SEC Division of Corporation Finance no-action letter: LendingClub Corporation

September 28, 2018
John Potter
Quinn Emanuel Urquhart and Sullivan, LLP
50 California Street, 22nd Floor
San Francisco, California 94111-4788
Re: In the Matter of LendingClub Asset Management, LLC LendingClub Corporation – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Potter:
This is in response to your letter dated September 5, 2018, written on behalf of LendingClub Corporation (“LendingClub”) and constituting an application for relief from LendingClub being considered an “ineligible issuer” under clause (1)(vi) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). LendingClub requests relief from being considered an ineligible issuer under Rule 405, due to the entry on September 28, 2018 of a Commission Order (“Order”) pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of the Investment Company Act of 1940 (“Investment Company Act”) against LendingClub Asset Management, LLC (“LCA”). The Order requires that, among other things, LCA cease and desist from committing or causing any violations and any future violations of Sections 204(a), 206(1), 206(2), 206(4), and 207 of the Advisers Act and Rules 204-1(a), 206(4)-7, and 206(4)-8 thereunder, and also require LCA to comply with certain undertakings. Based on the facts and representations in your letter, and assuming that LCA complies with the Order, we have determined that LendingClub has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that LendingClub will not be considered an ineligible issuer by reason of the entry of the Order against LCA. Accordingly, the relief described above from LendingClub being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented or failure to comply with the terms of the Order would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance