S-1/A 1 d814714ds1a.htm AMENDMENT NO. 4 TO FORM S-1 Amendment No. 4 to Form S-1
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As filed with the Securities and Exchange Commission on February 4, 2021.

No. 333-252024

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 4

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

loanDepot, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6199   85-3948939

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

26642 Towne Centre Drive

Foothill Ranch, California 92610

(888) 337-6888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Peter A. L. Macdonald

Secretary and Executive Vice President

c/o LD Holdings Group LLC

26642 Towne Centre Drive

Foothill Ranch, California 92610

(888) 337-6888

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With copies to:

 

Joshua N. Korff

Michael Kim

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

 

Michael Kaplan

Yasin Keshvargar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

Title of Each Class of

Securities to be Registered

  Amount to Be
Registered(1)
  Proposed
Maximum
Offering Price
Per Share(2)
 

Proposed
Maximum
Aggregate

Offering Price(1)(2)

 

Amount of

Registration Fee

Class A Common Stock, $0.001 par value per share

  17,250,000   $21.00   $362,250,000   $39,521.50(3)

 

 

 

(1)

Includes 2,250,000 shares of Class A common stock that may be purchased by the underwriters upon the exercise of their option to purchase additional shares. See “Underwriting.”

(2)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)

Previously paid

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and does not seek an offer to buy these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale thereof is not permitted.

 

PRELIMINARY PROSPECTUS

Subject to Completion, dated February 4, 2021

15,000,000 Shares

 

 

LOGO

loanDepot, Inc.

Class A Common Stock

 

 

This is an initial public offering of shares of Class A Common Stock of loanDepot, Inc. We are offering 9,410,000 shares of our Class A Common Stock. The selling stockholders identified in this prospectus are offering an additional 5,590,000 shares of Class A Common Stock. We will not receive any of the proceeds from the sale of shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for our Class A Common Stock. The initial public offering price per share of the Class A Common Stock is expected to be between $19.00 and $21.00. We intend to list our Class A Common Stock on the New York Stock Exchange (the “NYSE”) under the symbol “LDI”.

We will have four classes of authorized common stock after this offering: Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock. Each share of Class A Common Stock and Class B Common Stock entitles its holder to one vote on all matters presented to our stockholders generally. Each share of Class C Common Stock and Class D Common Stock entitles its holder to five votes on all matters presented to our stockholders generally. The holders of Class B Common Stock and Class C Common Stock will not have any of the economic rights (including the rights to dividends) provided to holders of Class A Common Stock and Class D Common Stock. Upon completion of this offering, all of our Class D common stock will be held by affiliates of Parthenon Capital Partners (“Parthenon Capital”) and all of our Class B common stock and Class C common stock will be held by the Continuing LLC Members (as defined below), as the case may be, on a one-to-one basis with the number of Holdco Units they own.

Immediately following this offering, the holders of our Class A Common Stock issued in this offering collectively will hold 5.3% of the economic interest in us and 1.1% of the combined voting power in us, affiliates of Parthenon Capital who previously owned the stock of LD Investment Holdings, Inc. (the “Parthenon Blocker”), will hold 35.3% of the economic interest in us and 36.9% of the combined voting power in us, and the Continuing LLC Members (as defined below), through their ownership of Class B common stock and/or Class C common stock, as the case may be, collectively will hold no economic interest in us and the remaining 62.0% of the combined voting power in us. We will be a holding company, and upon completion of this offering and the application of the net proceeds therefrom, our principal asset will be the LLC Interests we hold In LD Holdings Group LLC (“LD Holdings ”). The remaining 59.4% economic interest in LD Holdings will be owned by the Continuing LLC Members through their ownership of equity interests in LD Holdings (“Holdco Units”). We will be the sole manager of LD Holdings. As the sole manager, we will operate and control all of the business and affairs of LD Holdings, and through LD Holdings and its subsidiaries, we will conduct our business. Upon completion of this offering, we will be a “controlled company” under the NYSE’s governance standards.

 

 

Investing in our Class A Common Stock involves risks. See “Risk factors” beginning on page 30.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

     Per Share      Total  

Initial public offering price

   $                  $                

Underwriting discounts and commissions(1)

   $        $    

Proceeds, before expenses, to us

   $        $    

Proceeds, before expenses, to the selling stockholders

   $        $    

 

(1)

See “Underwriting” for a full description of compensation payable in connection with this offering.

The underwriters have an option to purchase up to 2,250,000 additional shares from us and the selling stockholders at the initial public offering price, less underwriting discounts and commissions. The underwriters can exercise this option at any time and from time to time within 30 days from the date of this prospectus.

The underwriters expect to deliver the shares of Class A Common Stock against payment therefor in New York, New York on or about                     , 2021.

 

 

 

Goldman Sachs & Co. LLC   BofA Securities   Credit Suisse   Morgan Stanley

 

Barclays   Citigroup   Jefferies   UBS Investment Bank

 

JMP Securities   Nomura   Piper Sandler
Raymond James   William Blair   AmeriVet Securities

The date of this prospectus is                     , 2021


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LOGO

 

      

Eleven years ago, I founded loanDepot, confident we could deliver the dream of homeownership to individuals and families across the nation.

 

I wasn’t alone on my journey. There were 50 bright, dedicated and passionate individuals that joined me, and together, from day 1, we were inspired to do our best–and be our best–for our customers. We were committed to providing honest products with great value, and committed to delivering them in an innovative, delightful way.

 

LOGO

 

Anthony Hsieh

CEO

      

 

To do what we did back then took more than wisdom and tenacity, it took courage. We chose to enter the market at a time when few were willing to take the chance, and even fewer were succeeding. Despite the headwinds originally against us, we had a vision, and we never lost our focus. We knew that online demand for mortgage products and services was going to grow and we believed the market would gravitate to originators with a recognizable brand that could deliver seamless experiences on par with emerging and best-in-class digital technologies.

 

We always had high expectations for ourselves. We acted with focus and urgency every single day, because we knew that behind every loan file was a family, and that family deserved the best we could offer.

 

Even at that time, we knew, in order to truly do our best for our customers, we had to compete with the exceptional digital experiences customers have outside of the mortgage industry each and every day. We knew we had to disrupt the mortgage industry in the same way that Apple, Netflix and Amazon disrupted their verticals, ultimately forever changing consumer behavior.

 

This early recognition separated us from the pack, and is what led to the creation of mello. mello changed the game for the mortgage industry, and allowed us to be in control of our own digital destiny, ensuring that we could deliver a loan experience to customers that felt simple, easy and rewarding. The advent of mello, and the subsequent development of the mello smartloan, brought full circle the reasons why the team and I originally came together over a decade ago.

 

 

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         I’m often asked how a company that started with 50 employees and a dream was able to accomplish all that we have in just eleven short years. For us, the answer is simple-we think and do differently to delight our customers.
          
      

LOGO

 

 

 

Thinking and doing differently, for us, means building and harnessing technology and data in a way that leads to customer satisfaction and loyalty.

 

      

LOGO

 

 

 

Thinking and doing differently is what allows us to be one click away from millions of customers at all times, and to be able to intelligently and nimbly match our customers with the right loan officer and the right product, at the right price, at the right time.

 

 

      

We’ve grown from 50 founding employees, to now, team members 10,000 strong, serving more than 30,000 customers each month, helping them achieve their financial goals in a way that is personalized, convenient and fast. We’ve created a company that is built to serve customers throughout the entire loan transaction, from the onset of the purchase or refinance decision through loan closing and servicing. We now possess roughly 3% market share of annual mortgage origination volumes, which makes up part of the $11T total addressable market. Thanks to our brand investment over time, we are also one of the most recognized brands in the industry today. All of this gives us enormous runway. And, to some, it may seem like we are in a much different place than we were eleven years ago.

 

 

But, from my vantage point, much feels the same.

 

As we continue rounding the corner into our second decade, the size and scale of our platform has changed, but our core values and principles have not. We’re going to keep doing what we set out to do eleven years ago. We will continue thinking and doing things differently on behalf of our customers, serving, delivering and innovating with intent. We’ll continue to challenge what’s possible, all while remaining true to our customers, our team and our purpose.

 

Because, at loanDepot, we know home means everything.

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At loanDepot, we believe in these essential guiding principles, each of which is an invaluable part of every action we take:

 

•  Our brand is perishable. As our Founder and CEO Anthony Hsieh says, “Spoiled milk can’t go back in the refrigerator.” Exceptional customer service is an integral part of our foundation and going the extra mile for both internal and external customers is, simply put, part of our DNA. Moreover, this promise to customers is what reinforces our brand and lets individuals and families across the nation know that they can count on us. It is our responsibility to guide and care for our customers during this important time in their lives—on every call, with every customer, every time.

 

•  We take care of our house. We have a responsibility to and for each other, our company, our customers and our communities, and we realize that “our house” encompasses everyone who relies upon us.

 

•  Momentum isn’t achieved overnight. Every day, we work together to achieve the goals we have set for our company and for our customers. Those accomplishments create unprecedented momentum over time. Every successful connection, interaction and closing adds up over time, reinforcing the important work we do—and enables us to stay focused on the future.

 

•  Mortgages will never go out of style. Our company does important work for families and individuals nationwide. We help them create memories, establish roots and become valuable parts of communities. The fundamental desire to become a homeowner will never change, but the processes by which customers attain a mortgage absolutely must.

 

•  Fundamentals don’t change, no matter your size. Whether you have a team of 500 or 50,000, the essentials of business do not change. We apply our expansive mortgage industry knowledge to those fundamentals to create unique, streamlined experiences that are effective, efficient and, most important, exceptional.

        
      

•  We follow the “Double ‘A’ Rule.” Our Founder and CEO, Anthony Hsieh, relies on two words to manage his teams: attitude and abilities, and creating dream teams requires both. Positive attitudes are infectious and help define our company’s culture. Ability translates to performance. Ensuring that each team member is placed in a role that optimizes their talents both ensures their individual success, as well as the company’s collective success.

 

•  Play smart offense. Others will try to imitate us, but they may never fully replicate what we have built, on our own, with our own resourcefulness and with our own hands. We will always forge our own path and lead by example.

 

 

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•  Ingenuity requires time and effort. While innovation is at the heart of every decision we make, when it comes to setting and achieving goals, we do it in a manner that delivers optimal profitability. From our investment in technology to our investment in our team members, we put in the time, the effort and the ingenuity to ensure that the time we spend, and the investment we make, is well worth it.

 

•  We must always be the best that we can be. Our company culture is built around the tenets of responsibility and accountability. To be America’s lender—and to achieve an unmatched level of trust from individuals and families across the country—we must be our very best at all times. That is what sets us apart. That is what makes us loanDepot.

 

 

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     Page  

PROSPECTUS SUMMARY

     1  

THE OFFERING

     22  

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

     27  

RISK FACTORS

     30  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     77  

ORGANIZATIONAL STRUCTURE

     79  

USE OF PROCEEDS

     84  

DIVIDEND POLICY

     85  

CAPITALIZATION

     86  

DILUTION

     88  

SELECTED HISTORICAL CONSOLIDATED CONDENSED FINANCIAL DATA

     90  

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

     96  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     105  

BUSINESS

     145  

MANAGEMENT

     167  

EXECUTIVE COMPENSATION

     173  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

     197  

PRINCIPAL AND SELLING STOCKHOLDERS

     204  

DESCRIPTION OF CAPITAL STOCK

     207  

SHARES ELIGIBLE FOR FUTURE SALE

     217  

U.S. FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

     219  

UNDERWRITING

     223  

LEGAL MATTERS

     233  

EXPERTS

     233  

WHERE YOU CAN FIND MORE INFORMATION

     234  

INDEX TO FINANCIAL STATEMENTS

     F-1  

 

 

 

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Through and including                     , 2021 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to any unsold allotment or subscription.

Neither we, the selling stockholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we, the selling stockholders nor the underwriters take any responsibility for, nor can we or they provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date. Our business, prospects, financial condition and results of operations may have changed since that date.

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains statistical data and estimates, including those relating to market size, competitive position and growth rates of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

We own the trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate names, logos and website names. This prospectus may also contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this prospectus are listed without the TM, SM, © and ® symbols, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.

BASIS OF PRESENTATION

In this prospectus, unless otherwise noted or indicated by the context, references to terms such as ‘‘originate,’’ “facilitate,” ‘‘fund,’’ ‘‘provide,’’ ‘‘extend’’ or ‘‘finance’’ are to the generation of all of our loans, regardless of form and whether originated directly by us or facilitated from a third party.

The following industry terms are used in this prospectus unless otherwise noted or indicated by the context:

Agencies” refers to the GSEs, FHA, FHFA and certain other federal governmental authorities;

CFPB” refers to the Consumer Financial Protection Bureau;

ECOA” refers to Equal Credit Opportunity Act;

Fannie Mae” refers to the Federal National Mortgage Association;

 

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FHA” refers to the Federal Housing Administration;

FHFA” refers to the Federal Housing Finance Agency;

Freddie Mac” refers to the Federal Home Loan Mortgage Corporation;

Ginnie Mae” refers to the Government National Mortgage Association;

GSEs” refers to Government Sponsored Enterprises, namely Fannie Mae and Freddie Mac;

HOEPA” refers to the Home Ownership and Equity Protection Act of 1994;

HUD” refers to the Department of Housing and Urban Development;

IRLCs” refers to interest rate lock commitments;

LHFS” refers to loans held for sale;

LTV” refers to loan-to-value;

MBS” refers to mortgage-backed securities;

MSR” refers to mortgage servicing rights;

NPS” refers to “Net Promoter Score.” Net Promoter Score is calculated by subtracting the percentage of Promoters (ratings of 9 or 10) minus the percentage of Detractors (ratings of 6 or lower) on the question: How likely would you be to recommend us to a friend or colleague using a scale of 0 to 10 with 10 being highly likely?

October Transactions” refers to (i) the repayment of our convertible debt facility of $75.0 million with cash on hand, (ii) the issuance of our $500.0 million of Senior Notes (as defined herein) and the application of the net proceeds therefrom, which were used to repay the borrowings under our unsecured term loan, pay down our secured credit facilities and for general corporate purposes, (iii) the borrowings under our Advance Receivables Trust (as defined herein) and (iv) the repurchase of all of the mortgage loans securing our 2018 Securitization Facility, which was subsequently repaid in full (the “October Transactions”);

RESPA” refers to the Real Estate Settlement Procedures Act;

TILA” refers to the Truth in Lending Act;

UPB” refers to unpaid principal balance;

VA” refers to the Department of Veterans Affairs; and

Warehouse Lines” refer to the warehouse lines of credit that we use to finance most of our loan originations on a short-term basis.

Numerical figures included in this prospectus have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

All references to years in this prospectus, unless otherwise noted or indicated by the context, refer to our fiscal years, which end on December 31.

 

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. You should read this entire prospectus and should consider, among other things, the matters set forth under “Basis of presentation,” “Summary historical consolidated and condensed combined financial information,” “Risk factors,” “Selected historical consolidated financial information” and “Management’s discussion and analysis of financial condition and results of operations,” and our financial statements and related notes thereto appearing elsewhere in this prospectus before making your investment decision.

In this prospectus, unless otherwise noted or indicated by the context, the terms “loanDepot,” the “Company,” “we,” “our,” and “us” refer (1) prior to the consummation of the Offering Transactions described under “Organizational Structure—Offering Transactions,” to LD Holdings Group LLC (“LD Holdings”) and its consolidated subsidiaries, and (2) after the Offering Transactions described under “Organizational Structure—Offering Transactions,” to loanDepot, Inc., the issuer of the Class A Common Stock offered hereby, and its consolidated subsidiaries, including LD Holdings. The term “LDLLC” refers to our primary mortgage loan origination subsidiary, loanDepot.com, LLC. We refer to the members of LD Holdings (excluding LD Investment Holdings, Inc.) prior to the Offering Transactions, collectively as the “Continuing LLC Members.”

Our Company

loanDepot is a customer-centric, technology-empowered residential mortgage platform with a widely recognized consumer brand. We launched our business in 2010 to disrupt the legacy mortgage industry and make obtaining a mortgage a positive experience for consumers. We have built a leading technology platform designed around the consumer that has redefined the mortgage process. Our digital-first approach has allowed us to become one of the fastest-growing, at-scale mortgage originators in the U.S. We are the second largest retail-focused non-bank mortgage originator and the fifth largest overall retail originator, according to Inside Mortgage Finance. We originated $79.4 billion of loans for the twelve months ended September 30, 2020 and experienced 116% year-over-year origination volume growth for the nine months ended September 30, 2020.

Consumer-facing industries continue to be disrupted by technological innovation. The mortgage industry is no different with consumers expecting increased levels of convenience and speed. The residential mortgage market in the U.S. is massive—with approximately $11.0 trillion of mortgages outstanding as of September 30, 2020—and is largely served by legacy mortgage originators, which require consumers to navigate time-consuming and paper-based processes to apply for and obtain mortgage loans. mello®, our proprietary end-to-end technology platform, combined with our differentiated data analytics capabilities and nationally recognized consumer brand, uniquely positions us to capitalize on the ongoing shift towards at-scale, digitally-enabled platforms.

Our innovative culture and contemporary consumer brand represent key differentiators for loanDepot. We have fostered an entrepreneurial mindset and relentlessly deliver an exceptional experience to our customers. Our guiding principle is to delight our customers by exceeding their expectations. This has allowed us to achieve a Net Promoter Score (NPS) of 74 for the period between September 2017 and November 2020. We believe that we are one of only two non-banks with a nationally-recognized consumer brand in the U.S. retail mortgage origination industry. Since the Company’s launch in 2010, we have invested over $1.2 billion in marketing and the promotion of our brand, and we believe there are significant barriers-to-entry in creating a brand comparable to ours.

mello® drives streamlined customer experiences and operational efficiency throughout the entire lifecycle of a mortgage loan, including fully digital capabilities for customer acquisition, application, processing, and



 

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servicing. Our front-end interface is intuitive and user-friendly, driving high customer engagement and lower acquisition costs. We have nearly doubled our consumer direct conversion rates year-over-year for the nine months ended September 30, 2020 and our customer acquisition cost declined by 52% to $767 for the three months ended September 30, 2020 from $1,585 for the year ended December 31, 2017. Additionally, our customer acquisition cost declined by 33% to $890 for the nine months ended September 30, 2020 from $1,323 for the nine months ended September 30, 2019. We define customer acquisition cost as our marketing and advertising expense divided by closings per period. mello® also powers our back-end technology, automating and streamlining numerous functions for our customers, team members and partners. This has allowed us to reduce speed to funding loans by 12% between 2016 and the nine months ended September 30, 2020, thus enhancing the customer experience while driving increased profitability.

