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Prosper Marketplace Ca, Inc

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Prosper Marketplace Ca, Inc THESE NOTES ARE ONLY BEING OFFERED AND SOLD TO LENDER MEMBERS WHO ARE RESIDENTS OF THE STATE OF CALIFORNIA AND WHO SATISFY THE FINANCIAL SUITABILITY REQUIREMENTS SET FORTH IN THIS PROSPECTUS. PROSPER MARKETPLACE CA, INC. $250,000,000 Prosper Borrower Payment Dependent Notes $250,000,000 Open Market Borrower Payment Dependent Notes This is a limited public offering being made to lender members of Prosper Marketplace CA, Inc., or Prosper, who are residents of the State of California, 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: Only residents of the State of California and who satisfy the suitability requirements set forth on page ii of the prospectus may purchase the Notes. 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 are offered only to lender members who are residents of California. 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. 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 20. The Securities and Exchange Commission has not approved or disapproved of these securities or determined if this prospectus is truthful or complete. The Commissioner of Corporations of the State of California Does Not Recommend or Endorse the Purchase of These Securities. Any representation to the contrary is a criminal offense. The date of this prospectus is April 28, 2009 TABLE OF CONTENTS ABOUT THIS PROSPECTUS ............................................................................................................................................... ii FINANCIAL SUITABILITY REQUIREMENTS................................................................................................................... ii PROSPECTUS SUMMARY.................................................................................................................................................. 1 THE OFFERING ................................................................................................................................................................... 4 QUESTIONS AND ANSWERS............................................................................................................................................. 8 RISK FACTORS ................................................................................................................................................................... 20 RISKS RELATED TO BORROWER DEFAULT............................................................................................................... 20 RISKS INHERENT IN INVESTING IN THE NOTES....................................................................................................... 27 ADDITIONAL RISKS FOR PROSPER OPEN MARKET NOTES .................................................................................... 28 RISKS RELATED TO PROSPER, OUR PLATFORM AND OUR ABILITY TO SERVICE THE NOTES ........................ 29 RISKS RELATING TO COMPLIANCE AND REGULATION ......................................................................................... 36 FORWARD-LOOKING STATEMENTS............................................................................................................................... 39 USE OF PROCEEDS............................................................................................................................................................. 40 PLAN OF DISTRIBUTION................................................................................................................................................... 40 ABOUT THE PLATFORM ................................................................................................................................................... 41 SUMMARY OF MATERIAL AGREEMENTS...................................................................................................................... 63 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS ...................................................................................... 73 BUSINESS ............................................................................................................................................................................ 77 GOVERNMENT REGULATION .......................................................................................................................................... 82 MANAGEMENT................................................................................................................................................................... 85 i ABOUT THIS PROSPECTUS This prospectus describes our offering of our Borrower Payment Dependent Notes, which we are offering in two classes: Prosper Borrower Payment Dependent Notes, or “Prosper Borrower Notes,” and Prosper Open Market Borrower Payment Dependent Notes, or “Prosper Open Market Notes.” The Prosper Borrower Notes and Prosper Open Market Notes are collectively referred to in this prospectus as the “Notes.” This prospectus speaks only as of the date of this prospectus. Unless the context otherwise requires, we use the terms “Prosper,” “the Company,” “our company,” “we,” “us” and “our” in this prospectus to refer to Prosper Marketplace CA, Inc., a California corporation. The term “Prosper Inc.” or “our parent” refers to Prosper Marketplace, Inc., a Delaware corporation and our sole shareholder. 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. Resident in State of California A lender member will only be considered a resident of the State of California, if at the time of the offer and sale of the Notes: if an individual, the lender member has his or her principal residence in the State of California; and if a corporation, partnership, trust or other form of business organization, the lender member has its principal office within the State of California. Financial Suitability Requirements A lender member who is a resident of the State of California as set forth above, may only purchase the Notes if the lender member also satisfies the following minimum financial suitability standards. Each individual lender member (a husband and wife are treated together as one lender member) must have an annual gross income of at least $75,000 during the last tax year and will have (based on a good faith estimate) a minimum gross income of $75,000 during the current tax year, or, in the alternative, have a minimum net worth of $200,000 and, in either case, the lender member’s aggregate investment in the
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