UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3

On April 17, 2014 (the “Closing Date”), LendingClub Corporation (“Lending Club” or the “Company”) entered into an Interest Purchase Agreement (the “Purchase Agreement”) with Springstone Financial, LLC, a Delaware limited liability company (“Springstone”), Premier Payment Solutions, Inc., a Massachusetts corporation (“PPS”), NBT Capital Corp., a New York corporation (together with PPS, the “Sellers”), and Xxxxx X. Xxxxxxx, as the Sellers’ representative thereunder, pursuant to which Lending Club acquired all of the outstanding limited liability company interests of Springstone from the Sellers in a simultaneous signing and closing.

The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the completed acquisition. The unaudited pro forma condensed combined balance sheet as of December 31, 2013 gives effect to the acquisition as if it had occurred on that date. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 gives effect to the acquisition as if it had occurred on January 1, 2013. The unaudited pro forma condensed combined balance sheet and the unaudited pro forma condensed combined statement of operations are derived from the audited historical financial statements of LendingClub and Springstone as of and for the year ended December 31, 2013.

The purchase was accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total purchase price, calculated as described in Note 3 to the unaudited pro forma condensed combined financial statements, is allocated to the tangible and intangible assets acquired and liabilities assumed in connection with the acquisition, based on their estimated fair values as of the acquisition date. The preliminary allocation of the purchase price was based upon management’s preliminary determination of the fair value of tangible and intangible assets acquired and liabilities assumed and such estimates and assumptions are subject to change. The areas of the purchase price allocation that are not yet finalized relate primarily to finalization of the determination of the fair value of definite lived intangible assets, deferred income taxes and other liabilities assumed.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of LendingClub that would have been reported had the acquisition been completed as of the dates presented, and should not be construed as representative of the future consolidated results of operations or financial condition of the combined entity. The unaudited pro forma condensed combined financial statements should be read in conjunction with the historical audited consolidated financial statements and related notes of LendingClub, the section entitled Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in LendingClub’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed on March 31, 2014, and the audited historical financial statements and related notes of Springstone as of and for the year ended December 31, 2013, which are attached as Exhibit 99.2 to this Form 8-K.

LendingClub Corporation

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2013

(In thousands, except for share and per share data)


	Historical
	LendingClub Corporation			Springstone Financial, LLC		Pro Forma Adjustments			Notes	Pro Forma Combined
ASSETS
Cash and cash equivalents	$	49,299		$	7,804	$	(1,258	)	a)	$	55,845
Restricted cash		12,208			1,400		3,214		b)		16,822
Loans at fair value		1,829,042			—		—				1,829,042
Accrued interest receivable		15,975			—		—				15,975
Property, Equipment and Software, net		12,595			403		—				12,998
Goodwill		—			—		67,163		c)		67,163
Intangible assets		—			—		39,900		d)		39,900
Other assets		23,921			581		1,270		e)		25,772
Due from related parties		355			172		—				527

Total Assets	$	1,943,395		$	10,360	$	110,289			$	2,064,044

LIABILITIES
Accounts payable	$	4,524		$	345		—			$	4,869
Accrued interest payable		17,741			—		—				17,741
Accrued expenses and other liabilities		9,128			2,692		—				11,820
Payable to investor		3,918			—		—				3,918
Notes and Certificates, at fair value		1,839,990			—		—				1,839,990
Loans payable, net		—			—		49,812		a)		49,812

Total Liabilities	$	1,875,301		$	3,037	$	49,812			$	1,928,150

STOCKHOLDERS’ EQUITY
Preferred stock	$	103,244		$	—	$	67,800		a)	$	171,044
Common stock		138			—		—				138
Additional paid-in capital		15,041			3,095		(3,095	)	f)		15,041
Accumulated deficit		(50,329	)		4,228		(4,228	)	f)		(50,329	)

Total Stockholders’ Equity		68,094			7,323		60,477				135,894

Total Liabilities and Stockholders’ Equity	$	1,943,395		$	10,360	$	110,289			$	2,064,044

LendingClub Corporation

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Twelve Months Ended December 31, 2013

(In thousands, except for share and per share data)


	Historical
	LendingClub Corporation			Springstone Financial, LLC		Pro Forma Adjustments			Notes	Pro Forma Combined
Non-Interest Revenue:
Origination fees	$	85,854		$	17,316	$	—			$	103,170
Servicing fees		3,513			—		—				3,513
Management fees		3,083			—		—				3,083
Other revenue		5,525			—		—				5,525

Total Non-Interest Revenue		97,975			17,316		—				115,291

Net Interest Income:
Total interest income		187,507			3		—				187,510
Total interest expense		(187,447	)		—		(1,340	)	g)		(188,787	)

Net Interest Income		60			3		(1,340	)			(1,277	)

Fair valuation adjustments, Loans		(57,629	)		—		—				(57,629	)
Fair valuation adjustments, Notes and Certificates		57,596			—		—				57,596

Net Interest Income (Expense) after fair value adjustments		27			3		(1,340	)			(1,310	)