We are a data driven company. We utilize data from lead acquisition, digital marketing, in-market relationships, and our servicing portfolio to identify and acquire new customers and retain our existing customers. During the last twelve months, we have analyzed, enriched, and optimized more than 9 million customer leads with a deep understanding of each potential customer’s financial profile and needs. We also maintain mello DataMart, an extensive proprietary data warehouse of over 38 million contacts generated over our ten-year history. Our predictive analytics, machine learning and artificial intelligence drive optimized lead performance.

We leverage our brand, technology and data to serve customers across our two interconnected strategies: Retail and Partner. Our Retail strategy focuses on directly reaching consumers through a combination of digital marketing and more than 2,000 digitally-empowered licensed mortgage professionals. In our Partner strategy, we have established deep relationships with mortgage brokers, realtors, joint ventures with home builders, and other referral partners. These partnerships are valuable origination sources with lower customer acquisition costs. Our technology is a key component of the value proposition to these partner relationships, allowing us to integrate directly into our partners’ native systems. We maintain integrated referral relationships with several leading brands, including a partnership with one of the 10 largest U.S. retail banks by total assets. During 2019, our Retail strategy produced 72% of our origination volume, with our Partner strategy representing the remaining 28%.

Our digital-first approach across our Retail and Partner strategies leverages the power of mello® to create a streamlined experience for consumers. Our predictive models route leads to the right loan officer at the right time to optimize the consumer’s experience and best serve their needs. Based on each consumer’s needs and preferences, leads are directed to in-house or in-market loan officers, team members at our centralized operations locations, or our digital self-service platform. Our in-market loan officers are able to leverage their long-term relationships as well as our proprietary mello® platform and loanDepot brand, driving improved profitability per loan officer.

 

 

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Our national brand along with our expertise in digital marketing, big data and marketing analytics, not only drives new customer acquisition, but also maximizes retention and customer lifetime value. We leverage these capabilities to “recapture” existing customers for subsequent refinance and purchase transactions. Our recapture rates are among the highest in the industry—for the nine months ended September 30, 2020, our organic refinance consumer direct recapture rate was 61% highlighting the efficacy of our marketing efforts and the strength of our customer relationships. This compares to an industry average refinance recapture rate of only 18% for the three months ended September 30, 2020 according to Black Knight Mortgage Monitor. In addition, we achieved an overall organic recapture rate of 47% for the nine months ended September 30, 2020. Our recapture originations have lower customer acquisition costs than originations to new customers, positively impacting our profit margins.

We have significantly increased our originations market share from 1.0% in 2014 to 2.6% for the first nine months of 2020, and our strong consumer brand and proprietary technology platform have positioned us to continue gaining additional share. Our Retail and Partner strategies have led to a balanced mix of purchase and refinance mortgages, with purchase originations representing 41% of total originations in 2019. We have a well-defined plan to accelerate this growth by expanding upon our technological and brand advantages, growing our market share in both purchase and refinance markets, and further increasing customer retention and lifetime value. Secular demographic and housing market tailwinds provide further support for our competitive advantages.

Our platform and technology create a significant financial advantage. Our brand effectiveness and marketing capabilities optimize our customer acquisition costs, and our automation reduces unnecessary expenses throughout the origination process. We are able to scale quickly and efficiently which allows us to grow both transaction volume and profitability. During the COVID-19 pandemic, our technology platform and culture enabled us to hire, train and onboard over 3,500 new team members remotely. Our growth and profitability during the last nine months is further evidence of the scalability of our platform and validates the investments we have made in our brand and our technology. For the nine months ended September 30, 2020, we generated $63.4 billion in originations (116% year-over-year growth), $3.0 billion in revenue (227% year-over-year growth), $1,465.9 million in net income and $1,085.9 million in adjusted net income, making us one of the fastest-growing and most profitable companies in our industry.



 

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Market Opportunity

Largest consumer asset class in the United States

According to the Federal Reserve, residential mortgages represent the largest segment of the broader U.S. consumer finance market. One-to-four family residential mortgage origination volume is expected to be $2.7 trillion in 2021 according to Fannie Mae. According to the Mortgage Bankers Association (the “MBA”), there was approximately $11.0 trillion of residential mortgage debt outstanding in the U.S. as of September 30, 2020, which is forecasted to increase to $12.2 trillion by the end of 2022 according to the MBA. The chart below presents the total U.S. one-to-four family residential mortgage originations and forecasts for the periods indicated.

One-to-Four Family Mortgage Originations

($ in trillions)

 

 

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Source: Historicals per MBA. Mortgage Forecast per Fannie Mae as of November 2020.

Technology-enabled disruptors continue to capture market share in an industry that remains highly fragmented

Technology-enabled disruptors continue to gain share in the highly fragmented residential mortgage origination market. We more than doubled our market share since 2014 while other technology-enabled non-banks have also grown share as consumers increasingly prefer technology-driven mortgage solutions. Independent technology-enabled disruptors, by better serving the needs of consumers as compared with legacy providers, are well positioned to capitalize on the broader shift in the mortgage market from banks to non-banks—from 2008 through the nine months ended September 30, 2020, non-banks increased their share of the top 50 mortgage originators from 22% to 69% according to Inside Mortgage Finance. The mortgage origination market remains highly fragmented with the top five originators representing only 26% of total originators in the nine months ended September 30, 2020 according to Inside Mortgage Finance. This fragmentation leaves a significant opportunity for market participants with scaled consumer brands and disruptive technology to continue to consolidate share.

High barriers of entry for building a scaled and innovative contemporary mortgage company

The barriers to building a technology-driven, contemporary mortgage company with a nationally-recognized brand are significant. In order to reach a 2.6% market share for the nine months ended September 30, 2020, we have invested over $1.2 billion over the course of more than 10 years in marketing and promotion our brand. We



 

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have accumulated more than 10 years of proprietary data on consumer behavior that we use to optimize our marketing efforts and the customer experience. We have assembled a management team with a unique combination of skillsets that we believe is difficult for competitors to replicate. These skillsets include a deep understanding of the mortgage industry, technology development, digital marketing, and data capture and analytics. Our scale and widely recognized brand leads to a virtuous cycle of growth, increased data, and further investments in our brand and technology platform.

The challenging nature of building a technology-enabled residential mortgage platform that provides exceptional customer experiences is evidenced by the large differential between the NPS scores of technology-focused disruptors compared to the rest of our industry. We believe we are one of only two contemporary, non-bank retail mortgage originators operating at scale in the United States. Both we and our largest competitor have net promoter scores that exceed 70. Increasing consumer demands for higher quality experiences creates a significant opportunity for contemporary mortgage brands to continue gaining market share.

Numerous secular tailwinds supporting continued market growth

Historically low 30-year fixed mortgage rates are continuing to drive strong demand for both purchase and refinance mortgages. The Federal Reserve forecasts that the federal funds rate will remain below 0.25% through 2022. At current market rates, over 95% of existing mortgages are “in-the-money” (meaning borrowers are able to benefit from refinancing their mortgage), representing total industry refinance opportunity of over $10 trillion based on management estimates. These factors have led Fannie Mae to forecast $1.1 trillion in mortgage refinance origination volume in 2021.

Additionally, housing market growth has been supported by the growth of the millennial demographic. Millennials now represent 73% of first time home buyers according to the National Association of Realtors. This demographic shift has helped drive a steady growth in purchase originations over time, increasing every year since 2011.

Our Strengths

Innovative Workplace and Customer-Centric Culture

Since our founding in 2010, we have fostered a culture focused on continuous innovation and customer-centricity. Our innovation-oriented culture has driven us to transform and simplify the mortgage process, while leveraging our vast data capabilities to provide a superior customer experience. Our approach has resulted in our industry-leading platform that is disrupting the mortgage industry by combining cutting-edge proprietary technology, mortgage industry expertise, marketing capabilities, and data analytics in a way that is fundamentally different from legacy mortgage providers.

Our commitment to customer service permeates our entire organization and is a central component in team member training and mentorship across the company. We utilize an innovative approach to provide daily customer feedback to our team members. We provide our team members dashboards that push daily customer feedback to ensure continued improvement in the experience for our consumers. Our founder, Chairman, and CEO, Anthony Hsieh, also fosters an open door environment and hosts intimate CEO Connect forums, during which team members have a dialogue around innovation and customer experiences. We treat recruiting, onboarding, training and retaining team members as one of our “primary business lines,” to identify, mentor, and promote the best talent.

Our relentless focus on and success in delivering exceptional customer experiences is evidenced by our NPS score of 74 for the period between September 2017 and November 2020. As further evidence of this



 

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commitment, our initial inbound customer contact answer time is generally answered in as little as one second. These metrics demonstrate our commitment to putting our customers’ needs first.

Well-recognized Brand and Data-Driven Marketing Capabilities

Since our founding in 2010, we have invested over $1.2 billion in marketing and the promotion of a leading, contemporary consumer brand—we believe we have the second most recognized consumer brand among non-bank mortgage originators, with more brand momentum than any other company. We have a multi-faceted marketing strategy, which includes both lead aggregation and a vast media presence. Our media strategy includes traditional elements including television, display advertisement, and published media as well as a significant social media presence and other contemporary approaches. We have proven our ability to build a strong brand based on the quality of our business and our commitment to excellent customer service. We believe that this approach to brand-building allows us to amplify our brand through both traditional elements in addition to our wide following on social media, published media coverage, and earned media mentions.

Recently, we introduced national television campaigns that feature our passionate team members and showcase our customer-centric culture. Our “Home Means Everything” television campaign was launched on May 4, 2020 and generated more than 3.5 billion impressions through October 31, 2020. This has helped drive our continued growth in national brand awareness among consumers. We also had approximately 1.5 million visits to loandepot.com in the month of October 2020. Our nationally recognized loanDepot brand has increased our ability to generate customer leads and has helped us become the second largest retail-focused non-bank mortgage originator with a 2.6% market share for the nine months ended September 30, 2020. We believe that our focus on providing a superior consumer experience is the best way for us to continue building our brand and extend the lifetime value for our customers.

The loanDepot brand is supported by our innovative, data science-based approach to marketing and customer acquisition, powered by our proprietary technology. We analyzed, enriched, and optimized more than 9 million new customer leads during the last twelve months ended September 30, 2020, and have compiled a database of more than 38 million customer leads since our inception. Our innovative platform is highly scalable and we leverage our machine learning and predictive analytics capabilities to match the customer with the right loan officer, the right product, at the right time. We efficiently route leads to in-house and in-market loan officers based on a variety of factors, including readiness to purchase, geographic and behavioral data, as well as product fit. We are highly effective in engaging customers by phone, email, and text messaging. We interact and build relationships with our customers through our multi-channel social media presence. Our marketing approach leads to higher customer satisfaction, while lowering customer acquisition costs, which averaged $767 per loan for the three months ended September 30, 2020, representing a 52% decrease from $1,585 in 2017. Additionally, our customer acquisition cost declined by 33% to $890 for the nine months ended September 30, 2020 from $1,323 for the nine months ended September 30, 2019.

Our focus on brand loyalty, extensive data resources and analytics, and proactive marketing capabilities allow us to continue enhancing the customer experience beyond the initial loan origination. Our organic refinance consumer direct recapture rate of 61% for the first nine months of 2020, which measures our ability to “recapture” subsequent refinance mortgage business of borrowers from our servicing portfolio, is more than three times the industry average of 18% and highlights the efficacy of our marketing and data analytics efforts and the strength of our customer relationships. Additionally, our brand and marketing efforts represent significant value for our in-market loan officers, who also receive centrally-sourced leads from our servicing portfolio and direct marketing efforts, and thus do not have to rely solely on personal relationships, as is the case with legacy originators who are exclusively in-market focused.



 

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End-to-End Proprietary Technology Drives Growth, Efficiencies and a Differentiated Customer Experience

Our fully-integrated, proprietary mello® technology platform has been developed over the last 10-plus years as a purpose-built, next-generation platform to streamline the entire mortgage lifecycle by providing a seamless and efficient experience for our customers, team members and partners. We have spent over $400.0 million on our technology since inception and currently have a dedicated team of over 300 technology professionals focused on continuously improving our platform. mello® enables us to deliver superior results through optimized lead generation and analytics, our best-in-class front-end interface, efficient loan fulfillment and enhanced customer lifecycle engagement.

Analyze, Enrich and Optimize Leads: Our machine-learning-based models and analytics drive lead generation and optimization. We have a massively scalable lead generation and ingestion engine with billions of data enrichment points. Our machine learning programs utilize sophisticated algorithms to drive dynamic marketing campaigns and optimize our ability to reach prospective high value consumers, resulting in an average cost per loan associated with our mortgage variable expenses of $3,582, representing a 8% decrease from 2017 to the three months ended September 30, 2020. We are able to route our approximately 23,000 leads per day to the ideal loan officers holding the applicable license who can respond within seconds. Our average monthly closings per licensed loan officer increased 89% to 10.7 for the three months ended September 30, 2020 from 5.7 for the year ended December 31, 2017. Additionally, average monthly closings per licensed loan officer increased 66% to 8.8 for the nine months ended September 30, 2020 from 5.3 for the nine months ended September 30, 2019.

Front-end Consumer Experience: We have created a customized front-end experience to offer an efficient and user-friendly interface across mobile, web, and person-to-person interactions, enabling us to deliver industry-leading customer service to every borrower, regardless of channel and customer preferences and needs. No matter the level of our consumer’s technological background, we are able to deliver a best-in-class customer experience through the breadth of our user interface platform.

Loan Fulfillment and Execution: Our end-to-end loan execution solutions are designed to deliver efficiencies across our organization, reducing the time to close a loan, lowering fulfillment costs, and driving a superior customer experience. With mello®, completing a mortgage process has never been simpler. Our data-first approach is focused on automatically collecting key inputs and data in lieu of requiring additional documents. We have automated condition population and condition clearance approaches that drive increased efficiency. Our nearly fully paperless underwriting process and data-first integration with third-party data providers has increased our data integrity for every loan. Paired with our proprietary artificial intelligence software, we are able to engage in over 5,000 discrete intelligent actions on every loan file. We have automated task-triggers based on the consumer data provided delivering increased visibility to our consumers.

Customer Lifecycle Engagement: Our proprietary marketing technology, along with our differentiated strategy, maximizes consumer engagement throughout the customer life cycle. Our predictive models route leads to the right loan officer at the right time to optimize the consumer’s experience and best serve their needs. Through automated notifications, streamlined processes, and numerous communication mediums, our customers experience a revolutionary mortgage experience that saves time, is transparent, and is optimized to exceed their rising expectations. Our technology triggers real-time prompts for specific client interactions and engagement based on individual user behavior. We utilize machine learning-based predictive modeling to target borrowers who qualify for loan modifications and refinancing transactions, offer complementary home services to customers, improve our product fit and pricing engine, and expedite loan processing.



 

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Retail and Partner Strategies Powered by Single Proprietary Technology Platform Leading to Best-in-Class Efficiency

Our digital-first approach across our Retail and Partner strategies is powered by our single proprietary technology platform, mello®. In our Retail strategy, mello® routes leads to the right loan officer at the right time to optimize the consumer’s experience and best serve their needs. Based on each consumer’s needs and preferences, leads are directed to in-market loan officers or team members at our centralized operations. For our Partner strategy, mello® provides seamless technology experience and fulfillment services to brokers and joint venture partners. Our single proprietary technology has led to superior user experiences and higher efficiencies for our platform.

We believe our ability to leverage our mello® technology platform will allow us to grow share through our Retail and Partner strategies that will continue to generate enhanced returns and allow us to further invest in our brand, marketing and technology, creating a virtuous cycle that will allow us to consistently deliver above market growth and attractive returns to our shareholders.

Experienced, Founder-Led Management Team with Industry-Leading Skillsets

Anthony Hsieh, our founder, Chairman and CEO, is recognized as continuously disrupting the existing mortgage and lending model and driving the evolution of the industry as a whole. A self-made entrepreneur, Hsieh founded loanDepot in 2010 with a commitment to responsible lending and a goal of exceeding customer expectations. This timing was courageous, as many lenders left the industry following the 2008 economic crisis.

Prior to founding loanDepot, Hsieh successfully established two other innovative mortgage companies. In 2002, he established HomeLoanCenter.com, the first online lender to offer a full spectrum of home loan products in all 50 states. HomeLoanCenter.com featured live interest rate quotes and loan offerings that were tailored to borrower needs and credit profiles. Hsieh continued to lead the business for three years after merging with IAC/Interactive subsidiary LendingTree in 2004. In 1989, Hsieh acquired a mortgage brokerage company which he transformed into LoansDirect.com, taking advantage of the upswell of activity surrounding the debut of internet-based commerce. The company remained one of the most profitable and successful mortgage lenders through the 1990s, and was acquired by E*TRADE Financial in 2001.

Hsieh’s vision and leadership is well-recognized. He was named Asian Real Estate Association of America Person of the Year in 2017 and the 2018 Executive of the Year by LendIt Fintech. In addition, Hsieh has been an important national voice for the lending industry, having appeared on Fox News, CNBC and Bloomberg TV, among other national outlets.

At loanDepot, we have assembled a senior management team with an outstanding vision, passion for innovation, focus on the customer, and mortgage industry expertise. The loanDepot executive team has on average more than 25 years of industry experience; many of these individuals, as well as other members of the broader team, have worked with Hsieh for years, and notably, were side by side with him at the advent of the digital mortgage, giving the overall team a unique and decisive advantage in today’s marketplace.

The loanDepot team is deep and diverse, with unparalleled experience in building and running successful technology-empowered consumer-driven businesses. They also possess exceptional expertise across a variety of disciplines, including technology platform development, customer acquisition and marketing, data analytics, brand building, mortgage originations, and capital markets. This team, led by Hsieh, has a proven track record of building and managing best-in-class businesses.



 

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High-Growth, Profitable Financial Profile

We believe our brand, platform and technology create a significant financial advantage. Our brand effectiveness and marketing capabilities optimize our customer acquisition investments and our automation reduces unnecessary costs across the origination process. We can scale quickly and efficiently which allows us to grow both transaction volume and profitability.

For the nine months ended September 30, 2020, we generated $3.0 billion in adjusted revenue and $1,085.9 million in adjusted net income. Over the same time period, our total net revenue was $3.0 billion and our net income was $1.47 billion. We have grown originations from $29.3 billion in the first nine months of 2019 to $63.4 billion in the first nine months of 2020, representing 116% growth—the fourth highest growth rate over this period among the top 15 mortgage lenders, according to Inside Mortgage Finance. We have organically grown our high-quality servicing portfolio from $30.6 billion at September 30, 2019 to $77.2 billion at September 30, 2020, representing 153% growth—the third highest growth rate over the period among the top 50 mortgage servicers, according to Inside Mortgage Finance. Adjusted revenue and adjusted net income are non-GAAP financial measures. For a reconciliation of these non-GAAP measures to their most comparable U.S. GAAP measures, see “Selected Historical Consolidated Financial Data—Reconciliation of Non-GAAP Measures.”

Our Strategies for Growth

We have demonstrated our ability to grow our business and market share, having grown from a de novo start-up in 2010 to the second largest non-bank retail originator in the U.S. with a 2.6% share of a $11.0 trillion mortgage market as of September 30, 2020. We believe that we are well positioned to continue our market share growth through both our Retail strategy, where we have invested in our team members and technology to enable rapid scaling, and our Partner strategy, where independent brokers, in addition to joint venture and integrated referral partners, increasingly choose to work with us based on our reputation for excellent customer service and seamless user experiences. Our growth has accelerated in recent quarters as our long-term investments in brand marketing and innovative technology have helped us achieve industry-leading growth and profitability.

loanDepot Originations

($ in billions)

 

 

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Source: Market share per MBA volumes.



 

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We believe that continuing to make these investments will allow us to grow market share, increase customer retention and deliver enhanced returns that will ultimately enable a virtuous cycle of further investment and returns. We intend to grow by executing on the following key strategies:

Expand Upon Our Already Significant Top-of-Funnel Reach

Our continued investments in building a significant top-of-funnel reach supported by advanced data analytics will allow us to grow market share in any economic environment. Our platform attracts customers through a variety of means including: digital leads, affiliate relationships, brand recognition, social media engagement, local in-market relationships, and existing customer retention.

Our technology and data analytics have allowed us to cultivate an increasing number of leads with higher lead conversion over time. We have analyzed, enriched and optimized more than nine million leads during the last twelve months ended September 30, 2020, a 14% increase since 2017. Our mello® technology takes in these leads and ingests billions of data enrichment points resulting in better data segmentation and lead routing becoming a more efficient customer acquisition tool. Our conversion rates in consumer direct have nearly doubled year-over-year for the nine months ended September 30, 2020.

We are able to increase our reach through joint venture and integrated referral partners, including one of the ten largest U.S. retail banks, that provide exclusive leads to our origination platform. Our partners are valuable sources of high-quality customers and our technology enables us to source customers directly from within a partner’s customer portal, amongst other highly integrated functionality. We are able to effectively leverage the traffic provided from these relationships to broaden our reach and expand upon our brand.

Client Leads by Year (in millions)

 

 

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Continue to Grow our Brand Leveraging Our Marketing Capabilities

We believe the loanDepot brand is one of only two nationally-scaled non-bank mortgage brands in the U.S., representing a distinguished and long-lasting advantage over other market participants.

We plan to continue to enhance our brand through investments in digital marketing, our social media presence and traditional media advertising, as well as continued development of our data science capabilities. Our “Home Means Everything” television marketing campaign represents a significant opportunity to build upon our strong momentum, reach a large potential customer base, and continue to increase our brand awareness. The campaign continues to run nationwide and we believe we will generate more than 5 billion impressions in the fourth quarter.



 

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We intend to continue to actively manage our social media presence and loanDepot.com website traffic, which have historically generated high levels of consumer engagement. We believe our social media engagement is industry-leading. The number of loanDepot.com average daily sessions have increased 69% year-over-year for the nine months ended September 30, 2020.

Expand Upon our Data Analytics Advantage

We have invested in building out a leading technology platform that leverages data science, artificial intelligence and machine learning. We will continue to invest significantly in these capabilities to further enhance the customer experience throughout the lifecycle of a loan, reduce the costs of acquiring customers and processing new loans and increase customer retention.

Machine learning and AI processes work best with large amounts of data, and large amounts of data are incomprehensible without the power harvested through machine learning and AI. Our proprietary data warehouse, mello DataMart, presents a unique and growing advantage boosted by our over 38 million unique individuals and nearly 100 million consumer interactions captured. Through these data points, we are able to refine our lead generation capabilities, which allow us to route approximately 90% of our leads within 5 seconds to optimize execution.

melloMarket360 is a market intelligence platform that we have developed to provide loan officers with up-to-date information on real estate activity in their area and market intelligence on competing loan officer productivity. melloMarket360 leverages real estate mortgage data and analytics across realtors, builders and originators in local communities, allowing loan officers to research every aspect of their market and tailor their sales and marketing approach to match consumer demand. Our melloMarket360 technology helps loan officers prepare for meetings with realtors, add value to existing realtor relationships, and develop new relationships with builders. In addition to enhancing productivity of our existing loan officers, melloMarket360 has become a powerful recruitment tool for loanDepot to attract talented new loan officers who can leverage our resources to significantly increase their productivity. Over time, loanDepot’s reservoir of data will continue to expand, and the melloMarket360 platform will become even more powerful and easier to use.

melloClear, our proprietary underwriting engine, helps decrease our labor capacity utilization by approximately 55%. We believe that our underwriting capabilities will continuously improve as we increase data integrations with technology partners and agencies to automate inputs, such as income, employment, and asset verification, and enhance processing speeds. Through continued investment and innovation, we are well positioned to attract new customers, recruit top loan officers to our platform, and increase the efficiency in which we meet all users’ needs.



 

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Leverage our Local Presence to Profitably Take Share in Varying Market Environments

We offer our customers the opportunity to interact with both our digital-first online resources and our in-market, relationship-based loan officers. Our network of in-market loan officers has helped us build a strong presence in the purchase market, which accounted for 41% of our total originations in 2019. Homebuyers—even younger generations—overwhelmingly prefer the high-touch, personalized service provided by local mortgage professionals. According to a 2019 Ellie Mae study, 79% of millennial and 78% of generation X consumers reported meeting with their lender in person “often” or “sometimes”. Our partnerships with builders, realtors and other companies close to the home-buying decision also serve as a consistent source of purchase volume.

Steady Purchase Volume Growth

 

 

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Increase Customer Retention and Lifetime Value

We expect to drive higher customer retention and lifetime value by leveraging our technology-driven marketing capabilities, data and customer service to attract repeat customers for refinance transactions and loanDepot’s ancillary homeowner services, which include settlement services, real estate broker services, and insurance services.

Our expertise in marketing, predictive analytics, and continuous customer engagement enable us to proactively identify our customers who may benefit from a refinance transaction. Our ability to market effectively to our existing customers is further supported by our growing servicing portfolio. In 2012, we made the strategic decision to begin retaining the servicing on a portion of our loan originations, and our servicing portfolio reached $77.2 billion in unpaid principal balance (“UPB”), representing over 272,000 customers, as of September 30, 2020. During the nine months ended September 30, 2020, we retained servicing on 86% of loans sold.



 

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Industry-Leading Recapture Rates

 

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Owning the customer relationship across the mortgage lifecycle, including originations, servicing, and ancillary products, strengthens our customer relationships and provides us with better data to market new products and services to our existing customers. We have one of the highest organic refinance consumer direct recapture rates in our industry at 61% in our consumer direct for the nine months ended September 30, 2020, as compared to the industry-average of 18% for the three months ended September 30, 2020. As a natural evolution of our strategy, we intend to move our servicing operations from a sub-servicer relationship to our in-house servicing platform, further strengthening customer relationships and further increasing recapture rates. We believe that we will continue to deliver strong customer retention and generate attractive lifetime values by providing services across the homeowner ecosystem and throughout the lifecycle of a mortgage loan.

Corporate Information

loanDepot, Inc. was incorporated on November 6, 2020 and has had no business transactions or activities and had no material assets or liabilities prior to the Reorganization Transactions and this offering. Our principal executive offices are located at 26642 Towne Centre Drive, Foothill Ranch, California 92610. Our telephone number is (888) 337-6888. The address of our main website is www.loandepot.com. The information contained on or accessible through our website does not constitute a part of this prospectus.

Recent Developments

While the financial markets have demonstrated significant volatility due to the economic impacts of COVID-19, interest rates have fallen to historic lows resulting in increased mortgage refinance originations and favorable margins. Our efficient and scalable platform has enabled us to respond quickly to the increased market demand. Market demand in 2020 was driven by a prolonged period of historically low interest rates. This demand contributed to gain on sale margins reaching levels that the Company does not believe will be sustained in future years and could result in decreases in revenue. We have highlighted below the key steps we have undertaken since the onset of the pandemic to position our platform for continued success:

 

   

Materially increased our tangible net worth to $1.5 billion, as of November 30, 2020.

 

   

Increased our total loan funding capacity to $7.7 billion with our current lending partners.

 

   

Achieved record monthly origination volume of $11.8 billion in November 2020.

 

   

Stepped up protocols related to verification of key metrics such as employment and income to help ensure the highest quality underwriting standards are maintained.

 

   

Announced 97% of our workforce may continue working remotely through at least January 2021.



 

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As a servicer, we are required to advance principal and interest to the investor for up to four months on GSE backed mortgages and longer on other government agency backed mortgages on behalf of clients who have entered a forbearance plan. As of November 30, 2020, 3%, or $2.3 billion UPB, of our servicing portfolio was in active forbearance. The following charts show the progression of forbearance requests in our servicing portfolio following the passage of the CARES Act on March 27, 2020.

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While these advance requirements may be significant at higher levels of forbearance, we believe we are very well-positioned in terms of our liquidity. As of November 30, 2020, we had $429.9 million of cash and cash equivalents. We will continue evaluating the capital markets as well, which would further supplement our liquidity should the need arise.

While we currently engage third-parties as subservicers, we plan to bring servicing operations in-house in 2021, recognizing that, as we have continued to grow, an internal servicing operation would lower servicing costs and further optimize the performance of our MSR portfolio.

On October 1, 2020, we declared profit distributions of $175.0 million to certain of our unitholders as allowed under the Company’s operating agreement (the “Sponsor Distribution”), which will reduce our tangible net worth.

Throughout October 2020, we consummated the October Transactions, which included (i) the repayment of our convertible debt facility of $75.0 million with cash on hand, (ii) the issuance of $500.0 million of our 6.500% Senior Notes due 2025 and the application of the net proceeds therefrom, which were used to repay the borrowings under our unsecured term loan, pay down our secured credit facilities and for general corporate purposes, (iii) the issuance of the 2020-VF1 Notes by our Advance Receivables Trust which permits us to finance up to $130.0 million of servicing advance receivables with respect to residential mortgage loans serviced by us on behalf of Fannie Mae and Freddie Mac and (iv) the repurchase of all of the mortgage loans securing our 2018 Securitization Facility, which was subsequently repaid in full.



 

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Also in October 2020, the Company issued notes through an additional securitization facility (“2020-1 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-1 Securitization Facility is secured by newly originated, first-lien, residential mortgage loans eligible for purchase by Fannie Mae and Freddie Mac for the purchase of mortgage loans or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-1 Securitization Facility issued $600.0 million in notes and certificates that bear interest at 30-day LIBOR plus a margin. The 2020-1 Securitization Facility will terminate on the earlier of (i) the two-year anniversary of the initial purchase date, (ii) upon the Company exercising its right to optional prepayment in full and (iii) the date of the occurrence and continuance of an event of default.

In November 2020, the Company declared profit distributions of $278.8 million to certain of its unitholders as allowed under the Company’s operating agreement. This distribution satisfied the $53.8 million of outstanding Shareholder Notes (as defined below) and the remaining $225.0 million was distributed in cash. In addition to the distributions described below, we expect to make similar distributions of approximately $146.2 million before April 30, 2021.

In December 2020, the Company distributed $71.1 million to its unitholders based on their estimated tax liability. In accordance with the Company’s operating agreement, unitholders are entitled to receive distributions equal to their estimated tax liability.

In December 2020, the Company issued notes through a new securitization facility (“2020-2 Securitization Facility”) backed by a revolving warehouse line of credit. The 2020-2 Securitization Facility is secured by newly originated, first-lien, fixed rate residential mortgage loans eligible for purchase by the GSEs or in accordance with the criteria of Ginnie Mae for the guarantee of securities backed by mortgage loans. The 2020-2 Securitization Facility issued $500.0 million in notes and certificates that bear interest at 30-day LIBOR plus a margin. The 2020-2 Securitization Facility will terminate on the earlier of (i) the three year anniversary of the initial purchase date, (ii) upon the Company exercising its right to optional prepayment in full and (iii) the date of the occurrence and continuance of an event of default.

Prior to the closing of this offering, LD Holdings will distribute $6.2 million to its unitholders based on their estimated tax liability. In accordance with the Company’s operating agreement, unitholders are entitled to receive distributions equal to their estimated liability.

Also prior to the closing of this offering, LD Holdings will declare and distribute $152.8 million of profit and liquidating distributions to certain of its unitholders as permitted under LD Holdings’ operating agreement.

Preliminary Estimated Unaudited Financial Results for the Three Months and Fiscal Year Ended December 31, 2020

The information set forth below represents our preliminary estimated unaudited financial results for the periods presented, based upon information available to us as of the date of this prospectus, and is subject to revision based upon the completion of our year-end financial closing process as well as the related external audit of our results of operations for the fiscal year ended December 31, 2020. We have provided ranges, rather than specific amounts, for the financial results primarily because our financial closing procedures and the external audit for the fiscal year ended December 31, 2020 are not yet complete. During the course of the preparation of our financial statements and related notes and the completion of the external audit for the year ended December 31, 2020, additional adjustments to the preliminary estimated financial information presented below may be identified. Any such adjustments may be material. For these or other reasons, actual results for this period may differ materially from this preliminary estimated data. Additional factors that might cause differences include, but are not limited to, the matters described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”



 

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Based upon such preliminary estimated financial results, we expect the financial metrics set forth below for the periods presented to be between the ranges set out in the following tables.

 

Condensed Consolidated Statement of Operations Data:

(Dollars in thousands)

   Preliminary
Three Months Ended
December 31, 2020
     Preliminary
Year Ended December 31, 2020
 
   Low      High      Low      High  
     (estimated)      (estimated)  

Originations(1)

   $ 37,412,607      $ 37,412,607      $ 100,760,151      $ 100,760,151  

Total net revenues

     1,259,442        1,324,362        4,273,222        4,338,142  

Net income

     530,756        558,114        1,996,695        2,024,053  

Adjusted total revenue(2)

     1,215,126        1,277,761        4,215,327        4,277,962  

Adjusted EBITDA(2)

     511,981        538,371        2,066,153        2,092,543  

Adjusted net income(2)

     362,603        381,294        1,448,494        1,467,185  

Condensed Consolidated Balance Sheet Data:

(Dollars in thousands)

   Preliminary
Year Ended December 31, 2020
               
   Low      High                
     (estimated)                

Cash and cash equivalents

   $ 275,697      $ 289,908        

Warehouse and other lines of credit

     6,380,106        6,708,978        

Debt obligations, net

     691,092        726,715        

Total equity

     1,606,642        1,689,459        

 

(1)

Represents the actual results for originations for the three and twelve months ended December 31, 2020.

(2)

To provide investors with additional information in addition to our results as determined by GAAP, we disclose Adjusted Total Revenue, Adjusted EBITDA and Adjusted Net Income as non-GAAP measures which management believes provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies. For purposes of this “Recent Developments” section, we have calculated Adjusted Total Revenue, Adjusted EBITDA and Adjusted Net Income in the same manner as for all other periods presented in this prospectus. See “Selected Historical Consolidated Condensed Financial Information —Reconciliation of Non-GAAP Measures” for a discussion of how we define and calculate Adjusted Total Revenue, Adjusted EBITDA and Adjusted Net Income and a discussion of why we believe these measures are important.

 

Reconciliation of Total Revenue to

Adjusted Total Revenue (Unaudited):

(Dollars in thousands)

   Three Months Ended
December 31, 2020
    Twelve Months Ended
December 31, 2020
 
   Low     High     Low     High  

Total net revenue

   $ 1,259,442     $ 1,324,362     $ 4,273,222     $ 4,338,142  

Change in fair value of servicing rights(1)

     (15,864     (16,682     89,672       99,212  

Net (gains) losses from derivatives hedging servicing rights(1)

     4,389       4,616       (13,621     (15,070

Realized and unrealized (gains) losses from derivative assets and liabilities(2)

     (32,841     (34,534     (133,947     (144,322
  

 

 

   

 

 

   

 

 

   

 

 

 

Change in fair value of servicing rights, net of hedging gains and losses(3)

     (44,316     (46,601     (57,895     (60,180
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted total revenue

   $ 1,215,126       1,277,761       4,215,327       4,277,962  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Included in change in fair value of servicing rights, net in the Company’s consolidated statements of operations.



 

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(2)

Included in gain on origination and sale of loans, net in the Company’s consolidated statements of operations.

(3)

Represents the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

 

Reconciliation of Net Income to Adjusted

EBITDA (Unaudited):

(Dollars in thousands)

   Three Months Ended
December 31, 2020
    Twelve Months Ended
December 31, 2020
 
   Low     High     Low     High  

Net income

   $ 530,756     $ 558,114     $ 1,996,695     $ 2,024,053  

Interest expense - non-funding debt(1)

     15,407       16,202       47,713       48,193  

Income tax expense (benefit)

     766       804       2,227       2,255  

Depreciation and amortization

     8,293       8,720       35,245       35,958  

Change in fair value of servicing rights, net of hedging gains and losses(2)

     (44,316     (46,601     (57,895     (60,180

Change in fair value - contingent consideration

                                           32,650       32,650  

Stock compensation expense and management fees

     1,076       1,131       9,518       9,613  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 511,981     $ 538,371     $ 2,066,153     $ 2,092,543  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Represents other interest expense, which include amortization of debt issuance costs, in the Company’s consolidated statement of operations.

(2)

Represents the change in fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

Reconciliation of Net Income to Adjusted

Net Income (Unaudited):

(Dollars in thousands)

   Three Months Ended
December 31, 2020
    Twelve Months Ended
December 31, 2020
 
   Low     High     Low     High  

Net income

   $ 530,756     $ 558,114     $ 1,996,695     $ 2,024,053  

Income tax expense

     766       804       2,227       2,255  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before taxes

     531,522       558,919       1,998,922       2,026,309  

Adjustments to income taxes (benefit)(1)

     136,808       143,860       514,503       521,573  
  

 

 

   

 

 

   

 

 

   

 

 

 

Tax-effected net income(1)

     394,714       415,059       1,484,420       1,504,736  

Change in fair value of servicing rights, net of hedging gains and losses(2)

     (44,316     (46,601     (57,895     (60,180

Stock compensation expense and management fees

     1,076       1,131       9,518       9,613  

Tax effect of adjustments(3)

     11,130       11,704       12,452       13,015  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income

   $ 362,603     $ 381,294     $ 1,448,494     $ 1,467,185  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

loanDepot, Inc. is subject to federal, state and local income taxes. Adjustments to income tax (benefit) reflects the effective income tax rates below:

     Three Months Ended
December 31, 2020
    Twelve Months Ended
December 31, 2020
 

Statutory U.S. federal income tax rate

     21.00     21.00

State and local income taxes (net of federal benefit)

     4.74       4.74  
  

 

 

   

 

 

 

Effective income tax rate

     25.74 %      25.74
  

 

 

   

 

 

 

 

(2)

Amounts represent the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.



