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Debt
3 Months Ended
Mar. 31, 2018
Debt Disclosure [Abstract]  
Debt
Debt

Revolving Credit Facilities

Warehouse Credit Facility I

On October 10, 2017, the Company’s wholly-owned subsidiary, Warehouse I, entered into a warehouse credit agreement (Warehouse Credit Agreement I) with certain lenders for an aggregate $250.0 million secured revolving credit facility (Warehouse Credit Facility I). In connection with the Warehouse Credit Agreement I, Warehouse I entered into a security agreement with a large commercial bank as administrative agent and a national banking association as collateral trustee and paying agent. Proceeds under the Warehouse Credit Facility I may only be used to purchase certain unsecured consumer loans and related rights and documents from the Company and to pay fees and expenses related to the Warehouse Credit Facility I. The creditors of the Warehouse Credit Facility I have no recourse to the general credit of the Company.

Proceeds of loans made under the Warehouse Credit Facility I may be borrowed, repaid and reborrowed until the earliest of October 10, 2019 or another event that constitutes a “Commitment Termination Date” under the Warehouse Credit Agreement I. Repayment of any outstanding proceeds is due on October 10, 2019, but may be prepaid without penalty.

Borrowings under the Warehouse Credit Facility I bear interest at an annual benchmark rate based on LIBOR rate plus a spread of 2.00% to 7.25%, or at an alternative commercial paper rate (which is the per annum rate equivalent to the weighted-average of the per annum rates at which all commercial paper notes issued by such lenders to fund advances or maintain its loan were sold, as defined in the credit agreement). Benchmark rate borrowings may be prepaid at any time without penalty. Interest is payable monthly. Additionally, the Company was required to pay an upfront commitment fee to the lenders of 0.75% of the initial $250.0 million available under the revolving loan facility and a monthly unused commitment fee of 0.50% per annum on the average undrawn portion available under the revolving loan facility.

The Warehouse Credit Facility I and credit and security agreements contain certain covenants applicable to the Company, including restrictions on the Company’s ability to pay dividends, incur indebtedness, pledge assets, merge or consolidate, make investments, and enter into certain affiliate transactions. The Warehouse Credit Facility I also requires the Company to maintain a maximum total net leverage ratio (defined as the ratio of net debt to Adjusted EBITDA, on a consolidated basis for the four most recent Fiscal Quarter periods) of 3.25:1.00 initially, and which decreases over the term of the Warehouse Credit Facility I to 3.00:1.00 on and after June 30, 2018 (on a consolidated basis). As of March 31, 2018 and December 31, 2017, the Company was in compliance with the total net leverage ratio requirements, calculated as defined in the Warehouse Credit Facility I.

As of March 31, 2018 and December 31, 2017, the Company had $12.0 million and $32.1 million, respectively, in debt outstanding under the Warehouse Credit Facility I secured by aggregate outstanding principal balance of $35.6 million and $62.1 million, respectively, included in “Loans held for sale by the Company at fair value” and restricted cash of $5.8 million and $4.1 million, respectively, included in the Condensed Consolidated Balance Sheets. The Company incurred $2.4 million of capitalized debt issuance costs, which will be recognized as interest expense through October 10, 2019.

Warehouse Credit Facility II

On January 23, 2018, LendingClub Warehouse II LLC (Warehouse II), a wholly-owned subsidiary of the Company, entered into a warehouse credit agreement (Warehouse Credit Agreement II) with certain lenders for an aggregate $200.0 million secured revolving credit facility (Warehouse Credit Facility II). In connection with Warehouse Credit Agreement II, Warehouse II entered into a security agreement with a large commercial bank as administrative agent and a national banking association as collateral trustee and paying agent. Proceeds under Warehouse Credit Facility II may only be used to purchase certain unsecured consumer loans and related rights and documents from the Company and to pay fees and expenses related to the Warehouse Credit Facility II. The creditors of the Warehouse Credit Facility II have no recourse to the general credit of the Company.

Proceeds of loans made under the Warehouse Credit Facility II may be borrowed, repaid and reborrowed until the earliest of March 23, 2020 or another event that constitutes a “Commitment Termination Date” under the Warehouse Credit Agreement II. Repayment of any outstanding proceeds is due on March 23, 2020, but may be prepaid without penalty.

Borrowings under the Warehouse Credit Facility II bear interest at an annual benchmark rate based on LIBOR rate plus 1.00% plus used fee of 2.50%, or at an alternative commercial paper rate (which is the per annum rate equivalent to the weighted-average of the per annum rates at which all commercial paper notes issued by such lenders to fund advances or maintain its loan were sold, as defined in the credit agreement). Benchmark rate borrowings may be prepaid at any time without penalty. Interest is payable monthly. Additionally, the Company was required to pay an upfront commitment fee to the lenders of 0.485% of the initial $200.0 million available under the revolving loan facility and an unused commitment fee of up to 0.75% per annum based on utilization of the revolving loan facility.