Total Net Revenue		98,002			17,319		(1,340	)			113,981

Operating expenses:
Sales and marketing		39,037			3,484		—				42,521
Origination and servicing		17,217			2,331		—				19,548
General and administrative		34,440			2,877		14,970		h)		52,287
Amortization of intangibles		—			—		5,510		i)		5,510

Total Operating Expenses		90,694			8,692		20,480				119,866

Income (loss) before provision for income taxes		7,308			8,627		(21,820	)			(5,885	)
Provision for income taxes		—			—		—				—

Net Income (Loss)	$	7,308		$	8,627	$	(21,820	)		$	(5,885	)

Earnings per share:
Basic earnings (loss) per common share	$	0.01								$	(0.23	)

Diluted earnings (loss) per common share	$	—								$	(0.23	)

Weighted average number of common shares outstanding (1):
Basic		25,778,568									25,778,568

Diluted		40,713,488									25,778,568

(1)	Shares reflect a 2 for 1 stock split approved by the Company’s Board of Directors on April 15, 2014.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 – Description of Transaction

The Acquisition

Under the terms of the Purchase Agreement, the Sellers received at the closing an aggregate of $115 million in cash and $25 million worth of shares of Lending Club’s Series F Preferred Stock (the “Share Consideration”). For accounting purposes the purchase price was $114.4 million which comprised of $111.6 million in cash and $2.8 million of Share Consideration. Additionally, a total of $25.6 million comprised of $22.1 million of Share Consideration and $3.5 million of cash was placed in a third party escrow, and is subject to certain vesting and forfeiture conditions applicable to certain key continuing employees over a three-year period from the closing. This will be accounted for as a compensation arrangement and expensed over the three-year vesting period.

The cash portion of the consideration was funded by a combination of cash from Lending Club and proceeds of the Debt Financing and Preferred Stock Financing (each as described below). Both the Debt Financing and the Preferred Stock Financing closed just prior to the Acquisition.

The Purchase Agreement contains representations, warranties and covenants of the Company, Springstone and the Sellers. The Purchase Agreement also contains customary indemnification provisions whereby the Sellers will indemnify Lending Club and affiliated parties for certain losses arising out of any inaccuracy in the representations and warranties, or breaches of the covenants, of Springstone or the Sellers under the Purchase Agreement and certain other matters. A portion of the consideration otherwise payable at the closing of the Acquisition to the Sellers was placed in a third-party escrow for 15 months to secure, in part, the indemnification obligations of the Sellers under the Purchase Agreement.

The Debt Financing

In connection with the Acquisition, on April 16, 2014, Lending Club entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with joint lead arrangers and joint bookrunners led by Xxxxxx Xxxxxxx Senior Funding, Inc., along with Credit Suisse Securities (USA) LLC, Silicon Valley Bank, Citicorp North America Inc., and JPMorgan Chase Bank, N.A. (the “Lenders”), under which the Lenders agreed to make a $50.0 million term loan to Lending Club (the “Term Loan”).

Also in connection with the Credit Agreement, on April 16, 2014, Lending Club entered into a Pledge and Security Agreement with Xxxxxx Xxxxxxx Senior Funding, Inc. as Collateral Agent (the “Pledge and Security Agreement”).

The Term Loan is to be drawn in a single borrowing to finance the Acquisition and pay related fees and expenses, including fees and expenses related to the Credit Agreement. The Company may request that the Lenders establish new term loan facilities, provided that the aggregate principal amount of all new term loan facilities do not exceed $75.0 million. No additional amounts are available for borrowing. We refer to the borrowing by Lending Club and the lending by the Lenders pursuant to the Credit Agreement in this Current Report on Form 8-K as the “Debt Financing.”

The Term Loan matures three years after the Closing Date, or April 16, 2017 and amortizes at the rate of $312,500 per quarter, with the remaining principal amount payable at maturity. The Term Loan can be prepaid at any time at the Company’s option without premium or penalty, subject to a minimum prepayment of $1.0 million. If a Eurodollar Rate loan is selected (as defined below), customary breakage costs are payable in the case of any prepayment on a date other than the last day of an interest period. The Term Loan is required to be prepaid in certain circumstances, including upon sales of assets other than loans and upon the issuance of debt or redeemable capital stock.

Borrowings under the Credit Agreement bear interest, which at the option of the Company may be either (a) a floating base rate tied to an underlying index plus an additional 1.25% per annum (a “Base Rate Loan”) or (b) a Eurodollar rate (for an interest period of one, two, three or six months) plus an additional 2.25% per annum (a “Eurodollar Rate Loan”).

The Preferred Stock Financing

In connection with the Acquisition, on April 16, 2014, Lending Club sold an aggregate of 3,195,278 shares of its Series F Preferred Stock, par value $0.01 per share (the “Financing Shares”) to certain new investors for an aggregate gross proceeds to Lending Club of approximately $65.0 million, pursuant to a Series F Preferred Stock Purchase Agreement dated April 16, 2014 (the “Preferred Stock Purchase Agreement”). Lending Club sold the Financing Shares pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended; all investors in the Preferred Stock Financing were “accredited investors” (as defined under Rule 501 of Regulation D) and Lending Club made no general solicitation for the sale of the Financing Shares. The Financing Shares are convertible into shares of Lending Club common stock, par value $0.01 per share, on a one-for-one basis, as adjusted from time to time pursuant to the anti-dilution provisions of the Lending Club Restated Certificate of Incorporation. We refer to the sale by Lending Club and the purchase by the investors of the Financing Shares pursuant to the Preferred Stock Purchase Agreement in this Current Report as the “Preferred Stock Financing.”