 

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(3)

Amounts represent the income tax effect of (a) change in fair value of servicing rights, net of hedging gains and losses and (b) stock compensation expense and management fees at the aforementioned effective income tax rates.

Ernst & Young LLP has not audited, reviewed or performed any procedures with respect to the estimated preliminary financial information set forth above. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto. These estimates are not a comprehensive statement of our financial results as of and for the three months and the fiscal year ended December 31, 2020, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. In addition, these preliminary estimates as of and for the three months and the fiscal year ended December 31, 2020, are not necessarily indicative of the results to be achieved in any future period.

The estimated preliminary financial information described above constitute forward-looking statements. Our estimates of results are based solely on information available to us as of the date of this prospectus and are inherently uncertain. While we believe that such information and estimates are based on reasonable assumptions and management’s reasonable judgment, our actual results may vary, and such variations may be material. Factors that could cause the actual results to differ include the discovery of new information that affects accounting estimates, management judgment, or impacts valuation methodologies underlying these estimated results; the completion of our audit for the fiscal year ended December 31, 2020; our inability to realize cost savings on the timeline or in the amount we currently anticipate; and a variety of business, economic and competitive risks and uncertainties, many of which are not within our control, and we undertake no obligation to update this information. Accordingly, you should not place undue reliance on this estimated preliminary data. Our actual consolidated financial statements and related notes as of and for the year ended December 31, 2020 are not expected to be available until after this offering is completed. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”



 

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ORGANIZATIONAL STRUCTURE

Following the offering, loanDepot, Inc. will be a holding company and its sole material asset will be an equity interest in LD Holdings. LD Holdings will also be a holding company and have no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the major asset of the group), and 100% equity ownership in each of the following: Artemis Management LLC, (“Artemis”), LD Settlement Services LLC (“LD Settlement Services”) and mello Holdings LLC (“Mello”). Through its ability to appoint the board of managers of LD Holdings, which will have the ability to appoint the board of managers of LDLLC (our operating subsidiary that conduct most of our operations directly), and the other direct subsidiaries of LD Holdings (consisting of Artemis, LD Settlement Services, and Mello), loanDepot, Inc. will indirectly operate and control all of the business and affairs and consolidate the financial results of LD Holdings and its subsidiaries, including LDLLC.

Prior to the offering, the third amended and restated limited liability company agreement of LD Holdings (the “3rd Holdings LLC Agreement”) will be further amended (“4th Holdings LLC Agreement” or “Holdings LLC Agreement”) to, among other things, modify its capital structure by replacing the different classes of interests) with a single new class of Class A common units that we refer to as “LLC Units” which will be owned by the Continuing LLC Members.

In connection with the exchange transactions set forth above, we will issue to the Continuing LLC Members a number of shares of loanDepot, Inc. Class C Common Stock equal to the number of Holdco Units held by such Continuing LLC Members. Our Class B Common Stock will entitle holders thereof to one vote per share, and our Class C and Class D Common Stock with entitle holders thereof to five votes per share and each class will vote as a single class with our Class A Common Stock. However, the Class B and Class C Common Stock will not have any economic rights. Pursuant to the terms of the Holdings LLC Agreement, the Continuing LLC Members will have the right to exchange one Holdco Unit and one share of Class B Common Stock or Class C Common Stock, as applicable, together for cash or one share of our Class A Common Stock (at our election), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any Holdco Units exchanged under the exchange provisions described above will thereafter be owned by loanDepot, Inc. Any shares of Class B Common Stock and Class C Common Stock exchanged will be cancelled.

Thereafter, LD Investment Holdings, Inc. (“Parthenon Blocker”) and loanDepot, Inc. will engage in a series of transactions that will result in Parthenon Blocker merging with and into loanDepot, Inc., with loanDepot, Inc. remaining as the surviving corporation. As a result of such transactions, affiliates of Parthenon Capital Partners (the “Parthenon Stockholders”) will exchange all of the equity interests of Parthenon Blocker in return for shares of loanDepot, Inc. Class D Common Stock.



 

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The diagram below depicts our simplified organizational structure immediately following this offering and assuming no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock. See “Organizational Structure.”

 

LOGO

OUR SPONSOR

An affiliate of Parthenon Capital acquired its interest in us in December 2009, Parthenon Capital continues to hold a significant portion of the equity interest of LD Holdings. Parthenon Capital is a private equity investment firm with approximately $5.5 billion of capital under management as of November 2020. Parthenon Capital was founded in March 1998 and focuses on investing in select middle-market companies. The firm invests in a variety of industry sectors with particular expertise in business and financial services, healthcare, and technology-enabled services. The Parthenon Stockholders will participate as selling stockholders and receive net proceeds of approximately $105.1 million (or approximately $120.9 million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) from the sale of their shares of Class A Common Stock (upon conversion of their shares of Class D Common Stock) in this offering, assuming an initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.



 

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RISK FACTORS

Participating in this offering involves substantial risk. Our ability to execute our strategy also is subject to certain risks. The risks described under the heading “Risk factors” immediately following this summary may cause us not to realize the full benefits of our competitive strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks we face include the following:

 

   

the COVID-19 pandemic;

 

   

our recent rapid growth;

 

   

our ability to continue to grow our loan production volume;

 

   

the market’s acceptance of our new products and enhancements;

 

   

our ability to identify necessary and appropriate information technology system improvements;

 

   

our ability to successfully hedge changes in interest rates;

 

   

our ability to maintain our relationships with our subservicers;

 

   

challenges to the MERS system;

 

   

errors in our management’s estimates and judgment decisions in connection with matters that are inherently uncertain, such as fair value determinations;

 

   

the occurrence of a data breach or other failure of our cybersecurity;

 

   

the outcome of legal proceedings to which we are a party;

 

   

our home loan origination revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions;

 

   

changes in federal, state and local laws, as well as changes in regulatory enforcement policies and priorities;

 

   

the multi-class structure of our common stock may adversely affect the trading market for our Class A Common Stock and will limit or preclude your ability to influence corporate matters;

 

   

our status as a “controlled company” and ability to rely on exemptions from certain corporate governance requirements;

 

   

certain provisions in our certificate of incorporation and our by-laws that may delay or prevent a change of control; and

 

   

the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and officers.



 

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THE OFFERING

 

Issuer

loanDepot, Inc.

 

Class A Common Stock offered by us

9,410,000 shares of Class A Common Stock (or 10,821,500 shares if the underwriters’ option is exercised in full).

 

Class A Common Stock offered by the selling stockholders

5,590,000 shares of Class A Common Stock (or 6,428,500 shares if the underwriters’ option is exercised in full).

 

Underwriters’ option to purchase additional shares

We and the selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 2,250,000 shares of Class A Common Stock at the public offering price less underwriting discounts and commissions, of which 1,411,500 shares will be offered by us and 838,500 shares will be offered by the selling stockholders.

Common stock to be outstanding after giving effect to this offering and the use of proceeds to us therefrom

17,207,649 shares of Class A Common Stock (or 19,457,649 shares if the underwriters’ option is exercised in full), including 15,000,000 (or 17,250,000 if the underwriters’ option is exercised in full) shares of Class A Common Stock (or shares if the underwriters’ option is exercised in full) to be sold in this offering and 2,207,649 vested restricted stock units of Class A common stock granted to employees in connection with the offering. If all outstanding Holdco Units and Class B and Class C Common Stock held by the Continuing LLC Members and Class D Common Stock held by the Parthenon Stockholders were exchanged for newly-issued shares of Class A Common Stock on a one-for-one basis, 325,000,000 shares of Class A Common Stock (or 325,000,000 fully diluted shares if the underwriters’ option is exercised in full) would be outstanding.

 

  0 shares of Class B Common Stock.

 

  193,091,469 shares (on a fully diluted basis) of Class C Common Stock (or 191,679,969 shares if the underwriters’ option is exercised in full), equal to one share per Holdco Unit (other than any Holdco Units owned by loanDepot, Inc.).

 

  114,700,882 shares of Class D Common Stock (or 113,862,382 shares if the underwriters’ option is exercised in full), equal to one share per Holdco Unit (other than any Holdco Units owned by loanDepot, Inc.).

 

Voting

One vote per share of Class A and Class B Common Stock; Five votes per share of Class C and Class D Common Stock. All classes of common stock vote together as a single class unless otherwise required by law. Five years from the date of this offering, all shares of Class C and D Common Stock will be converted into shares of Class B and Class A Common Stock, respectively. As such, five years



 

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from the date of this offering all shares of our common stock will have one vote per share.

 

Voting power

Each share of Class A Common Stock entitles its holder to one vote on all matters presented to our stockholders generally, representing an aggregate of 1.1% of the combined voting power of our issued and outstanding common stock upon completion of this offering (or 1.3% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

 

  Each share of Class B Common Stock entitles its holder to one vote on all matters presented to our stockholders generally. Upon completion of this offering, no one will own any Class B Common Stock.

 

  Each share of Class C Common Stock entitles its holder to five votes on all matters presented to our stockholders generally representing an aggregate of 62.0% of the combined voting power of our issued and outstanding common stock upon completion of this offering (or 61.9%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock). Upon completion of this offering, certain Continuing LLC Members will own all of our outstanding Class C Common Stock.

 

  Each share of Class D Common Stock entitles its holder to five votes on all matters presented to our stockholders generally, representing an aggregate of 36.9% of the combined voting power of our issued and outstanding common stock upon consummation of this offering (or 36.8%, if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock). Upon completion of this offering, the Parthenon Stockholders will own all of our outstanding Class D Common Stock.

 

  Holders of all outstanding shares of our Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law. See “Description of Capital Stock.”

 

Use of proceeds

We estimate that the net proceeds to us from the offering will be approximately $168.2 million (or approximately $194.3 million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), assuming an initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of shares by the selling stockholders.


 

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  We intend to use net proceeds of approximately $168.2 million together with cash on hand to purchase 9,410,000 Holdco Units, together with an equal number of shares of our Class B and Class C Common Stock, from certain owners of Holdco Units (the “Exchanging Members”), including our Chief Executive Officer and certain of our other officers (at a purchase price per unit and share of Class B and Class C Common Stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions).

 

  If the underwriters exercise in full their option to purchase additional shares of Class A Common Stock, in addition to the use of our net proceeds as described above, we intend to use approximately $26.1 million of the net proceeds from our sale of additional shares together with cash on hand to purchase 1,411,500 Holdco Units, together with an equal number of shares of Class B and Class C Common Stock, from the Exchanging Members, including our Chief Executive Officer and certain of our other officers (at a purchase price per unit and share of Class B and Class C Common Stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions). If the underwriters exercise in full their option to purchase additional shares of Class A Common Stock, the remaining 838,500 shares will be sold by the selling stockholders, and we will not retain any proceeds from their sale of such shares. See “Use of Proceeds.”

 

Dividend policy

Beginning with the first full quarter following the completion of this offering, we intend to pay a quarterly cash dividend on our common stock of $0.08 per share (or an annual dividend of $0.32 per share), and resulting in an annual yield of 1.6% based on a price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, subject to the discretion of our board of directors and our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, including the satisfaction of our obligations under the TRA, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant. See “Dividend Policy.”

 

Controlled company

Upon completion of this offering, we will be a “controlled company” under NYSE corporate governance standards. We intend to avail ourselves of the “controlled company” exemptions under the rules of the NYSE, including exemptions from certain of the corporate governance listing requirements. See “Management—Controlled Company.”

 

Listing

We intend to list our Class A Common Stock on the NYSE under the symbol “LDI”.


 

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Exchange rights of the Continuing LLC Members

Prior to the offering, we will conduct the reorganization described in “Organizational Structure” which will provide, among other things, that each Continuing LLC Member will have the right to cause us and LD Holdings to exchange its Holdco Units and Class B or Class C Common Stock for cash or shares of Class A Common Stock of loanDepot, Inc. on a one-for-one basis (at our election), subject to customary adjustment for stock splits, stock dividends and reclassifications. See “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of LD Holdings.”

 

Tax receivable agreement

Our purchase of Holdco Units from the Exchanging Members using a portion of the net proceeds from this offering and any future exchanges of Holdco Units for cash or our Class A Common Stock pursuant to the exchange rights described above are expected to result in increases in loanDepot, Inc.’s allocable tax basis in the assets of LD Holdings. These increases in tax basis are expected to increase (for tax purposes) depreciation and amortization deductions allocable to loanDepot, Inc. and therefore reduce the amount of tax that loanDepot, Inc. otherwise would be required to pay in the future. This increase in tax basis may also decrease gain (or increase loss) on future dispositions of certain assets to the extent tax basis is allocated to those assets. We will enter into a tax receivable agreement with the Parthenon Stockholders and certain Parthenon affiliates owning Holdco Units of the Continuing LLC Members, whereby loanDepot, Inc. will agree to pay to such parties or their permitted assignees, 85% of the amount of cash tax savings, if any, in U.S. federal, state and local taxes that loanDepot, Inc. realizes or is deemed to realize as a result of these increases in tax basis, increases in basis from such payments and deemed interest deductions arising from such payments. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with this offering and future exchanges of Holdco Units and Class B Common Stock as described above would aggregate to approximately $1,068.7 million over 15 years from the date of this offering based on an initial public offering price of $20.00 per share of our Class A Common Stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming all future exchanges would occur one year after this offering. Under such scenario, we would be required to pay to the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members or their permitted assignees approximately 85% of such amount, or approximately $908.4 million, over the 15-year period from the date of this offering. If we were to elect to terminate the tax receivable agreement immediately after this offering, based on an initial public offering price of $20.00 per share of our Class A Common Stock,



 

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which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $961.6 million in the aggregate under the tax receivable agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

 

Risk factors

Please read the section entitled “Risk factors” for a discussion of some of the factors you should carefully consider before deciding to invest in our Class A Common Stock.

 

Reserved Share Program

At our request, the underwriters have reserved for sale, at the initial public offering price, up to 5% of the Class A common stock offered by this prospectus for sale to some of our directors, officers and employees through a reserved share program, or Reserved Share Program. If these persons purchase reserved shares, it will reduce the number of shares of Class A common stock available for sale to the general public. Any reserved shares of Class A common stock that are not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered by this prospectus. See “Underwriting—Reserved Share Program.”

In this prospectus, unless otherwise indicated or the context otherwise requires, the number of shares of Class A Common Stock outstanding and the other information based thereon:

 

   

assumes an initial offering price of $20.00 per share, the midpoint of the estimated price range set forth on the cover of this prospectus;

 

   

assumes that the underwriters’ option to purchase 2,250,000 additional shares of Class A Common Stock from us and the selling stockholders is not exercised;

 

   

excludes 193,091,469 shares of Class A Common Stock issuable upon the exchange of 193,091,469 Holdco Units and an equal number of shares of Class B Common Stock and Class C Common Stock that will be held by the Continuing LLC Members immediately following this offering and the use of proceeds to us therefrom; and

 

   

excludes 14,123,387 shares of Class A Common Stock reserved as of the date of this prospectus for future issuance under the loanDepot, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”) (including any equity based awards given as compensation to employees (“LTIP Units”), which may be granted thereunder) that have not yet been granted, but includes the 2,207,649 vested restricted stock units of Class A common stock to be granted to employees in connection with the offering (see “Executive Compensation 2021 Omnibus Incentive Plan—Available Shares”).



 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

loanDepot, Inc. was incorporated in November 2020 in contemplation of the Reorganization Transactions, and, prior to the Reorganization Transactions, had no previous operations, assets or liabilities. The following tables present summary historical consolidated financial information for LD Holdings, our accounting predecessor, for the periods and as of the dates indicated. The summary consolidated statement of operations data presented below for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019, 2018 and 2017 are derived from the audited consolidated financial statements of LD Holdings included elsewhere in this prospectus. Our historical results are not necessarily indicative of future results and our interim results are not necessarily indicative of results to be expected for a full fiscal year period.

The summary consolidated statement of operations data presented below for the nine months ended September 30, 2020 and 2019 and the balance sheet data presented below as of September 30, 2020 and 2019 are derived from LD Holdings’ unaudited consolidated financial statements included elsewhere in this prospectus. LD Holdings’ unaudited consolidated financial statements have been prepared on the same basis as their audited consolidated financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such financial statements in all material respects. The results for any interim period are not necessarily indicative of the results that may be expected for a full year or any future period. The summary of our consolidated financial data set forth below should be read together with our consolidated financial statements and our consolidated interim financial statements and the related notes, as well as the sections captioned “Selected Historical Consolidated Condensed Financial Statements,” “Pro Forma Unaudited Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

 

Condensed Consolidated Statement
of Operations Data:
(Dollars in thousands)
   Nine Months Ended
September 30,
    Year Ended December 31,  
   2020     2019     2019     2018     2017  
     (Unaudited)                    

Revenues:

          

Net interest income (expense)

   $ 9,268     $ (3,057   $ (2,775   $ 17,295     $ 16,749  

Gain on origination and sale of loans, net

     2,873,455       788,054       1,125,853       799,564       1,011,791  

Origination income, net

     167,554       107,850       149,500       153,036       159,184  

Servicing fee income

     121,520       85,022       118,418       141,195       115,486  

Change in fair value of servicing rights, net

     (216,132     (100,051     (119,546     (51,487     (88,701

Other income

     58,115       44,022       65,681       54,750       58,470  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     3,013,780       921,840       1,337,131       1,114,353       1,272,979  

Expenses:

          

Personnel expense

     1,022,734       525,948       765,256       681,378       726,616  

Marketing and advertising expense

     173,628       133,799       187,880       190,777       216,012  

Direct origination expense

     88,627       61,786       93,531       83,033       76,232  

Subservicing expense

     52,154       28,736       41,397       50,433       36,403  

General, administrative, occupancy and other expenses

     209,241       153,076       216,396       212,076       187,910  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

     1,546,384       903,345       1,304,460       1,217,697       1,243,173  

Income tax expense (benefit)

     1,457       288       (1,749     (475     1,436  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     1,465,939       18,207       34,420       (102,869     28,370  

Net income (loss) attributable to non-controlling interests

     —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to loanDepot, Inc.