The Warehouse Credit Facility II and credit and security agreements contain certain covenants applicable to the Company, including restrictions on the Company’s ability to pay dividends, incur indebtedness, pledge assets, merge or consolidate, make investments, and enter into certain affiliate transactions. The Warehouse Credit Facility II also requires the Company to maintain a maximum total net leverage ratio (defined as the ratio of net debt to Adjusted EBITDA, on a consolidated basis for the four most recent Fiscal Quarter periods) of 3.25:1.00 initially, and which decreases over the term of the Warehouse Credit Facility II to 3.00:1.00 on and after June 30, 2018 (on a consolidated basis). As of March 31, 2018, the Company was in compliance with the total net leverage ratio requirements, calculated as defined in the Warehouse Credit Facility II.

As of March 31, 2018, the Company had $37.0 million in debt outstanding under the Warehouse Credit Facility II secured by aggregate outstanding principal balance of $53.9 million included in “Loans held for sale by the Company at fair value” and restricted cash of $8.4 million included in the Condensed Consolidated Balance Sheets. The Company incurred $1.1 million of capitalized debt issuance costs, which will be recognized as interest expense through March 23, 2020.

Credit Facility

On December 17, 2015, the Company entered into a credit and guaranty agreement with several lenders for an aggregate $120.0 million unsecured revolving credit facility (Credit Facility). In connection with the credit agreement, the Company entered into a pledge and security agreement with Morgan Stanley Senior Funding, Inc., as collateral agent.

Proceeds of loans made under the Credit Facility may be borrowed, repaid and reborrowed until December 17, 2020. Repayment of any outstanding proceeds are payable on December 17, 2020, but may be prepaid without penalty.

Borrowings under the Credit Facility bear interest, at the Company’s option, at an annual rate based on LIBOR rate plus a spread of 1.75% to 2.00%, which is fixed for a Company-selected interest period of one, two, three, six or 12 months, or at an alternative base rate (which is tied to either the prime rate, federal funds effective rate, or the adjusted eurocurrency rate, as defined in the credit agreement). Base rate borrowings may be prepaid at any time without penalty, however pre-payment of LIBOR-based borrowings before the end of the selected interest period may result in the Company incurring expense to compensate the lenders for their funding costs through the end of the interest period. Interest is payable quarterly. Additionally, the Company is required to pay a quarterly commitment fee to the lenders of between 0.25% and 0.375% per annum, depending on the Company’s total net leverage ratio, on the average undrawn portion available under the revolving loan facility.

The Credit Facility and pledge and security agreement contain certain covenants applicable to the Company, including restrictions on the Company’s ability to pay dividends, incur indebtedness, pledge our assets, merge or consolidate, make investments, and enter into certain affiliate transactions. The Credit Facility also requires the Company to maintain a maximum total net leverage ratio (defined as the ratio of net debt to Adjusted EBITDA, on a consolidated basis for the four most recent Fiscal Quarter periods) of 4.00:1.00 initially, and which decreases over the term of the Credit Facility to 3.00:1.00 on and after June 30, 2018 (on a consolidated basis). As of March 31, 2018 and December 31, 2017, the Company was in compliance with the total net leverage ratio requirements, calculated as defined in the Credit Facility.

The Company had $25.0 million in debt outstanding under the Credit Facility as of March 31, 2018. The Company had no debt outstanding under the Credit Facility as of December 31, 2017. In 2015, the Company incurred $1.3 million of capitalized debt issuance costs, which is being recorded as interest expense through December 17, 2020.

Payable to Securitization Note and Residual Certificate Holders

On December 6, 2017, the Company sponsored an asset-backed securities securitization transaction consisting of approximately $368.0 million in unsecured personal whole loans facilitated through the Company’s platform. In connection with this securitization, the Company’s Depositor purchased the loans and simultaneously transferred the loans to a securitization trust, which held the transferred loans and issued notes and residual certificates.

The Depositor sold 95% of the notes to third party-investors for $310.5 million in net proceeds and then distributed cash and 4.1% of residual certificates to original whole loan investors. The securitization trust used to effect the transaction is a VIE that the Company consolidates because the Company is the primary beneficiary of the VIE.

The notes and residual certificates held by third-party investors are classified as debt in the Company’s Condensed Consolidated Balance Sheets. The notes are carried at amortized cost. The associated debt issuance costs of $2.9 million are deferred and amortized into interest expense over the weighted-average contractual life of the notes. The Company has elected the fair value option for the residual certificates. The notes and residual certificates held by third-party investors, as well as unamortized debt issuance costs, are included in “Payable to securitization note and residual certificate holders” in the Condensed Consolidated Balance Sheets, and totaled $280.9 million and $312.1 million as of March 31, 2018 and December 31, 2017, respectively. These liabilities are secured by aggregate outstanding principal balance of $328.2 million and $359.4 million included in “Loans held for investment by the Company at fair value” and restricted cash of $10.7 million and $18.7 million included in the Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, respectively.