Item 1.01 Entry into a Material Definitive Agreement
Acquisition of Radius - Update
On February 18, 2020, LendingClub Corporation ("LendingClub" or the "Company")
and Radius Bancorp, Inc. ("Radius") entered into an Agreement and Plan of Merger
(the "Merger Agreement"), by and among LendingClub, a wholly owned-subsidiary of
LendingClub and Radius, pursuant to which LendingClub agreed to acquire Radius
and thereby acquire its wholly-owned subsidiary, Radius Bank (the "Merger").
Among other things, completion of the Merger is subject to receipt of required
bank regulatory approvals, along with the satisfaction or waiver of customary
closing conditions.
On January 15, 2021, the Federal Reserve Bank of San Francisco, acting under
authority delegated by the Board of Governors of the Federal Reserve System,
provided its approval of the applicable portions of the Core Transactions (as
such term is defined in the Merger Agreement). Previously on December 30, 2020,
the Office of the Comptroller of the Currency provided its approval of the
applicable portions of the Core Transactions. The Merger now has requisite
approval from the federal bank regulators and LendingClub currently anticipates
closing the Merger on or around February 1, 2021, subject to the satisfaction or
waiver of the remaining customary closing conditions.
On January 19, 2021, the Company issued a press release announcing the federal
bank regulator approvals. This press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated in response to this Item by
reference thereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Appointment of Allan Landon, Erin Selleck and Thomas Casey
On January 18, 2021, the Company's Board of Directors (the "Board"), subject to
and effective upon the closing of the Merger, increased the size of the Board to
ten members and appointed: (i) Allan Landon, age 72, to the Board as a Class I
director who will serve until the Company's 2021 annual meeting of stockholders,
or until his successor is duly elected and qualified, (ii) Erin Selleck, age 64,
to the Board as a Class II director who will serve until the Company's 2022
annual meeting of stockholders, or until her successor is duly elected and
qualified and (iii) Thomas Casey (the Company's chief financial officer),
age 58, to the Board as a Class III director who will serve until the Company's
2023 annual meeting of stockholders, or until his successor is duly elected and
qualified. Subject to and effective upon the closing of the Merger, Mr. Landon
was also appointed as a member of the Audit Committee, the Compensation
Committee and the to be newly formed Credit Risk and Finance Committee; and Ms.
Selleck was also appointed as a member of the Audit Committee, the Risk
Committee (to be renamed the Operational Risk Committee) and the to be newly
formed Credit Risk and Finance Committee.
In connection with joining the Board, Mr. Landon and Ms. Selleck will receive a
pro rata portion of the annual cash retainer and a grant of restricted stock
units, in accordance with the Company's non-employee director compensation
policy as described in the Company's 2020 proxy statement, filed with the
Securities and Exchange Commission (the "SEC") on April 14, 2020, with the
exception that $1,000 of the restricted stock units granted to each of Mr.
Landon and Ms. Selleck upon joining the Board will immediately vest in order to
facilitate Mr. Landon's and Ms. Selleck's compliance with certain stock
ownership requirements under applicable law. Mr. Casey, as an employee director,
will not receive additional compensation for his Board service.
The Company expects to enter into its standard form of indemnity agreement with
each of Mr. Landon and Ms. Selleck, a copy of which was filed as Exhibit 10.1 to
the Company's Form S-1/A filed with the SEC on December 1, 2014 and is
incorporated herein by reference.
There are no arrangements or understandings between Mr. Casey, Mr. Landon and
Ms. Selleck and any other persons pursuant to which either was appointed to the
Board. There are also no family relationships between Mr. Casey, Mr. Landon or
Ms. Selleck and any director or executive officer of the Company and neither has
any
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direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
On January 19, 2021, the Company issued a press release announcing the changes
to the membership of the Board. This press release is filed as Exhibit 99.2 to
this Current Report on Form 8-K and is incorporated in response to this Item by
reference thereto.
Resignation of Daniel Ciporin, Kenneth Denman and Simon Williams
In connection with the anticipated closing of the Merger, on January 16, 2021,
each of Daniel Ciporin, Kenneth Denman and Simon Williams notified the Company
of his intention to resign from the Board and all committees of the Board.
The resignation of Messrs. Ciporin and Denman will be effective as of the
closing of the Merger and the resignation of Mr. Williams will be effective as
of the date of the Company's 2021 annual meeting of stockholders.
Mr. Ciporin is currently chair of the Compensation Committee and a member of the
Risk Committee. Mr. Denman is currently a member of each of the Audit Committee
and Compensation Committee. Mr. Williams is currently chair of the Audit
Committee and a member of the Risk Committee.
Each of Messrs. Ciporin, Denman and Williams have served on the Board for a
number of years and have provided invaluable support and expertise to the
Company and its bank charter initiative; however, each has decided to pursue
other interests and opportunities as the Company completes the milestone of
acquiring Radius and begins operating as a bank holding company. None of Messrs.
Ciporin, Denman or Williams' decisions to resign from the Board were as a result
of any disagreement with the Company.
Forward-Looking Statements
Some of the statements above, including statements regarding the closing of the
Merger and the membership of the Company's Board are "forward-looking
statements." The words "anticipate," "believe," "estimate," "expect," "intend,"
"may," "outlook," "plan," "predict," "project," "will," "would" and similar
expressions may identify forward-looking statements, although not all
forward-looking statements contain these identifying words. Factors that could
cause actual results to differ materially from those contemplated by these
forward-looking statements including satisfying all the closing conditions set
forth in the Merger Agreement and those factors set forth in the section titled
"Risk Factors" in LendingClub's most recent Quarterly Report on Form 10-Q and
Annual Report on Form 10-K, each as filed with the SEC, as well as LendingClub's
subsequent reports on Form 10-Q and 10-K each as filed with the SEC. LendingClub
may not actually achieve the plans, intentions or expectations disclosed in
forward-looking statements, and you should not place undue reliance on
forward-looking statements. Actual results or events could differ materially
from the plans, intentions and expectations disclosed in forward-looking
statements. LendingClub does not assume any obligation to update any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Title or Description
99.1 Press Release (Bank Regulator Approval) dated January 19, 2021
99. 2 Press Release (Board Membership Changes) dated January 19, 2021
Cover Page Interactive Data File (Cover page XBRL tags are embedded within
104 the Inline XBRL document)
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