   $ 1,465,939     $ 18,207     $ 34,420     $ (102,869   $ 28,370  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 


 

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Condensed Consolidated
Balance Sheet Data:
(Dollars in thousands)
   September 30,      December 31,  
   2020      2019      2019      2018      2017  
     (Unaudited)      (Unaudited)                       

Assets

              

Cash and cash equivalents

   $ 637,511      $ 46,333      $ 73,301      $ 105,685      $ 84,479  

Loans held for sale, at fair value

     4,888,364        3,081,401        3,681,840        2,295,451        2,431,446  

Derivative assets, at fair value

     722,149        164,599        131,228        73,439        104,148  

Servicing rights, at fair value

     780,451        349,472        447,478        412,953        530,049  

Total assets

     8,651,313        4,255,080        4,952,511        3,436,793        3,658,495  

Liabilities and equity

              

Warehouse and other lines of credit

     4,601,062        2,900,512        3,466,567        2,126,640        2,258,665  

Derivative liabilities, at fair value

     59,432        5,463        9,977        32,575        9,039  

Debt obligations, net

     706,478        539,384        592,095        547,893        469,357  

Total liabilities

     7,017,792        3,893,877        4,576,626        3,087,902        3,200,681  

Total redeemable units and unitholders’ equity

     1,633,521        361,203        375,885        348,891        457,814  

Equity

     —          —          —          —          —    

Noncontrolling interests

     —          —          —          —          —    

Total equity

     —          —          —          —          —    

Total liabilities, redeemable units, unitholders’ equity and equity

     8,651,313        4,255,080        4,952,511        3,436,793        3,658,495  

Key Performance Indicators

 

(Unaudited)
(Dollars in thousands)

   Nine Months Ended
September 30,
    Year Ended December 31,  
   2020     2019     2019     2018     2017  

Non-GAAP financial measures:

          

Adjusted total revenue

   $ 3,000,201     $ 938,982     $ 1,346,178     $ 1,107,661     $ 1,287,228  

Adjusted EBITDA

     1,554,172       94,507       124,005       (33,833     93,155  

Adjusted net income (loss)

     1,085,891       27,209       31,885       (80,109     30,128  

Adjusted EBITDA margin

     51.8     10.1     9.2     (3.1 )%      7.2

Adjusted net income margin

     36.2       2.9       2.4       (7.2     2.3  

Loan origination metrics:

          

Total loan originations

   $ 63,364,799     $ 29,268,054     $ 45,324,026     $ 33,039,029     $ 35,193,887  

Retail loan originations

     50,591,415       21,291,576       32,700,837       24,103,719       27,136,741  

Partner loan originations

     12,773,384       7,976,478       12,623,189       8,935,310       8,057,146  

Loan originations by purpose:

          

Purchase

   $ 18,487,155     $ 13,215,487     $ 18,513,555     $ 16,640,101     $ 14,060,472  

Refinance

     44,877,644       16,052,567       26,810,471       16,398,928       21,133,415  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total originations

   $ 63,364,799     $ 29,268,054     $ 45,324,026     $ 33,039,029     $ 35,193,887  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchase (%)

     29.2     45.2     40.8     50.4     40.0

Refinance (%)

     70.8       54.8       59.2       49.6       60.0  

Total market share—loan originations

     2.6     2.0     2.0     2.0     2.0

Gain on sale margin

     4.80     3.06     2.81     2.88     3.33

Gain on sale margin—retail

     4.96       3.67       3.39       3.62       3.87  

Gain on sale margin—partner

     3.34       1.15       1.16       1.09       1.30  


 

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(Unaudited)
(Dollars in thousands)

   September 30,     December 31,  
   2020     2019     2019     2018     2017  

Servicing metrics:

          

Total servicing portfolio (unpaid principal balance)

   $ 77,171,998     $ 30,553,920     $ 36,336,126     $ 32,815,954     $ 46,764,869  

Total servicing portfolio (units)

     272,701       130,640       148,750       141,561       203,592  

60+ days delinquent ($)

   $ 2,073,862     $ 339,870     $ 383,272     $ 410,647     $ 597,811  

60+ days delinquent (%)

     2.7     1.1     1.1     1.3     1.3

Servicing rights, at fair value:

          

Fair value, net(1)

   $ 776,993     $ 346,915     $ 444,443     $ 408,989     $ 528,911  

Weighted average servicing fee

     0.31     0.35     0.35     0.33     0.30

Multiple(2)

     3.3x       3.3x       3.6x       3.9x       3.8x  

 

(1)

Amounts represent the fair value of servicing rights, net of servicing liabilities, which are included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

(2)

Amount represents the fair value of servicing rights, net divided by the weighted average annualized servicing fee.



 

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RISK FACTORS

An investment in our Class A Common Stock involves risk. You should carefully consider the following risks as well as the other information included in this prospectus, including “Selected Financial Data,” “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and related notes contained elsewhere in this prospectus, before investing in our Class A Common Stock. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In such a case, the trading price of the Class A Common Stock could decline and you may lose all or part of your investment in our company.

Risks Related to Our Business

The COVID-19 pandemic poses unique challenges to our business and the effects of the pandemic could adversely impact our ability to originate mortgages, our servicing operations, our liquidity and our employees.

The COVID-19 pandemic has had, and continues to have, a significant impact on the national economy and the communities in which we operate. While the full extent of the pandemic’s effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, we expect that the pandemic and governmental programs created as a response to the pandemic, will continue to affect certain aspects of our business, including the origination of mortgages, our servicing operations, our liquidity and our employees. Although the impact of COVID-19 on our business has been immaterial so far, such effects, if they continue for a prolonged period, may have a material adverse effect on our business and results of operation.

Our origination of mortgages business was immaterially impacted at the outset of the COVID-19 pandemic. However, future growth is uncertain. If the COVID-19 pandemic leads to a prolonged economic downturn with sustained high unemployment rates, we anticipate that the number of real estate transactions will decrease. Any such slowdown may materially impact the number and volume of mortgages we originate.

Our liquidity may be adversely affected by the COVID-19 pandemic. We fund substantially all of the mortgage loans we close through borrowings under our loan funding facilities. Given the broad impact of the COVID-19 pandemic on the financial markets, our future ability to borrow money to fund our current and future loan production is unknown. Our mortgage origination liquidity could also be affected as our lenders reassess their exposure to the mortgage origination industry and either curtail access to uncommitted Warehouse Lines capacity or impose higher costs to access such capacity. Our liquidity may be further constrained as there may be less demand by investors to acquire our mortgage loans in the secondary market. Even if such demand exists, we face a substantially higher repurchase risk as a result of the COVID-19 pandemic stemming from our clients’ inability to repay the underlying loans.

It is possible that the COVID-19 pandemic may affect the productivity of our employees. As a result of the pandemic, in March 2020, we transitioned to a remote working environment for the substantial majority of our employees. While our employees have transitioned effectively to working from home, over time such remote operations may decrease the cohesiveness of our employees and our ability to maintain our culture, both of which are integral to our success. Additionally, a remote working environment may impede our ability to undertake new business projects, to foster a creative environment, to hire new employees and to retain existing employees.

To the extent the COVID-19 pandemic adversely affects our business, operations, financial condition and operating results, it may also have the effect of heightening many of the other risks described in this “Risk factors” section, such as those relating to our high level of indebtedness, our need to generate sufficient cash flows to service our indebtedness, and our ability to comply with the covenants contained in the agreements that govern our indebtedness.

 

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The executive, legislative and regulatory reaction to COVID-19, including the passage of the CARES Act, poses new and quickly evolving compliance obligations on our business, and we may experience unfavorable changes in, or failure to comply with, existing or future regulations and laws adopted in response to COVID-19.

Due to the unprecedented pause of major sectors of the U.S. economy from COVID-19, numerous states and the federal government adopted measures requiring mortgage servicers to work with consumers negatively impacted by COVID-19. The CARES Act imposes several new compliance obligations on our mortgage servicing activities, including, but not limited to mandatory forbearance offerings, altered credit reporting obligations, and moratoriums on foreclosure actions and late fee assessments. Many states have taken similar measures to provide mortgage payment and other relief to consumers. Nevertheless, servicers of mortgage loans are contractually bound to advance monthly payments to investors, insurers and taxing authorities regardless of whether the borrower actually makes those payments. We expect that such payments may continue to increase throughout the duration of the pandemic. While Fannie Mae and Freddie Mac recently issued guidance limiting the number of payments a servicer must advance in the case of a forbearance, we expect that a borrower who has experienced a loss of employment or a reduction of income will not repay the forborne payments at the end of the forbearance period. Additionally, we are prohibited from collecting certain servicing related fees, such as late fees, and initiating foreclosure proceedings. Accordingly, there is no assurance that we will be successful in continuing to make contractual advances to investors and others in the coming months and we will ultimately have to replace such funds to make payments in respect of such prepayments and mortgage payoffs. As a result, we may have to use cash on hand, including borrowings under our Secured Credit Facilities, our Variable Funding Note (“GMSR VFN”), and our variable funding note facility (the “Advance Receivables Trust”) to make the payments required under our servicing operation.

With the urgency to help consumers, the expedient passage of the CARES Act increases the likelihood of unintended consequences from the legislation. An example of such unintended consequences is the liquidity pressure placed on mortgage servicers given our contractual obligation to continue to advance payments to investors on loans in forbearance where consumers are not making their typical monthly mortgage payments. Moreover, certain provisions of the CARES Act are subject to interpretation given the existing ambiguities in the legislation, which creates class action and other litigation risk.

Although much of the executive, legislative and regulatory actions stemming from the COVID-19 pandemic that affect our business are servicing-centric, regulators are also adjusting compliance obligations impacting our mortgage origination activities. Many states have adopted temporary measures allowing for otherwise prohibited remote mortgage loan origination activities. While these temporary measures allow us to continue to do business remotely, they impose notice, procedural, and other compliance obligations on our origination activity.

Federal, state, and local executive, legislative and regulatory responses to the COVID-19 pandemic are rapidly evolving, not consistent in scope or application, and subject to change without advance notice. Such efforts may impose additional compliance obligations, which may negatively impact our mortgage origination and servicing business. Any additional legal or regulatory responses to the COVID-19 pandemic may unfavorably restrict our business operations, alter our established business practices, and otherwise raise our compliance costs.

We have experienced rapid growth, which may be difficult to sustain and which may place significant demands on our operational, administrative and financial resources.

Our substantial growth in loan production and the servicing portfolio has caused, and if it continues will continue to cause, significant demands on our operational, legal, and accounting infrastructure, and will result in increased expenses. In addition, we are required to continuously develop our systems and infrastructure in response to the increasing sophistication of the lending markets and legal, accounting and regulatory developments relating to all of our existing and projected business activities. Our future growth will depend, among other things, on our ability to maintain an operating platform and management system sufficient to

 

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address our growth and will require us to incur significant additional expenses and to commit additional senior management and operational resources. As a result, we face significant challenges in:

 

   

securing funding to maintain our operations and future growth;

 

   

maintaining and improving our loan retention and recapture rates;

 

   

maintaining and scaling adequate financial, business and risk controls;

 

   

implementing new or updated information and financial systems and procedures;

 

   

training, managing and appropriately sizing our work force and other components of our business on a timely and cost-effective basis;

 

   

navigating complex and evolving regulatory and competitive environments;

 

   

increasing and maintaining the number of borrowers utilizing our products and services;

 

   

increasing the volume of loans originated and facilitated through us;

 

   

entering into new markets and introducing new products;

 

   

continuing to develop, maintain and scale our platform;

 

   

effectively using limited personnel and technology resources;

 

   

effectively maintaining and scaling our financial and risk management controls and procedures;

 

   

maintaining the security of our platform, systems and infrastructure and the confidentiality of the information (including personally identifiable information) provided and utilized across our platform; and

 

   

attracting, integrating and retaining an appropriate number of qualified employees.

We may not be able to manage our expanding operations effectively and we may not be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses.

We may not be able to continue to grow our loan production volume, which could negatively affect our business, financial condition and results of operations.

Our loan originations, particularly our refinance mortgage loan volume, are dependent on interest rates and are expected to decline if interest rates increase. Our loan origination activities are also subject to overall market factors that can impact our ability to grow our loan production volume. For example, increased competition from new and existing market participants, slow growth in the level of new home purchase activity or reductions in the overall level of refinancing activity can impact our ability to continue to grow our loan origination volume, and we may be forced to accept lower margins in order to continue to compete and keep our volume of activity consistent with past or projected levels.

Our mortgage loan originations also depend on the referral-driven nature of the mortgage loan industry. The origination of purchase money mortgage loans is greatly influenced by traditional market participants in the home buying process such as real estate agents and builders. As a result, our ability to maintain existing, and secure new, relationships with such traditional market participants will influence our ability to grow our purchase money mortgage loan volume and, thus, our mobile and local retail originations business. Regulatory developments also limit our ability to enter into marketing services agreements with referral sources, which could adversely impact us. See “Business—supervision and regulation—Federal, state and local regulation.” In addition, we will need to convert leads regarding prospective borrowers into funded loans and that depends on the pricing that we will be able to offer relative to the pricing of our competitors and our ability to process, underwrite and close loans on a timely basis. Institutions that compete with us in this regard may have significantly greater access to capital or resources than we do, which may give them the benefit of a lower cost of operations.

 

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If new products and enhancements do not achieve sufficient market acceptance, our financial results and competitive position will be harmed.

We have derived substantially all of our revenue from originating, selling and servicing traditional mortgage loans. Efforts to expand into new consumer products, such as insurance, real estate services, or other products consistent with our business purpose, may not succeed and may reduce expected revenue growth. Furthermore, we incur expenses and expend resources upfront to develop, acquire and market new products and platform enhancements to incorporate additional features, improve functionality or otherwise make our products more desirable to consumers. While we continue to manage a servicing portfolio of personal loans, we stopped accepting new loan applications for personal loans in the fourth quarter of 2018. New products must achieve high levels of market acceptance in order for us to recoup our investment in developing and bringing them to market. If we are unable to grow our revenues or if our margins become compressed, then our business, financial condition and results of operations could be adversely affected.

Recently launched and future products could fail to attain sufficient market acceptance for many reasons, including:

 

   

our failure to predict market demand accurately or to supply products that meet market demand in a timely fashion;

 

   

negative publicity about our products’ performance or effectiveness or our customer experience;

 

   

our ability to obtain financing sources to support such products;

 

   

regulatory hurdles;

 

   

delays in releasing the new products to market; and

 

   

the introduction or anticipated introduction of competing products by our competitors.

If our new and recently launched products do not achieve adequate acceptance in the market, our competitive position, revenue and operating results could be harmed. The adverse effect on our financial results may be particularly acute because of the significant development, marketing, sales and other expenses we will have incurred in connection with the new products or enhancements before such products or enhancements generate sufficient revenue. Further, the failure of certain technological enhancements to reduce our cost of production could have an adverse effect on our business, financial position and results of operations.

Certain changes in the management of LDLLC, and certain other changes in its ownership or in its board of directors may cause one or more events of default under our current Warehouse Lines and other financing arrangements.

Certain changes in the management of LDLLC, the board of directors of LDLLC and/or the ownership of LDLLC may cause an event of default under one or more of our current Warehouse Lines and other financing arrangements, which may in turn cause events of default under many of our other Warehouse Lines and financing arrangements due to standard cross-default provisions. Uncured events of default under our Warehouse Lines and other financing arrangements would cause a material adverse effect on our business, financial condition and results of operations.

The success and growth of our business will depend upon our ability to adapt to and implement technological changes.

We rely on our proprietary technology to make our platform available to clients, evaluate loan applicants and service loans. In addition, we may increasingly rely on technological innovation as we introduce new products, expand our current products into new markets and continue to streamline various loan-related and lending processes. The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior client experience, the demand for our products and services may decrease and our growth and operations may be harmed.

 

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All of our loan distribution channels are dependent upon technological advancement, such as our ability to process applications over the internet, accept electronic signatures, provide process status updates instantly and other conveniences expected by borrowers and counterparties. We must ensure that our technology facilitates a borrower experience that equals or exceeds the borrower experience provided by our competitors. Maintaining and improving this technology will require significant capital expenditures. To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution becomes non-compliant with existing industry standards, fails to meet or exceed the capabilities of our competitors’ equivalent technologies or technological solutions, becomes increasingly expensive to service, retain and update, becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or malfunctions or functions in a way we did not anticipate that results in loan defects potentially requiring repurchase. Additionally, new technologies and technological solutions are continually being released. As such, it is difficult to predict the problems we may encounter in improving our technologies’ functionality. There is no assurance that we will be able to successfully adopt new technology as critical systems and applications become obsolete and better ones become available. Additionally, if we fail to develop our technologies to respond to technological developments and changing borrower needs in a cost-effective manner, or fail to acquire, integrate or interface with third-party technologies effectively, we may experience disruptions in our operations, lose market share or incur substantial costs. As these requirements increase in the future, we will have to fully develop these technological capabilities to remain competitive and any failure to do so could adversely affect our business, financial condition and results of operations.

If we fail to promote and maintain our brands in a cost-effective manner, or if we experience negative publicity, we may lose market share and our revenue may decrease.

We believe that developing and maintaining awareness of our brands in a cost-effective manner is critical to attracting new and retaining existing consumers. Successful promotion of our brands will depend largely on the effectiveness of our marketing efforts and the experience of our consumers. Our efforts to build our brands have involved significant expense, and our future marketing efforts will require us to maintain or incur significant additional expense. These brand promotion activities may not result in increased revenue and, even if they do, any increases may not offset the expenses incurred. If we fail to successfully promote and maintain our brands or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may lose our existing consumers to our competitors or be unable to attract new consumers.

Additionally, reputational risk, or the risk to our business, results of operation and financial condition from negative public opinion, is inherent in our business. Negative public opinion can result from actual or alleged conduct by our employees or representatives in any number of activities, including lending and debt collection practices, marketing and promotion practices, corporate governance and actions taken by government regulators and community organizations in response to those activities. Negative public opinion can also result from media coverage, whether accurate or not.

In recent years, consumer advocacy groups and some media reports have advocated governmental action to prohibit or place severe restrictions on non-bank lenders. If the negative characterization of independent mortgage loan originators becomes increasingly accepted by consumers, demand for any or all of our mortgage loan products could significantly decrease. Additionally, if the negative characterization of independent mortgage loan originators is accepted by legislators and regulators, we could become subject to more restrictive laws and regulations applicable to mortgage loan products.

In addition, our ability to attract and retain customers is highly dependent upon the external perceptions of our level of service, trustworthiness, business practices, financial condition and other subjective qualities. Negative perceptions or publicity regarding these matters—even if related to isolated incidents or to practices not specific to the origination or servicing of loans, such as debt collection—could erode trust and confidence and damage our reputation among existing and potential customers. In turn, this could decrease the demand for our products, increase regulatory scrutiny and detrimentally effect our business.

 

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We may grow by making acquisitions, and we may not be able to identify or consummate acquisitions or otherwise manage our growth effectively.

Part of our growth strategy has included acquisitions, and we may acquire additional companies or businesses. We may not be successful in identifying origination platforms or businesses, or other businesses that meet our acquisition criteria in the future. In addition, even after a potential acquisition target has been identified, we may not be successful in completing or integrating the acquisition. We face significant competition for attractive acquisition opportunities from other well-capitalized companies, many of which have greater financial resources and a greater access to debt and equity capital to secure and complete acquisitions than we do. As a result of such competition, we may be unable to acquire certain assets or businesses that we deem attractive or the purchase price may be significantly elevated or other terms may be substantially more onerous. Any delay or failure on our part to identify, negotiate, finance on favorable terms, consummate and integrate such acquisitions could impede our growth.

There can be no assurance that we will be able to manage our expanding operations effectively or that we will be able to continue to grow, and any failure to do so could adversely affect our ability to generate revenue and control our expenses. Furthermore, we may be responsible for any legacy liabilities of businesses we acquire. The existence or amount of these liabilities may not be known at the time of acquisition and may have a material adverse effect on our consolidated financial position, results of operations or cash flow.

Our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates.

Our profitability is directly affected by the level of, and changes in, interest rates. The market value of closed LHFS and IRLCs generally decline as interest rates rise and increase when interest rates fall. Changes in interest rates could also lead to increased prepayment rates, which could materially and adversely affect the value of our MSRs. Historically, the value of MSRs has increased when interest rates rise as higher interest rates lead to decreased prepayment rates and have decreased when interest rates decline as lower interest rates lead to increased prepayment rates. As a result, large moves and substantial volatility in interest rates materially affect our consolidated financial position, results of operations and cash flows.

We employ various economic hedging strategies that utilize derivative instruments to mitigate the interest rate and fall-out risks that are inherent in many of our assets, including our IRLCs, our LHFS and our MSRs. Our derivative instruments, which currently consist of whole loan forwards, mortgage backed security forwards “TBAs,” interest rate swap futures, U.S. Treasury futures and options on U.S. Treasury futures, are accounted for as free-standing derivatives and are included on our consolidated balance sheet at fair market value. Our operating results may suffer because the losses on the derivatives we enter into may not be offset by a change in the fair value of the related hedged transaction.

Our hedging strategies may also require us to post cash or collateral margin to our hedging counterparties. The level of cash or collateral that is required to be posted is largely driven by the mark to market of our derivative instruments. The exchange of margin with our hedging counterparties could under certain market conditions, adversely affect our short-term liquidity position.    

Some of our derivatives (whole loans forwards and TBAs) are not traded on a regulated exchange with a central clearinghouse that determines the margin requirements and offers protection against a lack of performance by individual market participants. This exposes us to the risk that a counterparty may not be able to post margin or otherwise perform on the terms of the contract. This failure could adversely affect our liquidity position and have a material adverse effect on our financial position, results of operations or cash flows.

Our hedging activities in the future may include entering into interest rate swaps, caps and floors and/or options to purchase these items. Our hedging decisions in the future will be determined in light of the facts and circumstances existing at the time and may differ from our current hedging strategy. Moreover, our hedging

 

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strategies may not be effective in mitigating the risks related to changes in interest rates and could affect our profitability and financial condition. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses.

We rely on internal models to manage risk and to make business decisions. Our business could be adversely affected if those models fail to produce reliable and/or valid results.

We make significant use of business and financial models in connection with our proprietary technology to measure and monitor our risk exposures and to manage our business. For example, we use models to measure and monitor our exposures to interest rate, credit and other market risks. The information provided by these models is used in making business decisions relating to strategies, initiatives, transactions, pricing and products. If these models are ineffective at predicting future losses or are otherwise inadequate, we may incur unexpected losses or otherwise be adversely affected.

We build these models using historical data and our assumptions about factors such as future mortgage loan demand, default rates, home price trends and other factors that may overstate or understate future experience. Our assumptions may be inaccurate and our models may not be as predictive as expected for many reasons, including the fact that they often involve matters that are inherently beyond our control and difficult to predict, such as macroeconomic conditions, and that they often involve complex interactions between a number of variables and factors.

Our models could produce unreliable results for a variety of reasons, including but not limited to, the limitations of historical data to predict results due to unprecedented events or circumstances, invalid or incorrect assumptions underlying the models, the need for manual adjustments in response to rapid changes in economic conditions, incorrect coding of the models, incorrect data being used by the models, or inappropriate application of a model to products or events outside of the model’s intended use. In particular, models are less dependable when the economic environment is outside of historical experience, as was the case from 2008-2010 or during the present COVID-19 pandemic.

We continue to monitor the markets and make necessary adjustments to our models and apply appropriate management judgment in the interpretation and adjustment of the results produced by our models. This process takes into account updated information while maintaining controlled processes for model updates, including model development, testing, independent validation and implementation. As a result of the time and resources, including technical and staffing resources, that are required to perform these processes effectively, it may not be possible to replace existing models quickly enough to ensure that they will always properly account for the impacts of recent information and actions.

The geographic concentration of our loan originations may adversely affect our retail lending business, which would adversely affect our financial condition and results of operations.

A substantial portion of our aggregate mortgage loan origination is secured by properties concentrated in the states of California, Florida, Texas and New York, and properties securing a substantial portion of our outstanding UPB of mortgage loan servicing rights portfolio are located in California, Texas, Florida, and New York. During the global financial crisis of 2007-2008 (the “Financial Crisis”), the states of California and Florida experienced severe declines in property values and a disproportionately high rate of delinquencies and foreclosures relative to other states. To the extent that the states of California, Florida, Texas, and New York experience weaker economic conditions or greater rates of decline in real estate values than the United States generally, the concentration of loans that we service in those states may decrease the value of our servicing rights and adversely affect our retail lending business. The impact of property value declines may increase in magnitude and it may continue for a long period of time. Additionally, if states in which we have greater concentrations of business were to change their licensing or other regulatory requirements to make our business cost-prohibitive, we may be required to stop doing business in those states or may be subject to a higher cost of

 

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doing business in those states, which could materially adversely affect our business, financial condition and results of operations.

We may be required to indemnify the purchasers of loans that we originate (including securitization trusts), or repurchase those loans, if those loans fail to meet certain criteria or characteristics or under other circumstances.

Our contracts with purchasers of mortgage loans that we originate, including the GSEs and other financial institutions that purchase mortgage loans for investor or private label securitization, and the agreements for securitization transactions for which we act as the securitizer, contain provisions that require us to indemnify the related securitization trust or the purchaser of the mortgage loans or to repurchase the mortgage loans under certain circumstances. We also pool FHA-insured and VA-guaranteed mortgage loans, which back securities guaranteed by Ginnie Mae. While our contracts vary, they generally contain provisions that require us to indemnify these parties, or repurchase these mortgage loans, if:

 

   

our representations and warranties concerning mortgage loan quality and mortgage loan characteristics are inaccurate or are otherwise breached and not remedied within any applicable cure period (usually 90 days or less) after we receive notice of the breach;

 

   

we fail to secure adequate mortgage insurance within a certain period after closing of the applicable mortgage loan;

 

   

a mortgage insurance provider denies coverage;

 

   

if the borrower defaults on the on the loan payments within a contractually defined period (early payment default);

 

   

if the borrower prepays the mortgage loan within a contractually defined period (early payoff); or

 

   

the mortgage loans fail to comply with underwriting or regulatory requirements.

We believe that, as a result of the current market environment, many purchasers of mortgage loans are particularly aware of the conditions under which mortgage loan originators or sellers must indemnify them against losses related to purchased mortgage loans, or repurchase those mortgage loans, and would benefit from enforcing any repurchase remedies they may have.

Repurchased loans typically can only be resold at a steep discount to their repurchase price, if at all. They are also typically sold at a significant discount to the UPB. To recognize these potential indemnification and repurchase losses, we have recorded estimated loan repurchase reserves of $27.6 million and $19.2 million at September 30, 2020 and 2019, respectively. Our liability for repurchase losses is assessed quarterly. Although not all mortgage loans repurchased are in arrears or default, as a practical matter most have been. Factors that we consider in evaluating our reserve for such losses include default expectations, expected investor repurchase demands (influenced by, among other things, current and expected mortgage loan file requests and mortgage loan insurance rescission notices) and appeals success rates (where the investor rescinds the demand based on a cure of the defect or acknowledges that the mortgage loan satisfies the investor’s applicable representations and warranties), reimbursement by third-party originators and projected loss severity. Also, although we re-evaluate our reserves for repurchase losses each quarter, evaluations of that sort necessarily are estimates and there remains a risk that the reserves will not be adequate.

Additionally, if home values decrease, our realized mortgage loan losses from mortgage loan indemnifications and repurchases may increase. As such, our indemnification and repurchase costs may increase beyond our current expectations. See “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and estimates—Loan repurchase reserve.” If we are required to indemnify the GSEs or other purchasers against loan losses, or repurchase loans, that result in losses that exceed our reserve, this could materially adversely affect our business, financial condition and results of operations.

 

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Additionally, we may not be able to recover amounts from some third parties, such as brokers through our wholesale channel, from whom we may seek indemnification or against whom we may assert a loan repurchase demand in connection with a breach of a representation or warranty due to financial difficulties or otherwise. As a result, we are exposed to counterparty risk in the event of non-performance by counterparties to our various contracts, including, without limitation, as a result of the rejection of an agreement or transaction in bankruptcy proceedings, which could result in substantial losses for which we may not have insurance coverage.

If the value of the collateral underlying certain of our loan funding facilities decreases, we could be required to satisfy a margin call, and an unanticipated margin call could have a material adverse effect on our liquidity.

Certain of our loan funding and MSR-backed facilities are subject to margin calls based on the lender’s opinion of the value of the loan collateral securing such financing. In addition, certain of our hedges related to newly originated mortgages are also subject to margin calls. A margin call would require us to repay a portion of the outstanding borrowings. A large, unanticipated margin call could have a material adverse effect on our liquidity. As a result of the change in the interest rate market due to COVID-19, we have faced some margin calls on hedges. To date these calls have not been material but if the interest rate market continues to be significantly impacted by COVID-19, we could face additional margin calls that could impact our liquidity.

Our servicing rights are highly volatile assets with continually changing values, and these changes in value, or inaccuracies in our estimates of their value, could adversely affect our financial condition and results of operations.

The value of our servicing rights is based on the cash flows projected to result from the servicing of the related loans and continually fluctuates due to a number of factors. Our servicing portfolio is subject to “run off,” meaning that loans serviced by us (or our subservicer) may be prepaid prior to maturity, refinanced with a loan not serviced by us or liquidated through foreclosure, deed-in-lieu of foreclosure or other liquidation process or repaid through standard amortization of principal. As a result, our ability to maintain the size of our servicing portfolio depends on our ability to originate additional mortgages. In determining the value for our servicing rights and subservicing agreement, management makes certain assumptions, many of which are beyond our control, including, among other things:

 

   

the speed of prepayment and repayment within the underlying pools of loans;

 

   

projected and actual rates of delinquencies, defaults and liquidations;

 

   

future interest rates and other market conditions;

 

   

our cost to service the loans;

 

   

ancillary fee income; and

 

   

amounts of future servicing advances.

We use external, third-party valuations that utilize market participant data to value our servicing rights for purposes of financial reporting. We also benchmark these valuations to internal financial models. These models are complex and use asset-specific collateral data and market inputs for interest and discount rates. In addition, the modeling requirements of servicing rights are complex because of the high number of variables that drive cash flows associated with servicing rights. Even if the general accuracy of our valuation models is validated, valuations are highly dependent upon the reasonableness of the assumptions and the results of the models utilized in such valuations.

If loan delinquencies or prepayment speeds are higher than anticipated or other factors perform worse than modeled, the recorded value of our servicing rights would decrease, which would adversely affect our financial condition and results of operations.

 

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Substantially all of our loan servicing operations are conducted pursuant to subservicing contracts with subservicers, and any termination by our subservicers of these contracts, or a material change in the terms thereof that is adverse to us, would adversely affect our business, financial condition, liquidity and results of operations.

Substantially all of our loan servicing operations are currently conducted pursuant to a subservicing contract with Cenlar FSB (“Cenlar”) (for mortgage loans) and a subservicing contract with CardWorks Servicing, LLC (for personal loans), each an unaffiliated third-party loan servicing provider. We are responsible for ensuring each subservicer’s compliance with the applicable servicing criteria and applicable law, and we are required to have procedures in place to provide reasonable assurance that its activities comply in all material respects with applicable servicing criteria and applicable law. In the event that Cenlar’s activities do not comply with the servicing criteria or applicable law for a mortgage loan, it could negatively impact our agreements with the Agencies or other investors. In addition, because our subservicers maintain the primary contact with the borrower of a serviced loan throughout the life of the loan, we have less ability to become involved with any potential loss mitigation. Therefore, we may not have control over a rise in delinquencies and/or claims among non-performing loans, both of which, in the case of mortgage loans, could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Further, our subservicers may, under certain circumstances, terminate their subservicing contracts with or without cause, with little notice and in some instances with no compensation to us. Upon any such termination, it would be difficult to replace a large volume of subservicing on comparable terms in a short period of time, or perhaps at all.

In addition, for mortgage loans, the approval of the GSEs or other investors that own the mortgage loans underlying our servicing rights would be required to transfer our mortgage loan servicing rights portfolio from our subservicer to another subservicer. Such approval would be in the applicable investor’s discretion, and there is no assurance that such approval could be obtained if and when necessary. If we were to have our subservicing contract terminated by our subservicer, or if there was a change in the terms under which our subservicer performs subservicing that was materially adverse to us, it would adversely affect our business, financial condition and results of operations.

In order to be able to maintain or grow our servicing business, our servicing rights must be replaced as the loans that we service are repaid or refinanced, and if our loan business loses market share, our servicing business would also be impacted.

Our servicing portfolio, including both our mortgage loans and personal loans portfolios, are subject to “run-off,” meaning that loans serviced by us, as applicable, may be repaid at maturity, prepaid prior to maturity, refinanced with a loan not serviced by us or liquidated through foreclosure, deed-in-lieu of foreclosure or other liquidation process or repaid through standard amortization of principal. As a result, our ability to maintain the size of our servicing portfolio depends on our ability to originate loans with respect to which we retain the servicing rights.

If our mortgage loan business loses market share, or if the volume of mortgage loan originations otherwise decreases or if the mortgage loans underlying our servicing portfolio are repaid or refinanced at a faster pace, we may not be able to maintain or grow the size of our servicing portfolio, which could have a material adverse effect on our business, financial condition and results of operations.

We are required to make servicing advances that can be subject to delays in recovery or, to a lesser extent, may not be recoverable in certain circumstances, which could adversely affect our liquidity, business, financial condition and results of operations.

For mortgage loans, during any period in which a borrower is not making payments, we are required under most of our servicing agreements in respect of our servicing rights to advance our own funds to meet contractual principal and interest remittance requirements for investors, pay property taxes and insurance premiums, legal

 

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expenses and other protective advances. We also advance funds under these agreements to maintain, repair and market real estate properties on behalf of investors. As home values change, we may have to reconsider certain of the assumptions underlying our decisions to make advances. In addition, if a mortgage loan serviced by us is in default or becomes delinquent, the repayment to us of the advance may be delayed until the mortgage loan is repaid or refinanced or foreclosure or a liquidation occurs. If we receive requests for advances in excess of amounts that we are able to fund at that time, we may not be able to fund these advance requests, which could materially and adversely affect our mortgage loan servicing activities and our status as an approved servicer by Fannie Mae and Freddie Mac and result in our termination as an issuer and approved servicer by Ginnie Mae. A delay in our ability to collect an advance may adversely affect our liquidity, and our inability to be reimbursed for an advance could adversely affect our business, financial condition and results of operations. As our servicing portfolio continues to age, defaults might increase as the loans get older, which may increase our costs of servicing and could be detrimental to our business. Market disruptions such as the COVID-19 pandemic and the response by the CARES Act, and the GSEs, through which a temporary period of forbearance is being offered for customers unable to pay on certain mortgage loans as a result of the COVID-19 pandemic may also increase the number of defaults, delinquencies or forbearances related to the loans we service, increasing the advances we make for such loans. With specific regard to the COVID-19 pandemic, any regulatory or GSE-specific relief on servicing advance obligations provided to mortgage loan servicers has so far been limited to GSE-eligible mortgage loans, leaving out any non-GSE mortgage loan products such as jumbo mortgage loans. As of September 30, 2020, approximately 3.4%, or $2.6 billion UPB, of our servicing portfolio was in active forbearance.

With delinquent VA guaranteed loans, the VA guarantee may not make us whole on losses or advances we may have made on the loan. If the VA determines the amount of the guarantee payment will be less than the cost of acquiring the property, it may elect to pay the VA guarantee and leave the property securing the loan with us (a “VA no-bid”). If we cannot sell the property for a sufficient amount to cover amounts outstanding on the loan we will suffer a loss which may, on an aggregate basis and if the percentage of VA no-bids increases, have a detrimental impact on our business and financial condition.

In addition, for certain loans securitized in accordance with Ginnie Mae guidelines, we, as the servicer, have the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets defined criteria, including being delinquent greater than 90 days. Once we have the unilateral right to repurchase the delinquent loan, we have effectively regained control over the loan and we must recognize the loan on our balance sheet and recognize a corresponding financial liability. Any significant increase in required servicing advances or delinquent loan repurchases, could have a significant adverse impact on our cash flows, even if they are reimbursable, and could also have a detrimental effect on our business and financial condition

Our counterparties may terminate our servicing rights, which could adversely affect our business, financial condition and results of operations.

The owners of the mortgage loans (including securitization trusts) for which we have retained servicing rights, may, under certain circumstances, terminate our right to service the mortgage loans. As is standard in the industry, under the terms of our master servicing agreements with the GSEs in respect of the servicing rights for mortgage loans that we retain, the GSEs have the right to terminate us as servicer of the mortgage loans we service on their behalf at any time (and, in certain instances, without the payment of any termination fee) and also have the right to cause us to sell the servicing rights to a third-party. In addition, failure to comply with servicing standards could result in termination of our agreements with the GSEs with little or no notice and without any compensation. Currently, a subservicer performs the servicing activities on the mortgage loans underlying our servicing rights portfolio. However, we are responsible to the GSEs that own the underlying loans for such activities. Consequently, in the event of a default by our subservicer, the GSE could terminate our servicing rights or require that our servicing rights be transferred to another subservicer.

