all. I would way rather continue lending than be able to sell the loans on the secondary market. Why can’t we keep making new notes if we wish to, and just have them not sellable on the secondary market? And why was there no warning whatsoever before this happened before lending was frozen, and no warning even sent to lenders after it was frozen? Especially since this was originally filed a whole year ago? This is just basic client care.

    It’s particularly sad that this is happening right during the credit crunch, since grassroots lending was a great resource for people. Plus, we’ve seen how securitized lending can cause serious problems. I don’t want this to become just a microcosm of all that.

  • chirag

    I understand what is going on. But I think the notice is too short. May be they should have given a week or two (so that all the current listing either expire or get funded).

    Now since LoanIO is operation and LendingClub is back on scene, all the investors will flock to these sites and start bidding.

    It may be a good move for these three to combine and create a single pnote trading platform (it will save money and build a transparent market… any takers???).

  • Kelsey

    I agree with Sam; why was there no warning of this? Did the guys at Prosper wake up this morning and say “let’s file with the SEC today!” I find it totally ridiculous that there was no warning of this whatsoever! That kind of notice may work for what kind of breakfast cereal we have in the house, but for stopping me investing and reinvesting to recoup the high default rate on my loans, I would like a bit more warning please! This was VERY unprofessional.

  • Bamalucky

    This will allow the new lenders to see how bad Prosper really is.Feb 2007 loans are 40% late

  • Chrisfs

    Since both Lending Club and Prosper handled the quiet period in a very abrupt way with little if any announcement either before or after, I’m figuring it’s due to the quiet period itself.

  • Jay

    Yes, it was very annoying to have lending capabilities cut off with no notice. If I had known I would have increased my transfer rate into my Prosper account and gotten a whole bunch more loans before the cut-off. As it is now I have to wait for them to come back online.
    The having no notice may have been part of the registration process, maybe some bogus governmental rule that they can’t notify people until they have filed officially. I can almost understand that.
    The thing that bothers me the most if the indeterminate period of time that we all have to wait. If we can get periodic updates on the status of the registration and maybe some estimated time that it may be done that would alleviate some of the frustration we all are feeling.
    Hopefully Prosper can also tell us what exactly will happen once the registration process is complete. The rumors that Lending Club loaners are no longer allowed to loan unless they are from certain states is, to say the least, disconcerting at best. A confirmation from Prosper that that will not happen once this process is complete would also go far in calming their lenders.

  • Jan

    It was so simple….bid on a loan, watch the borrower pay you back. Now, it looks like we’ll have to understand the secondary market (WTF is that, anyway) and it will be harder for us to simply loan money to people that want/need it.

  • loancrusader

    This seems like they are making necessary steps to going public or something? But if that were the case it seems they should have made prospectuses available. Are we sure they are not going public and are in the quiet period?
    Definition

    The period starting when an issuer hires an underwriter and ending 25 days after the security begins trading, during which the issuer cannot comment publicly on the offering due to SEC rules.

    This content can be found on the following page:
    http://www.investorwords.com/cgi-bin/getword.cgi?id=4012&term=quiet%20period

  • loancrusader

    Looks to me as the SEC has found prosper, lending club, and other similar companies as an investment vehicle and demanding they file with the SEC and provide prospectuses prior to an investor buying a loan. SEC is treating this as a securities investment. Probably if look hard enough their may be info. of the SEC sending notice to prosper, and lending club to register.
    Yes it was wrong how they did this to us, and it is in line with their current no response to email policies in place. As I have never gotten a reply to any email I have sent them in past.

  • loancrusader

    I do like the idea of selling off loans to others in case I want to make my loans liquid cash, otherwise you would need to wait until loan is paid. I always thought it would be an idea that prosper would buy loans at some kind of discount for those who wanted cash instead, so this must be the solution to that.

  • Jay

    It is still that simple. The secondary market, as far as I understand, is just to enable lenders to buy and sell already deployed loans. Lenders do not have to deal with the secondary market at all if they don’t want to buy or sell any existing loans.
    What this does is allows the monies that the lenders have invested in Prosper to be more liquid in case they need to extract more cash from their account than it currently has.

    Unless I am just totally wrong.

  • Dan Mueller

    Very sad to see what Prosper is up to. Had enjoyed the site very much, but now I will let my loans mature / or default and leave.

  • phredy148

    The reason why lending club started their quiet period so abruptly is that they were being investigated by the SEC. The SEC thought that LC should have been registered as a a securities broker earlier. Is this what is happening at Prosper? You would think that the quiet period for the secondary market would have started when Prosper first filed the documents in October of 2007.

  • Mark12547

    David said, “Why cant new loans be bid on? Makes no sense. Do banks stop lending when the file? I don’t understand…”

    There are several rules the SEC looks at to see if something is a security. The rules aren’t hard and fast, but, in general, if it looks like a security, behaves like a security, it probably is a security. A secondary market is one of the considerations, but instruments can be securities even without a secondary market.

    Then the SEC considers whether or not there are other regulatory bodies that impose at least as stringent rules as the SEC. Insurance companies, many of which sell various types of Annuities, are subject to insurance regulators in each state so the SEC considers Annuities out of their scope. (The stock insurance companies issue, on the other hand, is under SEC supervision.) Banks and thrifts are subject to the oversight of the FDIC and, depending on how they are registered, the Secretary of the Comptroller of the Currency or state supervision. So a bank ends up having to have its banking arm already under control of the FDIC _before_ it opens for business. Ergo, banks don’t have to freeze their activities because they don’t have a period where their CDs go from unregulated to regulated. Even when a bank decides to sell CDs to dealers to sell to others, those CDs were and continue to be under the oversight of the FDIC.

    With Prosper, though, it is a different story. Prosper had decided to affiliate itself with WebBank to get around lending restrictions in most states, but has to abide by the lending rules that govern WebBank. The lending part is _not_ affected by the “quiet period” and, indeed, existing borrowers can continue to post listings.

    On the other hand, the selling of loans to Lenders* (actually, loan purchasers), do not fall into FDIC jurisdiction. Many of the rules for determining if the pieces of loans we purchase are securities are true, but the trading rule isn’t true. By creating a secondary market for the pieces of loan, more rules are being met to qualify them as securities. Since these aren’t covered by insurance regulators, nor regulated by the FDIC, they end up being in SEC’s jurisdiction. And since they weren’t formerly regulated securities but will become regulated securities (if the SEC approves), the transition involves a “quiet period” where Prosper’s activities are limited, and limited specifically regarding the security in question. Prosper may still release routine periodic business information, but they are limited on what they can share about the securities that they plan to issue. In this case, since the securities are the loans we agree to purchase from Prosper as part of our commitment when we bid on loans, that activity has to be stopped while the SEC considers Prosper’s application and related materials.

    Yes, this “quiet time” can be frustrated, but it is probably better to endure this and come through it with registered securities (and possibly restrictions on “qualified loan purchasers” (e.g., income or net worth limitations) than for Prosper to issue unregistered securities and then be shut down with the lenders* left with nothing. With those choices, I would rather have SEC oversight on registered securities than end up with nothing on loans I had already purchased.

    Patience during the “quiet period” is hard, but probably worth it–something called “deferred gratification.”

  • PrivateLender

    At least after the SEC registration is completed, the risks inherent in making unsecured loans to consumers and businesses will be fully documented and formally disclosed.

    But lenders will still need to treat all bids as $50 experiments and learn from their mistakes. SEC registration won’t make the loans any less or more safe that they were before SEC registration.

  • fantasysports

    This is all pretty bad for lenders and borrowers. Like the rest of you, I am disappointed that I did not even get an email notice giving us options. This is something that should be doable and should not be a surprise, for anyone. I guess there are many issues that still need to resolve for Prosper and this business model. I am just glad that I did not put too much of my assets into this thing. I hope for the best but prepare for the worst.

  • david

    The way I read it, and I am not a lawyer, is that Lending Club had started or was starting to broker loans on the secondary market and thats what the SEC questioned, not the lending process. Besides their process is different than Prosper. It looks like that once Lending club got its filing approved, Prosper decided it better get into that market sooner as to not allow Lending club to get a leg up. But then againg, I am not into conspiracy theories either.

  • Philip

    Goodbye Prosper.

  • Jen Boileau

    I wish Prosper would be a little clearer in what’s going on. I submitted a bug post, thinking that my search was broken. The pages I was on said Prosper wasn’t taking on new lenders, but it said nothing about borrowing being suspended. I don’t want to sound like an idiot, but I do think it would be appropriate to have a BIG notice on the site (and an email) saying “PROPHESY IS NO LONGER ACCEPTING NEW LENDING/BORROWING TRANSACTIONS. YOUR MONEY IS NOT BEING INVESTED” and provide a link for more details. Anything to provide a little more openness to the whole thing – I would rather multi-task than scrutinize.

    Poor form, Prosper. This is my money you’re sitting on.

  • Allie

    I don’t really know much about this whole thing, but if what everyone is saying is true, this really defeats the whole purpose of Prosper. For me, the advantage with Prosper was to be able to take your loan directly to the lenders, so no stupid banks were involved. Or, you could invest in loans to your heart’s content, knowing that you may make money or you may lose it. If this gets to the point that Prosper is unable to do these things except for in a few states, or that the process is changed so that it can’t work this way at all, well … another good idea crushed by the government, likely in an effort to preserve the status quo.

  • NewHorizon

    Do the regs really say that the CUSTOMERS need to be silenced during the quiet period?

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Notice: Blogs and other materials posted on or linked from this page that use the name "Prosper" generally use that name to refer to Prosper Marketplace, Inc. if published before January 31, 2013 and to refer to Prosper Funding LLC if published on or after February 1, 2013.