IEG Holdings Corporation made an unsolicited exchange offer to acquire 9.99% in LendingClub Corporation (NYSE:LC) for $83.1 million.
July 06, 2017
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IEG Holdings Corporation (OTCPK:IEGH) made an unsolicited exchange offer to acquire 9.99% in LendingClub Corporation (NYSE:LC) for $83.1 million on June 27, 2017. Under the terms, IEG Holdings will exchange its two shares of common stock for each share of LendingClub common stock. Depending on the success of the initial tender offer, IEG Holdings may decide to increase the tender offer or launch a new tender offer for up to 100% of the outstanding common stock of LendingClub. IEG Holdings amended its offer to acquire 9.99% in LendingClub for approximately $150 million on July 2, 2017. IEG Holdings agreed to exchange its four shares of common stock for each share of LendingClub common stock, up to an aggregate of 40.3 million shares of Lending Club common stock. IEG Holdings will not provide any consideration for outstanding Lending Club restricted stock units, stock options or other convertible securities.
On June 27, 2017, Paul Mathieson, as IEG Holdings' sole Director, approved the Lending Club tender offer. On July 3, 2017, The Board of Lending Club has unanimously concluded that the offer is inadequate and is not in the best interests of LendingClub Corporation and its stockholders and urges stockholders not to accept the offer. The offer is subject to the effectiveness of the registration statement on Form S-4. No dissenters' rights are available in connection with the offer and the offer is not subject to anti-trust approvals. On July 12, 2017, IEG Holdings Corporation commenced the tender offer which is expected to close on August 10, 2017, unless the offer is extended or earlier terminated. The acquisition would be substantially net asset per share accretive for IEG Holdings stockholders and substantially increase shareholder equity. Skadden, Arps, Slate, Meagher & Flom LLP acted as the legal advisor to LendingClub Corporation. Georgeson LLC acted as information agent to IEG Holdings Corporation. Computershare Trust Company, N.A. acted as the depository bank and exchange agent to IEG Holdings Corporation. VStock Transfer, LLC acted as transfer agent to IEG Holdings.
LendingClub Corporation is the parent company of LendingClub Bank (LC Bank). The Company operates most of its business through LC Bank, as a lender and originator of loans and as a regulated bank in the United States. LC Bank is the digital marketplace bank in the United States where members can access a range of financial products and services designed to help them pay less when borrowing and earn more when saving. LC Bank holds loans and funds those loans directly with its own capital and deposits. LC Bankâs primary loan products include unsecured personal loans, secured auto refinance loans, and patient and education finance loans (Consumer Loans). LC Bankâs commercial lending business is primarily focused on small businesses, and it participates in the United States small business administration (SBA) lending programs. LC Bankâs deposit business includes sourcing deposits directly from consumer and commercial customers and from third-party marketing channels and deposit brokers.
IEG Holdings Corporation made an unsolicited exchange offer to acquire 9.99% in LendingClub Corporation (NYSE: LC) for $83.1 million.
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