Adverse actions by Ginnie Mae could materially and adversely impact our business, reputation, financial condition, liquidity and results of operations, including if Ginnie Mae were to terminate us as an issuer or

 

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servicer of Ginnie Mae loans or otherwise take action indicating that such a termination was planned. For example, such actions could make financing our business more difficult, including by making future financing more expensive or, if a lender were to allege a default under our debt agreements, could trigger cross-defaults under all our other material debt agreements. See “—Changes in GSE or Ginnie Mae selling and/or servicing guidelines could adversely affect our business, financial condition and results of operations.”

If we were to have our servicing rights terminated on a material portion of our servicing portfolio, the value of our servicing rights could be reduced or, potentially, eliminated entirely and our business, financial condition and results of operations could be adversely affected.

Our servicing rights portfolio has a limited performance history, which makes our future results of operations more difficult to predict.

With respect to mortgage loans, the likelihood of delinquencies and defaults, and the associated risks to our business, including higher costs to service such mortgage loans and a greater risk that we may incur losses due to repurchase or indemnification demands, changes as mortgage loans season, or increase in age. Newly originated mortgage loans typically exhibit low delinquency and default rates as the changes in economic conditions, individual financial circumstances and other factors that drive borrower delinquency often do not appear for months or years. Most of the mortgage loans underlying our servicing rights portfolio were originated in recent years. As a result, we expect the delinquency rate and defaults of the loans underlying the servicing rights portfolio to increase in future periods as the portfolio seasons, but we cannot predict the magnitude of this impact on our results of operations. In addition, because most of the mortgage loans in our portfolios are recently originated, it may be difficult to compare our business to our mortgage loan originator competitors. Such competitors may have better ability to model delinquency and default risk based on their longer operating histories and may have a better ability than we do in establishing appropriate loss reserves on their financial statements. Any inadequacy of our loss reserves established for delinquencies and defaults may result in future financial restatements or other adverse events.

We may in the future stop utilizing a subservicer for mortgage loan servicing operations, which may subject us to compliance, operational and execution risks.

We may in the future stop utilizing a subservicer for mortgage loan servicing operations, which may subject us to compliance, operational and execution risks. Were we to transition from an outsourcing model to the servicing of loans in-house, we would be subject to guidelines set forth by the Agencies. Failure to meet stipulations of servicing guidelines can result in the assessment of fines and loss of reimbursement of loan-related advances, expenses, interest and servicing fees. When the servicing of a portfolio is assumed either through purchase of servicing rights or through a subservicing arrangement, various loans in the acquired portfolio may have been previously serviced in a manner that will contribute towards our not meeting certain servicing guidelines. If not recovered from a prior servicer, such events frequently lead to the eventual realization of a loss to us. In the event we were to stop utilizing a subservicer, the increased regulatory scrutiny, potential operational disruptions, and executions risks associated with such a transition could have a material adverse effect on our business and results of operations.

We may incur increased costs and related losses if a borrower challenges the validity of a foreclosure action on a mortgage loan or if a court overturns a foreclosure, which could adversely affect our business, financial condition, liquidity and results of operations.

We may incur costs if we are required to, or if we elect to, execute or re-file documents or take other action in our capacity as a servicer in connection with pending or completed foreclosures on mortgage loans. We may incur litigation costs if the validity of a foreclosure action is challenged by a borrower. If a court overturns a foreclosure because of errors or deficiencies in the foreclosure process, we may have liability to a title insurer or the purchaser of the property sold in foreclosure. These costs and liabilities may not be legally or otherwise

 

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reimbursable to us, particularly to the extent they relate to securitized mortgage loans. In addition, if certain documents required for a foreclosure action are missing or defective, we could be obligated to cure the defect or repurchase the mortgage loan. A significant increase in litigation costs could adversely affect our liquidity, and our inability to be reimbursed for an advance could adversely affect our business, financial condition and results of operations. We may also incur the aforementioned costs and liabilities to the extent that they may be incurred by our subservicer under certain circumstances.

We rely on joint ventures with industry partners through which we originate mortgage loans. If any of these joint ventures are terminated, our revenues could decline.

We are party to joint ventures, with partners such as home builders and real estate brokers, and the termination of any of these joint ventures (including as a result of one of our partners exiting the industry), or a decline in the activity of the building industry generally, could cause revenue from loans originated through these joint ventures to decline, which would negatively impact our business.

Challenges to the MERS System could materially and adversely affect our business, results of operations and financial condition.

MERSCORP, Inc. maintains an electronic registry, referred to as the MERS System, which tracks servicers, ownership of servicing rights and ownership of mortgage loans in the United States. Mortgage Electronic Registration Systems, Inc. (“MERS”), a wholly owned subsidiary of MERSCORP, Inc., can serve as a nominee for the owner of a mortgage loan and in that role initiate foreclosures or become the mortgagee of record for the loan in local land records. We and/or our subservicer have in the past and may continue to use MERS as a nominee. The MERS System is widely used by participants in the mortgage finance industry.

Several legal challenges in the courts and by governmental authorities have been made disputing MERS’s legal standing to initiate foreclosures or act as nominee for lenders in mortgages and deeds of trust recorded in local land records. These challenges have focused public attention on MERS and on how mortgage loans are recorded in local land records. Although most legal decisions have accepted MERS as mortgagee, these challenges could result in delays and additional costs in commencing, prosecuting and completing foreclosure proceedings, conducting foreclosure sales of mortgaged properties and submitting proofs of claim in borrower bankruptcy cases.

Finally, borrowers are raising new challenges to the recording of mortgages in the name of MERS, including challenges questioning the ownership and enforceability of mortgage loans registered in MERS. Currently, MERS is the primary defendant in several class action lawsuits in various state jurisdictions, where the plaintiffs allege improper mortgage assignment and the failure to pay recording fees in violation of state recording statutes. The plaintiffs in such actions generally seek to compel defendants to record all assignments, restitution, compensatory and punitive damages, and appropriate attorneys’ fees and costs. An adverse decision in any jurisdiction may delay the foreclosure process in other jurisdictions.

We depend on the accuracy and completeness of information about borrowers and any misrepresented information could adversely affect our business, financial condition and results of operations.

In deciding whether to extend credit or to enter into other transactions with borrowers, we rely on information furnished to us by or on behalf of borrowers, including credit, identification, employment and other relevant information. Some of the information regarding borrowers provided to us is used to determine whether to lend to borrowers and the risk profiles of such borrowers. Such risk profiles are subsequently utilized by Warehouse Line counterparties who lend us capital to fund mortgage loans. We also may rely on representations of borrowers as to the accuracy and completeness of that information.

While we have a practice of seeking to independently verify some of the borrower information that we use in deciding whether to extend credit or to agree to a loan modification, including, depending on the program,

 

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employment, assets, income and credit score, in accordance with applicable law, not all borrower information is independently verified, and if any of the information that is independently verified (or any other information considered in the loan review process) is misrepresented and such misrepresentation is not detected prior to loan funding, the value of the loan may be significantly lower than expected. Additionally, there is a risk that, following the date of the credit report that we obtain and review, a borrower may have become delinquent in the payment of an outstanding obligation, defaulted on a pre-existing debt obligation, taken on additional debt, lost his or her job or other sources of income; or sustained other adverse financial events. Whether a misrepresentation is made by the loan applicant, another third-party or one of our employees, we generally bear the risk of loss associated with the misrepresentation. We may not detect all misrepresented information in our mortgage loan originations or from service providers we engage to assist in the loan approval process. Any such misrepresented information could adversely affect our business, financial condition and results of operations.

We are also subject to the risk of fraudulent activity associated with the origination of loans. The level of our fraud charge-offs and results of operations could be materially adversely affected if fraudulent activity were to significantly increase. High profile fraudulent activity or significant increases in fraudulent activity could lead to regulatory intervention, negatively impact our operating results, brand and reputation and lead us to take steps to reduce fraud risk, which could increase our costs.

Our financial statements are based in part on assumptions and estimates made by our management, including those used in determining the fair values of a substantial portion of our assets. If the assumptions or estimates are subsequently proven incorrect or inaccurate, there could be a material adverse effect on our business, financial position, results of operations or cash flows.

Accounting rules for mortgage loan sales and securitizations, valuations of financial instruments and servicing rights, and other aspects of our operations are highly complex and involve significant judgment and assumptions. For example, we utilize certain assumptions and estimates in preparing our financial statements, including when determining the fair values of certain assets and liabilities and reserves related to mortgage loan representations and warranty claims and to litigation claims and assessments. These complexities and significant assumptions could lead to a delay in the preparation of financial information and also increase the risk of errors and restatements, as well as the cost of compliance. Changes in accounting interpretations or assumptions could impact our financial statements and our ability to timely prepare our financial statements. If the assumptions or estimates underlying our financial statements are incorrect, we may experience significant losses as the ultimate realization of value may be materially different than the amounts reflected in our consolidated statement of financial position as of any particular date, and there could be a material adverse effect on our business, financial position, results of operations or cash flows.

A substantial portion of our assets are recorded at fair value based upon significant estimates and assumptions with changes in fair value included in our consolidated results of operations. The determination of the fair value of our assets involves numerous estimates and assumptions made by our management. Such estimates and assumptions include, without limitation, estimates of future cash flows associated with our servicing rights and derivative assets based upon assumptions involving, among other things, discount rates, prepayment speeds, cost of servicing of the underlying serviced mortgage loans, pull-through rates and direct origination expenses. The use of different estimates or assumptions in connection with the valuation of these assets could produce materially different fair values, or our fair value estimates may not be realized in an actual sale or settlement, either of which could have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Reserves are established for mortgage loan representations and warranty claims when it is probable that a loss has been incurred and the amount of such loss can be reasonably estimated. In light of the inherent uncertainties involved in loan repurchase claims related to representations and warranties, it is not always possible to determine a reasonable estimate of the amount of a probable loss, and we may estimate a range of possible loss for consideration in our estimates. The estimates are based upon currently available information and

 

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involve significant judgment taking into account the varying stages and inherent uncertainties of such repurchase and indemnification requests. Accordingly, our estimates may change from time to time and such changes may be material to our consolidated results of operations, and the ultimate settlement of such matters may have a material adverse effect on our consolidated financial position, results of operations or cash flows.

Reserves are established for pending or threatened litigation, claims or assessments when it is probable that a loss has been incurred and the amount of such loss can be reasonably estimated. In light of the inherent uncertainties involved in litigation and other legal proceedings, it is not always possible to determine a reasonable estimate of the amount of a probable loss, and we may estimate a range of possible loss for consideration in its estimates. The estimates are based upon currently available information and involve significant judgment taking into account the varying stages and inherent uncertainties of such matters. Accordingly, our estimates may change from time to time and such changes may be material to our consolidated results of operations, and the ultimate settlement of such matters may have a material adverse effect on our consolidated financial position, results of operations or cash flows.

For additional information on the key areas for which assumptions and estimates are used in preparing our financial statements, see “Management’s discussion and analysis of financial condition and results of operations—Critical accounting policies and estimates.”

Our reported financial results may be materially and adversely affected by future changes in accounting principles generally accepted in the United States.

U.S. Generally Accepted Accounting Principles (“GAAP”) is subject to standard setting or interpretation by the Financial Accounting Standards Board (“FASB”), the Public Company Accounting Oversight Board, the United State Securities and Exchange Commission (“SEC”) and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results and could materially and adversely affect the transactions completed before the announcement of a change. A change in these principles or interpretations could also require us to alter our accounting systems in a manner that could increase our operating costs, impact the content of our financial statements and impact our ability to timely prepare our financial statements.

Our vendor relationships subject us to a variety of risks and the failure of third parties to provide various services that are important to our operations could have a material adverse effect on our business.

We have significant vendors that, among other things, provide us with financial, technology and other services to support our loan servicing and originations activities. In April 2012, the CFPB issued guidance stating that institutions under its supervision may be held responsible for the actions of the companies with which they contract. Accordingly, we could be adversely impacted to the extent our vendors are unfamiliar with legal requirements applicable to the particular products or services being offered or fail to take efforts to implement such requirements effectively. In addition, if our current vendors were to stop providing services to us on acceptable terms, including as a result of one or more vendor bankruptcies due to poor economic conditions, we may be unable to procure alternatives from other vendors in a timely and efficient manner and on acceptable terms, or at all. Further, we may incur significant costs to resolve any such disruptions in service and this could adversely affect our business, financial condition and results of operations.

Some services important to our business are outsourced to third-party vendors. For example, substantially all of our mortgage loan servicing operations are currently conducted by Cenlar. It would be difficult and disruptive for us to replace some of our third-party vendors, particularly Cenlar, in a timely manner if they were unwilling or unable to provide us with these services in the future (as a result of their financial or business conditions or otherwise), and our business and operations likely would be materially adversely affected. In addition, if a third-party provider fails to provide the services we require, fails to meet contractual requirements,

 

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such as compliance with applicable laws and regulations, or suffers a technological disruption, cyberattack or other security breach, our business could suffer economic and reputational harm that could have a material adverse effect on our business and results of operations. See “—Risks related to our business—Substantially all of our loan servicing operations are conducted pursuant to subservicing contracts with subservicers, and any termination by our subservicers of these contracts, or a material change in the terms thereof that is adverse to us, would adversely affect our business, financial condition, liquidity and results of operations.”

Some of the loans we service are higher risk loans, which are more expensive to service than conventional mortgage loans.

Some of the mortgage loans we service are higher risk loans, meaning that the loans are to less credit worthy borrowers, delinquent or for properties the value of which has decreased. These loans are more expensive to service because they require more frequent interaction with customers and greater monitoring and oversight.

Additionally, in connection with the ongoing mortgage market reform and regulatory developments, servicers of higher risk loans are subject to increased scrutiny by state and federal regulators and will experience higher compliance and regulatory costs, which could result in a further increase in servicing costs. We may not be able to pass along any of the additional expenses we incur in servicing higher risk loans to our servicing clients. The greater cost of servicing higher risk loans, which may be further increased through regulatory reform, consent decrees or enforcement, could adversely affect our business, financial condition and results of operations.

Our risk management policies and procedures may not be effective.

Our risk management framework seeks to mitigate risk and appropriately balance risk and return. We have established policies and procedures intended to identify, monitor and manage the types of risk to which we are subject, including credit risk, market and interest rate risk, liquidity risk, cyber risk, regulatory, legal and reputational risk. Although we have devoted significant resources to develop our risk management policies and procedures and expect to continue to do so in the future, these policies and procedures, as well as our risk management techniques such as our hedging strategies, may not be fully effective. There may also be risks that exist, or that develop in the future, that we have not appropriately anticipated, identified or mitigated. As regulations and markets in which we operate continue to evolve, our risk management framework may not always keep sufficient pace with those changes. If our risk management framework does not effectively identify or mitigate our risks, we could suffer unexpected losses and could be materially adversely affected.

The loss of the services of our senior management could adversely affect our business.

The experience of our senior management, including Anthony Hsieh, our Chief Executive Officer, is a valuable asset to us. Our management team has significant experience in the residential mortgage loan production and servicing industry and the investment management industry. Furthermore, certain of our Warehouse Lines specify that a substantial change in the management responsibilities of Mr. Hsieh constitutes an event of default. We do not maintain key life insurance policies relating to our senior management. See “—Risks related to our business—The departure or change in the responsibilities of Anthony Hsieh, our Chief Executive Officer, and certain other changes in our ownership or in our board of directors may cause one or more events of default under our Warehouse Lines and other financing arrangements.”

Our business could suffer if we fail to attract and retain a highly skilled workforce.

Our future success will depend on our ability to identify, hire, develop, motivate and retain highly qualified personnel for all areas of our organization, in particular skilled managers, loan officers and underwriters. Trained and experienced personnel are in high demand and may be in short supply in some areas. Many of the companies

 

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with which we compete for experienced employees have greater resources than we have and may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. We may not be able to attract, develop and maintain an adequate skilled workforce necessary to operate our business and labor expenses may increase as a result of a shortage in the supply of qualified personnel. If we are unable to attract and retain such personnel, we may not be able to take advantage of acquisitions and other growth opportunities that may be presented to us and this could materially affect our business, financial condition and results of operations.

Cyberattacks, information or security breaches and technology disruptions or failures, including failure of internal operational or security systems or infrastructure, of ours or of our third-party vendors’ could damage our business operations and increase our costs, which could adversely affect our business, financial condition and results of operations.

The financial services industry as a whole is characterized by rapidly changing technologies and we are dependent on the security and efficacy of our infrastructure, computer and data management systems, as well as those of third parties with whom we interact. In the ordinary course of our business, we receive, process, retain, transmit and store proprietary information and sensitive or confidential data, including certain public and non-public personal information concerning employees and borrowers. Additionally, we enter into relationships with third-party vendors to assist with various aspects of our business, some of which require the exchange of personal employee or borrower information. We devote significant resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to obtain access to confidential or sensitive information, destroy data, disrupt or degrade service, sabotage systems or cause other damage and we employ extensive layered security at all levels within our organization to help us detect malicious activity, both from within the organization and from external sources.

Despite our efforts to ensure the integrity of our systems, it is possible that we and our third-party vendors may not be able to in the future, anticipate or implement effective preventive measures against all security breaches or unauthorized access of our information technology systems or the information technology systems of third-party vendors that receive, process, retain and transmit electronic information on our behalf. The techniques used to obtain unauthorized, improper or illegal access to our systems and those of our third-party vendors, our data, our employees’ customers’ and loan applicants’ data or to disable, degrade or sabotage service are constantly evolving, and have become increasingly complex and sophisticated. Furthermore, such techniques change frequently and are often not recognized or detected until after they have been launched and security attacks can originate from a wide variety of sources, including third parties such as computer hackers, persons involved with organized crime or associated with external service providers, or foreign state or foreign state-supported actors. Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or that of our borrowers. These risks may increase in the future as we continue to increase our reliance on the internet and use of web-based product offerings.

