Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Save to My Library
Look up keyword
Like this
2Activity
0 of .
Results for:
No results containing your search query
P. 1
Prosper Prospectus 2009-07-13

Prosper Prospectus 2009-07-13

Ratings: (0)|Views: 34 |Likes:
Published by gms899

More info:

Published by: gms899 on Nov 25, 2009
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

11/24/2009

pdf

text

original

 
dn-153040
Filed Pursuant to Rule 424(b)(3)Registration Statement No. 333-147019$500,000,000 Borrower Payment Dependent Notes
This is a public offering to lender members of Prosper Marketplace, Inc., or Prosper, of up to $500,000,000 in principal amount of Borrower Payment Dependent Notes, or “Notes.”We will issue the Notes in a series, with each series of Notes dependent for payment on payments we receive on a specificborrower loan described in a listing posted on our peer-to-peer online credit auction platform, which we refer to as our “platform.” Alllistings on our platform are posted by individual consumer borrower members of Prosper requesting individual consumer loans, whichwe refer to as “borrower 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 donot 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 thecorresponding borrower loans.
The Notes will bear interest from the date of issuance, have a fixed rate, be payable monthly and have an initialmaturity of three years from issuance, which we may change from time to time.
A lender member’s recourse will be extremely limited in the event that borrower information is inaccurate for anyreason.We will offer Notes to our lender members at 100% of their principal amount. The Notes will be offered only through ourwebsite, 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 betransferable except through the Folio Investing Note Trader platform, or the “Note Trader Platform,” operated and maintained byFOLIO
 fn
Investments, Inc., a registered broker-dealer. There can be no assurance, however, that a market for Notes will develop onthe 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 consideredonly by persons who can afford the loss of their entire investment. See “Risk Factors” on page 17.
 
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 criminaloffense.
 
The date of this prospectus is July 13, 2009
 
idn-153040
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS............................................................................................................................................ iiWHERE YOU CAN FIND MORE INFORMATION.......................................................................................................... iiPROSPECTUS SUMMARY............................................................................................................................................... 1THE OFFERING................................................................................................................................................................ 4QUESTIONS AND ANSWERS.......................................................................................................................................... 8RISK FACTORS................................................................................................................................................................ 17RISKS RELATED TO BORROWER DEFAULT............................................................................................................... 17RISKS INHERENT IN INVESTING IN THE NOTES........................................................................................................ 24RISKS RELATED TO PROSPER, OUR PLATFORM AND OUR ABILITY TO SERVICE THE NOTES......................... 26RISKS RELATING TO COMPLIANCE AND REGULATION.......................................................................................... 32FORWARD-LOOKING STATEMENTS............................................................................................................................ 35USE OF PROCEEDS.......................................................................................................................................................... 36PLAN OF DISTRIBUTION................................................................................................................................................ 36FINANCIAL SUITABILITY REQUIREMENTS................................................................................................................ 36ABOUT THE PLATFORM................................................................................................................................................ 37SUMMARY OF MATERIAL AGREEMENTS................................................................................................................... 57MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS................................................................................... 66BUSINESS......................................................................................................................................................................... 71GOVERNMENT REGULATION....................................................................................................................................... 76MANAGEMENT................................................................................................................................................................ 79EXECUTIVE COMPENSATION....................................................................................................................................... 84TRANSACTIONS WITH RELATED PERSONS............................................................................................................... 86PRINCIPAL SECURITYHOLDERS.................................................................................................................................. 88MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS...................................................................................................................................................................91LEGAL MATTERS............................................................................................................................................................ 106EXPERTS.......................................................................................................................................................................... 106INDEX TO FINANCIAL STATEMENTS.......................................................................................................................... F-1
 
iidn-153040
ABOUT THIS PROSPECTUS
This prospectus describes our offering of our Borrower Payment Dependent Notes, or “Notes.” This prospectus is part of aregistration statement filed with the Securities and Exchange Commission, which we refer to as the “SEC.” This prospectus, and theregistration statement of which it forms a part, speak only as of the date of this prospectus. We will supplement this registrationstatement from time to time as described below.Unless the context otherwise requires, we use the terms “Prosper,” “the Company,” “our company,” “we,” “us” and “our” in thisprospectus to refer to Prosper Marketplace, Inc., a Delaware corporation.Following the date of this prospectus, we plan to offer Notes continuously, and we expect that listings and sales of Notes will occur ona daily basis through the operation of our platform. Prior to posting borrower loan listings on our platform, we will file a prospectussupplement with the SEC containing all of the information set forth in the borrower listing. After the prospectus supplement is filedwith the SEC and posted on our website, we will post the borrower loan listing on our platform and offer to sell a series of Notesdependent for payment on payments we receive on that listed borrower loan. No later than two business days after the date an auctioncloses and a series of Notes is sold, we will file a prospectus supplement with the SEC describing the aggregate principal balance, allborrower loan information set forth on the bidding page for that series of Notes in tabular form, the bidding history, the maturity dateand final interest rate. These prospectus supplements, which we refer to as “listing and sales reports,” will provide information aboutthe series of Notes offered for sale on our website that will correspond to the information contained in the corresponding borrowerloan listing for that series of Notes. Except for the initial listing and sales reports, for which no previous Notes sales will haveoccurred, as described above each listing and sale report may also set forth the final terms of each series of Notes sold on our platform.We will prepare prospectus supplements to update this prospectus for other purposes, such as to disclose changes to the terms of ouroffering of the Notes, provide quarterly updates of our financial and other information included in this prospectus and disclose othermaterial developments. We will file these prospectus supplements with the SEC pursuant to Rule 424(b) and post them on ourwebsite. When required by SEC rules, such as when there is a “fundamental change” in our offering or the information contained inthis prospectus, or when an annual update of our financial information is required by the Securities Act or SEC rules, we will file post-effective amendments to the registration statement of which this prospectus forms a part, which will include either a prospectussupplement or an entirely new prospectus to replace this prospectus. We currently anticipate that post-effective amendments will berequired, among other times, when we change material terms of the Notes offered through our platform. We currently expect thatthese changes will be disclosed in prospectus supplements posted on our website at the time of filing of the post-effective amendment,rather than through complete revisions to this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-1 with the SEC in connection with this offering. In addition, upon the effectivenessof our registration statement, we will be required to file annual, quarterly and current reports and other information with the SEC.You may read and copy the registration statement and any other documents we have filed at the SEC’s Public Reference Room at 100F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the PublicReference Room. Our SEC filings are also available to the public at the SEC’s Internet site at http://www.sec.gov.This prospectus is part of the registration statement and does not contain all of the information included in the registration statementand the exhibits, schedules and amendments to the registration statement. Some items are omitted in accordance with the rules andregulations of the SEC. For further information with respect to us and the Notes, we refer you to the registration statement and to theexhibits and schedules to the registration statement filed as part of the registration statement. Whenever a reference is made in thisprospectus to any of our contracts or other documents, the reference may not be complete and, for a copy of the contract or document,you should refer to the exhibits that are a part of the registration statement.

Activity (2)

You've already reviewed this. Edit your review.
1 thousand reads
1 hundred reads

You're Reading a Free Preview

Download
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->