Organization and Business

12 Months Ended

Dec. 31, 2014

1.	Organization and Business

Prosper Marketplace, Inc. (“Prosper”, “PMI” or “the Company”) was incorporated in the state of Delaware on March 22, 2005. Prosper developed a peer-to-peer online credit marketplace (the “marketplace”) and prior to February 1, 2013, owned the proprietary technology that made operation of the marketplace possible. Prior to February 1, 2013, PMI also operated the marketplace, facilitated the origination of unsecured, consumer loans by WebBank (“Borrower Loans”), an FDIC-insured, Utah-chartered industrial bank, through the marketplace and issued and sold borrower payment dependent notes corresponding to those Borrower Loans.

The marketplace is designed to allow investor members to invest in borrower loans in an open transparent marketplace, with the aim of allowing both investor members and borrower members to profit financially as well as socially. The Company believes marketplace lending represents a new model of consumer lending, where individuals and institutions can earn the interest spread of a traditional consumer lender but must also assume the credit risk of a traditional consumer lender.

A borrower member who wishes to obtain a Borrower Loan through the marketplace must post a Borrower Loan listing, on the marketplace. Listings are allocated to one of two investor member funding channels: (i) the first channel allows investor members to commit to purchase a participating interest in a Borrower Loan which is referred to as a Note, the payments of which are dependent on the payments made on the corresponding Borrower Loan (the “Note Channel”); and (ii) the second channel allows investor members to commit to purchase 100% of a Borrower Loan directly from the Company (the “Whole Loan Channel”).

As of December 31, 2014, the marketplace is open to investors in 31 states and the District of Columbia. Additionally, as of December 31, 2014 the marketplace is open to borrowers in 46 states and the District of Columbia. Currently our marketplace is not offered internationally.

On February 1, 2013, PMI transferred ownership of the marketplace, including all of the rights related to the operation of the marketplace, as well as all then-outstanding Borrower Loans, to its wholly-owned subsidiary, Prosper Funding LLC (“PFL” and, collectively with PMI, the “Company” or the “Registrants”). At that same time, PFL assumed all of PMI’s obligations with respect to all then-outstanding Notes. Since February 1, 2013, all Notes issued and sold through the marketplace are issued and sold by PFL. Pursuant to a Loan Account Program Agreement between PMI and WebBank, PMI manages the operation of the marketplace, as agent of WebBank, in connection with the submission of loan applications by potential borrowers, the making of related loans by WebBank and the funding of such Borrower Loans by WebBank. On February 1, 2013, PFL entered into an Administration Agreement with PMI in its capacity as licensee, corporate administrator, loan marketplace administrator and loan and note servicer, pursuant to which PMI provides certain back office support, loan marketplace administration and loan and note servicing to PFL.

PFL formed Prosper Asset Holdings LLC (“PAH”) in November 2013 as a limited liability company with the sole equity member being PFL. PAH was formed to purchase Borrower Loans directly from PFL and sell the Borrower Loans to third parties.

Prosper Funding LLC [Member]

Organization and Business

1.	Organization and Business

Prosper Funding LLC (“PFL”) was formed in the state of Delaware in February 2012 as a limited liability company with the sole equity member being Prosper Marketplace, Inc. (“PMI”).

PFL was formed by PMI to hold Borrower Loans and issue Notes through the marketplace. Although PFL is consolidated with PMI for accounting and tax purposes, PFL has been organized and is operated in a manner that is intended to minimize the likelihood that it would be substantively consolidated with PMI in a bankruptcy proceeding. PFL’s intention is to minimize the likelihood that its assets would be subject to claims by PMI’s creditors if PMI were to file for bankruptcy, as well as to minimize the likelihood that PFL will become subject to bankruptcy proceedings directly. PFL seeks to achieve this by placing certain restrictions on its activities and implementing certain formal procedures designed to expressly reinforce its status as a distinct corporate entity from PMI.

On January 22, 2013, PMI entered into an Asset Transfer Agreement with PFL pursuant to which PMI transferred substantially all of its remaining assets to PFL, including (i) all outstanding Notes issued by PMI under the Indenture dated June 15, 2009 between PMI and Wells Fargo Bank, as trustee, (ii) all Borrower Loans held by PMI, (iii) all lender/borrower/group leader registration agreements related to such Notes or Borrower Loans, and (iv) all documents and information related to the foregoing, effective February 1, 2013.

PFL commenced operations as of February 1, 2013 when PMI transferred ownership of the marketplace, including all of the rights related to the operation of the marketplace, to PFL. Since February 1, 2013, all Notes issued and sold through the marketplace are issued, sold and serviced by PFL. Pursuant to a Loan Account Program Agreement between PMI and WebBank, PMI manages the operation of the marketplace, as agent of WebBank, in connection with the submission of Borrower Loan applications by potential borrowers, the making of related Borrower Loans by WebBank and the funding of such Borrower Loans by WebBank. Pursuant to an Administration Agreement between PFL and PMI, PMI manages all other aspects of the marketplace on behalf of PFL.

A borrower member who wishes to obtain a loan through the marketplace must post a loan listing, or listing, on the marketplace. PFL allocates listings to one of two investor member funding channels: (i) the first channel allows investor members to commit to purchase Notes, the payments of which are dependent on the payments made on the corresponding Borrower Loan (the “Note Channel”); and (ii) the second channel allows investor members to commit to purchase 100% of a Borrower Loan directly from the Company (the “Whole Loan Channel”).

All loans requested and obtained through the marketplace are unsecured obligations of individual borrower members with a fixed interest rate and loan terms set at three or five years as of December 31, 2014. All loans made through the marketplace are funded by WebBank, an FDIC-insured, Utah chartered industrial bank. After funding a loan, WebBank sells the loan to PFL, without recourse to WebBank, in exchange for the principal amount of the loan. WebBank does not have any obligation to purchasers of the Notes.

PFL’s marketplace is designed to allow investor members to invest in Borrower Loans in an open transparent marketplace, with the aim of allowing both investor members and borrower members to profit financially as well as socially. PFL believes marketplace lending represents a new model of consumer lending, where individuals and institutions can earn the interest spread of a traditional consumer lender but must also assume the credit risk of a traditional consumer lender.

A borrower member who wishes to obtain a Borrower Loan through PFL’s marketplace must post a loan listing to the marketplace. Listings are allocated to one of two investor member funding channels: (i) the Note Channel, which allows investor members to commit to purchase a Note from PFL, the payments of which are dependent on the payments made on the corresponding Borrower Loan; and (ii) the Whole Loan Channel, which allows investor members to commit to purchase Borrower Loans in their entirety directly from PFL.

As of December 31, 2014, PFL’s marketplace was open to investors in 31 states and the District of Columbia. Additionally, as of December 31, 2014 PFL’s marketplace was open to borrowers in 46 states and the District of Columbia. Currently, PFL’s marketplace is not offered internationally.