Note 2 – Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are (i) directly attributable to the transaction, (ii) factually supportable, and (iii) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing impact on the combined results. At this time, the Company has not completed detailed valuation analyses to determine the fair values of Springstone assets and liabilities. Accordingly, the pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the transaction and certain other adjustments. The final determination of the purchase price allocation will be based on the fair values of assets acquired and liabilities assumed as of April 17, 2014, the acquisition date. Accordingly, once the necessary valuation analyses have been performed and the final purchase price allocation has been completed, actual results may differ materially from the information presented in the unaudited pro forma condensed combined financial statements.

Note 3 – Purchase Price Allocation

Under the acquisition method of accounting, the total estimated purchase price is allocated to Springstone’s net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of April 17, 2014, the acquisition date. Based on management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed, which are based on estimates and assumptions that are subject to change, and other factors as described in the introduction to these unaudited pro forma condensed combined financial statements, the preliminary estimated purchase price is allocated as follows (in thousands). For purposes of the preliminary purchase price allocation below, the December 31, 2013 balance sheet of Springstone was used. The actual purchase price allocation will be performed as of the acquisition date of April 17, 2014:

Preliminary purchase price allocation to assets / (liabilities)


Purchase consideration (1)	$	114,386
Cash		7,804
Restricted cash		1,400
Property, equipment and software		403
Other assets		581
Due from related parties		172
Identified intangible assets		39,900
Goodwill		67,163
Accounts payable		(345	)
Accrued expenses and other liabilities		(2,692	)

Total purchase consideration	$	114,386

(1)	Excludes $25.6 million accounted for as compensation arrangements for key continuing employees.

Note 4 – Acquired Intangible Assets

The preliminary identified intangible assets comprise of customer relationship, technology and brand name intangible assets with preliminary acquisition date fair values of $39.2 million, $400 thousand, and $300 thousand, respectively. The customer relationship intangible assets have preliminary useful lives of 14 years. The brand name and technology intangible assets have preliminary useful lives of 2 to 3 years.

Note 5 – Notes to Unaudited Pro Forma Condensed Combined Financial Statements

The specific pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

Represents net cash raised via debt and equity offerings, offset by cash paid to the sellers of Springstone and transaction fees paid by LendingClub in connection with the acquisition.

Represents cash paid into a third-party escrow account that is subject to forfeiture and vesting conditions of key continuing employees. This is reflected on the pro forma condensed combined balance sheet as restricted cash.

Represents the fair value of goodwill based upon the purchase consideration less the fair value of net tangible and intangible assets acquired as a result of the acquisition.

Represents the preliminary estimate of the fair value of acquired technology, client relationships and trade name.

Represents costs related to the issuance of the debt associated with the acquisition.

To eliminate Xxxxxxxxxxx’s additional paid-in capital and accumulated deficit in connection with the acquisition.

Represents the estimated interest expense based on an effective interest rate of 2.58% on the $50 million ($49.8 million net of discount) Term Loan entered into in connection with the acquisition. A variance of 0.125% in the interest rate would have an approximate $62.5 thousand impact on the amount of interest expense.

Represents the amortization of stock based compensation of $13.4 million and the amortization of other cash compensation of $1.1 million associated with the compensation arrangement discussed above. Additionally this amount includes $423 thousand that represents the amortization of debt issuance costs incurred as a result of the acquisition.

Represents the amortization of intangible assets acquired. The preliminary estimated fair value of the customer relationship intangible assets of $39.2 million has a preliminary useful life of 14 years and will be amortized on an accelerated basis. The preliminary estimated fair value of the brand name and technology intangible assets totaling $700 thousand have a preliminary useful life of 2 to 3 years and will be amortized on straight-line basis. The estimated annual amortization expense for the customer relationship intangible assets for the five years following the acquisition date will be approximately $5.2 million, $4.9 million, $4.5 million, $4.1 million and $3.7 million, respectively. Actual amortization method and period could change.

Note 6 – Pro Forma Net Loss Per Common Share

On April 15, 2014, the Board of Directors approved a 2 for 1 stock split in which each outstanding share of each series or class of capital stock was split into two outstanding shares of such series or class of capital stock. The shares of common stock included in the pro forma net loss per common share have been adjusted to reflect this stock split.

The pro forma basic and diluted net loss per common share is based on the weighted average number of common shares of LendingClub’s common stock outstanding during the period. No shares of common stock were issued as consideration in the acquisition. The diluted weighted average number of common shares does not include outstanding stock options or the assumed conversion of preferred stock as their inclusion would be anti-dilutive.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

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