Cybersecurity risks have significantly increased in recent years. From time to time, we and our third-party vendors that collect, store, process, retain and transmit confidential or sensitive information, including borrower personal and transactional data or employee data (including service providers located offshore who conduct support services for us), are targeted by unauthorized parties using malicious code and viruses or otherwise attempting to breach the security of our or our vendors’ systems and data. We and our third-party vendors may in the future experience system disruptions and failures caused by software failure, fire, power loss, telecommunications failures, employee misconduct, human error, unauthorized intrusion, security breaches, acts of vandalism, traditional computer hackers, computer viruses and disabling devices, phishing attacks, malicious or destructive code, denial of service or information, natural disasters, health pandemics and other similar events, which may result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary or other sensitive information of ours, our employees or customers, and otherwise interrupt or delay

 

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our ability to provide services to our customers. This is especially applicable in the current response to the COVID-19 pandemic and the shift we have experienced in having most of our employees work from their homes for the time being, as our employees access our secure networks through their home networks. Developments in technological capabilities and the implementation of technology changes or upgrades could also result in a compromise or breach of the technology that we use to protect our employees’ and customers’ personal information and transaction data. Although we have established, and continue to establish on an ongoing basis, defenses to identify and mitigate cyberattacks, any loss, unauthorized access to, or misuse of confidential or personal information could disrupt our operations, damage our reputation, and expose us to claims from customers, financial institutions, regulators, employees and other persons, any of which could have an adverse effect on our business, financial condition and results of operations.

A successful penetration, compromise, breach or circumvention of the security of our or our third-party vendors’ information technology systems through electronic, physical or other means, or a defect in the integrity of our or our third-party vendors’ systems or cybersecurity could cause serious negative consequences for our business, including significant disruption of our operations, misappropriation of our proprietary, confidential or sensitive information, including personal information of our borrowers or employees, damage to our computers or operating systems and to those of our borrowers and counterparties, and subject us to significant costs, litigation, disputes, reporting obligations, regulatory action, investigation, fines, penalties, remediation costs, damages and other liabilities. In addition, our remediation efforts may not be successful and we may not have adequate insurance to cover these losses. Any of the foregoing events could result in violations of applicable privacy and other laws, financial loss to us or to our borrowers, loss of confidence in our security measures, customer dissatisfaction, significant litigation exposure and harm to our reputation, and diversion of management attention, all of which could adversely affect our business, financial condition and results of operations.

We face litigation and legal proceedings that could have a material adverse effect on our revenues, financial condition, cash flows and results of operations.

We are routinely and currently involved in legal proceedings concerning matters that arise in the ordinary course of our business. See “Business—Legal proceedings.” These legal proceedings range from actions involving a single plaintiff to class action lawsuits with potentially tens of thousands of class members. These actions and proceedings are generally based on alleged violations of consumer protection, employment, contract and other laws.

Recently, on December 24, 2020, we received a demand letter from one of the senior members of our operations team asserting, among other things, allegations of loan origination noncompliance and various employment related claims, including allegations of a hostile work environment and gender discrimination, with unspecified damages. We are conducting an investigation into the claims and our investigation is not complete. While the Company’s management does not believe these allegations have merit, should the executive file a formal lawsuit against us, it could result in substantial costs and a diversion of our management’s attention and resources.

Our business in general exposes us to both formal and informal periodic inquiries, from various state and federal agencies as part of those agencies’ oversight of the origination and sale of mortgage loans and servicing activities. See “—Risks related to our regulatory environment” below. An adverse result in governmental investigations or examinations or private lawsuits, including purported class action lawsuits, may adversely affect our financial results. In addition, a number of participants in our industry have been the subject of purported class action lawsuits and regulatory actions by state regulators, and other industry participants have been the subject of actions by state Attorneys General. Litigation and other proceedings may require that we pay settlement costs, legal fees, damages, penalties or other charges, any or all of which could adversely affect our financial results. In particular, legal proceedings brought under state consumer protection statutes may result in a separate fine for each violation of the statute, which, particularly in the case of class action lawsuits, could result in damages substantially in excess of the amounts we earned from the underlying activities and that could have a material adverse effect on our liquidity, financial position and results of operations.

 

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We may be unable to sufficiently obtain, maintain, protect and enforce our intellectual property and proprietary rights and we may encounter disputes from time to time relating to our use of the intellectual property of third parties.

We rely on a combination of trademarks, service marks, copyrights, trade secrets, domain names and confidentiality procedures and contractual provisions with employees and third parties to protect our intellectual property and proprietary rights. As of September 30, 2020, we hold 27 registered United States trademarks and 34 United States trademark applications, including with respect to the name “loanDepot,” “mello” and other logos and various additional designs and word marks relating to the “loanDepot” name, as well as seven United States patent applications. Nonetheless, as new challenges with respect to intellectual property protection arise, we cannot assure you that these measures will be adequate to protect our intellectual property and proprietary rights that we have secured, that we will be able to secure appropriate protections for all of our intellectual property and proprietary rights in the future, or that third parties will not misappropriate, infringe upon or otherwise violate our intellectual property or proprietary rights, particularly in foreign countries where laws or enforcement practices may not protect our intellectual property and proprietary rights as fully as in the United States. Despite our efforts to protect our intellectual property and proprietary rights, unauthorized third parties may attempt to disclose, obtain, duplicate, copy or use proprietary aspects of our technology, curricula, online resource material, and other intellectual property. Our management’s attention may be diverted by these attempts, and we may need to expend funds in litigation or other proceedings to protect our intellectual property proprietary rights against any infringement, misappropriation or violation. Furthermore, attempts to enforce our intellectual property rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against us, or result in a holding that invalidates or narrows the scope of our rights, in whole or in part.

Confidentiality procedures and contractual provisions can also be difficult to enforce and, even if successfully enforced, may not be entirely effective. In addition, we cannot guarantee that we have entered into confidentiality agreements with all employees, partners, independent contractors or consultants that have or may have had access to our trade secrets or other proprietary information. Any of our issued or registered intellectual property rights may be challenged, invalidated, held unenforceable or circumvented in litigation or other proceedings, including re-examination, inter partes review, post-grant review, interference and derivation proceedings and equivalent proceedings in foreign jurisdictions (e.g., opposition proceedings), and such intellectual property rights may be lost or no longer provide us meaningful competitive advantages. Third parties may also independently develop products, services and technology similar or duplicative of our products and services.

Our success and ability to compete also depends in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. We have encountered and may in the future encounter disputes from time to time over rights and obligations concerning intellectual property or proprietary rights of others, and we may not prevail in these disputes. Third parties may raise claims against us alleging an infringement, misappropriation or other violation of their intellectual property or proprietary rights. Some third-party intellectual property rights may be extremely broad, and it may not be possible for us to conduct our operations in such a way as to avoid all alleged infringements, misappropriations or other violations of such intellectual property rights. In addition, former employers of our current, former or future employees may assert claims that such employees have improperly disclosed to us the confidential or proprietary information of these former employers. The resolution of any such disputes or litigations is difficult to predict. Future litigation may also involve non-practicing entities or other intellectual property owners who have no relevant product offerings or revenue and against who our own intellectual property may therefore provide little or no deterrence or protection. Any such intellectual property claims could subject us to costly litigation and impose a significant strain on our financial resources and management personnel, regardless of whether such claim has merit. Such claims may also result in adverse judgements or settlement on unfavorable terms. Our insurance may not cover potential claims of this type adequately or at all, and we may be required to pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property, cease offering certain products or services, alter the content of our classes, or incur significant license, royalty or technology development expenses.

 

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Our products and operations use software, hardware and services that may be difficult to replace or cause errors or failures of our products and disrupt our operations, which could adversely affect our business.

In addition to our proprietary technology, we license third-party software, utilize third-party hardware and depend on services from various third parties for use in our products and day-to-day operations. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software or services could result in decreased functionality of our products and operations until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could adversely affect our business. In addition, any errors or defects in or failures of the software or services we rely on, whether maintained by us or by third parties, could result in errors or defects in our products or cause our products to fail or could disrupt our day-to-day operations, which could adversely affect our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our clients or to other third parties that could harm our reputation and increase our operating costs. We will need to maintain our relationships with third-party software and service providers and to obtain software and services from such providers that do not contain any errors or defects. Any failure to do so could adversely affect our ability to deliver effective products to our clients and loan applicants, as well as interrupt our day-to-day operations, which could adversely affect our business.

Terrorist attacks and other acts of violence or war may affect the real estate industry generally and our business, financial condition and results of operations.

The terrorist attacks on September 11, 2001 disrupted the U.S. financial markets, including the real estate capital markets, and negatively impacted the U.S. economy in general. Any future terrorist attacks, the anticipation of any such attacks, the consequences of any military or other response by the United States and its allies, and other armed conflicts could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. The economic impact of these events could also adversely affect the credit quality of some of our loans and investments and the properties underlying our interests.

We may suffer losses as a result of the adverse impact of any future attacks and these losses may adversely impact our performance. A prolonged economic slowdown, recession or declining real estate values could impair the performance of our investments and harm our financial condition and results of operations, increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. We cannot predict the severity of the effect that potential future armed conflicts and terrorist attacks would have on us. Losses resulting from these types of events may not be fully insurable.

Flooding, severe storms, hurricanes, landslides, wildfires, mudslides, earthquakes or other natural disasters may affect the real estate industry generally and our business, financial condition and results of operations.

From time to time, areas of the United States may be affected by flooding, severe storms, hurricanes, landslides, wildfires, mudslides, earthquakes or other natural disasters. For instance, properties in California may be particularly susceptible to certain types of uninsurable hazards, such as earthquakes, floods, mudslides, wildfires and other natural disasters, properties in Florida, Georgia, South Carolina and North Carolina may be particularly susceptible to certain types of uninsurable hazards, such as hurricanes, and properties located in Texas, North Carolina, South Carolina, Louisiana and Mississippi may be particularly susceptible to damage by flooding. The Agencies or investors may be unwilling to reimburse for losses experienced with the property disposition and associated losses on sales in connection with material natural disasters. Additionally, such material natural disasters could disrupt or displace members of our workforce, which would affect our ability to operate our business in the ordinary course.

 

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Risks Related to Our Industry

Our mortgage loan origination revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions.

Our results of operations are materially affected by conditions in the mortgage loan and real estate markets, the financial markets and the economy generally. During the Financial Crisis for example, a decline in home prices led to an increase in delinquencies and defaults, which led to further home price declines and losses for creditors. This depressed mortgage loan origination activity and general access to credit. Post-Financial Crisis, the disruption in the capital markets and secondary mortgage markets has also reduced liquidity and investor demand for mortgage loans and MBS, while yield requirements for these products increased. Continuing concerns about inflation, rising interest rates, energy costs, geopolitical issues and the availability and cost of credit could contribute to increased volatility and diminished expectations for the economy and markets going forward. If present U.S. and global economic uncertainties persist, loan origination activity may become muted. Should any of these situations occur, our loan originations and revenue would decline and our business would be negatively impacted.

Our earnings may decrease because of changes in prevailing interest rates.

We generate a sizeable portion of our revenues from loans we make to clients that are used to refinance existing mortgage loans. Generally, the refinance market experiences significant fluctuations. As interest rates rise, refinancing volumes generally decrease as fewer consumers are incentivized to refinance their mortgages. This could adversely affect our revenues or require us to increase marketing expenditures in an attempt to maintain refinancing related origination volumes. Higher interest rates may also reduce demand for purchase mortgage loans as home ownership becomes more expensive and could also reduce demand for our home equity loans. Market demand in 2020 was driven by a prolonged period of historically low interest rates. This demand contributed to gain on sale margins reaching levels that the Company does not believe will be sustained in future years and could result in decreases in revenue. Decreases in interest rates can also potentially adversely affect our business as the stream of servicing fees and correspondingly, the value of servicing rights, decreases as interest rates decrease.

For more information regarding how changes in interest rates may negatively affect our financial condition and results of operations, see “Management’s discussion and analysis of financial condition and results of operations—Key factors influencing our results of operations” and “—Quantitative and qualitative disclosures about market risk.”

The industries in which we operate are highly competitive, and are likely to become more competitive, and our inability to compete successfully or decreased margins resulting from increased competition could adversely affect our business, financial condition and results of operations.

We operate in highly competitive industries that could become even more competitive as a result of economic, legislative, regulatory and technological changes. With respect to our mortgage loan businesses, we face and may in the future face competition in such areas as loan product offerings, rates, fees and customer service. With respect to servicing, we face competition in areas such as fees, compliance capabilities and performance in reducing delinquencies.

Competition in originating loans comes from large commercial banks and savings institutions and other independent loan originators and servicers. Many of these institutions have significantly greater resources and access to capital than we do, which gives them the benefit of a lower cost of funds. Commercial banks and savings institutions may also have significantly greater access to potential customers given their deposit-taking and other banking functions. Also, some of these competitors are less reliant than we are on the sale of mortgage loans into the secondary markets to maintain their liquidity and may be able to participate in government programs that we are unable to participate in because we are not a state or federally chartered depository institution, all of which may place us at a competitive disadvantage. The advantages of our largest competitors include, but are not limited to, their ability to hold new loan originations in an investment portfolio and their access to lower rate bank deposits as a source of liquidity.

Additionally, more restrictive loan underwriting standards have resulted in a more homogenous product offering, which has increased competition across the mortgage loan industry for loan originations. Furthermore,

 

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our existing and potential competitors may decide to modify their business models to compete more directly with our loan origination and servicing models. Since the withdrawal of a number of large participants from these markets following the Financial Crisis, there have been relatively few large nonbank participants.

In addition, technological advances and heightened e-commerce activities have increased consumers’ accessibility to products and services. This has intensified competition among banks and nonbanks in offering mortgage loans. We may be unable to compete successfully in our industries and this could adversely affect our business, financial condition and results of operations.

Increases in delinquencies and defaults may adversely affect our business, financial condition and results of operations.

The level of home prices and home price appreciation affects performance in the mortgage loan industry. For example, falling home prices between 2007 and 2011 across the United States resulted in higher LTV ratios, lower recoveries in foreclosure and an increase in loss severities above those that would have been realized had property values remained the same or continued to increase. There is a risk that housing prices decline, reducing borrower equity and incentive to repay. Additionally, adverse macroeconomic conditions may reduce borrowers’ ability to pay. Further, if rates rise borrowers with adjustable rate mortgage loans may face higher monthly payments as the interest rates on those mortgage loans adjust upward from their initial fixed rates or low introductory rates. All of these factors could potentially contribute to an increase in mortgage loan delinquencies and correspondingly, defaults and foreclosures.

Increased mortgage loan delinquencies, defaults and foreclosures may result in lower revenue for loans that we service for the Agencies, because we only collect servicing fees for performing loans. Additionally, while increased delinquencies generate higher ancillary fees, including late fees, these fees are not likely to be recoverable in the event that the related loan is liquidated. Also, increased mortgage loan defaults may ultimately reduce the number of mortgage loans that we service.

Increased mortgage loan delinquencies, defaults and foreclosures will also result in a higher cost to service those loans due to the increased time and effort required to collect payments from delinquent borrowers and to liquidate properties or otherwise resolve loan defaults if payment collection is unsuccessful, and only a portion of these increased costs are recoverable under our servicing agreements. Any loan level advances made on defaulted loans within the allowable levels provided by investors and insurers are recoverable either from the borrower in a reinstatement or the investors/insurers in a liquidation. Increased mortgage loan delinquencies, defaults and foreclosures may also result in an increase in our interest expense and affect our liquidity if we are required to borrow to fund an increase in our advancing obligations. Any additional cost to service these loans, including interest expense on loan level advances, are generally not recoverable and are considered a cost of doing business.

In addition, we are subject to risks of borrower defaults and bankruptcies in cases where we might be required to repurchase loans sold with recourse or under representations and warranties. In these cases, a borrower filing for bankruptcy during foreclosure could have the effect of staying the foreclosure and thereby delaying the foreclosure process, which may potentially result in a reduction or discharge of a borrower’s mortgage loan debt. Even if we are successful in directing a foreclosure on a mortgage loan that has been repurchased, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the mortgage loan or a liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss. If these risks materialize, they could have a material adverse effect on our business, financial condition and results of operations.

In the event we originate mortgage loans that we are unable to sell, we will bear the risk of loss of principal on such mortgage loans. An increase in delinquency rates could therefore adversely affect our business, financial condition and results of operations.

 

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Our underwriting guidelines may not be able to accurately predict the likelihood of defaults on some of the mortgage loans in our portfolio.

We originate and sell Agency-eligible and non-Agency-eligible residential mortgage loans. Agency-eligible loans are underwritten in accordance with guidelines defined by the Agencies, as well as additional requirements in some cases, designed to predict a borrower’s ability and willingness to repay. In spite of these standards, our underwriting guidelines may not always correlate with mortgage loan defaults. For example, FICO scores, which we obtain on a substantial majority of our loans, purport only to be a measurement of the relative degree of risk a borrower represents to a lender (i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score). Underwriting guidelines cannot predict two of the most common reasons for a default on a mortgage loan: loss of employment and serious medical illness. Any increase in default rates could have a material adverse effect on our business, financial condition, liquidity and results of operations.

Adverse developments in the secondary mortgage loan market, including the MBS market, could have a material adverse effect on our business, financial position, results of operations and cash flows.

We historically have relied on selling or securitizing our mortgage loans into the secondary market in order to generate liquidity to fund maturities of our indebtedness, the origination and warehousing of mortgage loans, the retention of servicing rights and for general working capital purposes. We bear the risk of being unable to sell or securitize our mortgage loans at advantageous times and prices or in a timely manner. Demand in the secondary market and our ability to complete the sale or securitization of our mortgage loans depends on a number of factors, many of which are beyond our control, including general economic conditions, general conditions in the banking system, the willingness of lenders to provide funding for mortgage loans, the willingness of investors to purchase mortgage loans and MBS and changes in regulatory requirements. If it is not possible or economical for us to complete the sale or securitization of certain of our LHFS, we may lack liquidity under our Warehouse Lines to continue to fund such mortgage loans and our revenues and margins on new loan originations would be materially and negatively impacted, which would materially and negatively impact our consolidated net revenue and net income and also have a material adverse effect on our overall business and our consolidated financial position. The severity of the impact would be most significant to the extent we were unable to sell conforming mortgage loans to the GSEs or securitize such loans pursuant to Agency-sponsored programs.

Any significant disruption or period of illiquidity in the general MBS market would directly affect our liquidity because no existing alternative secondary market would likely be able to accommodate on a timely basis the volume of loans that we typically sell in any given period. Accordingly, if the MBS market experiences a period of illiquidity, we might be prevented from selling the loans that we produce into the secondary market in a timely manner or at favorable prices, which could materially adversely affect our business, financial condition and results of operations.

Risks Related to Our Regulatory Environment

We operate in a highly regulated industry that is undergoing regulatory transformation which has created inherent uncertainty. Changing federal, state and local laws, as well as changing regulatory enforcement policies and priorities, may negatively impact the management of our business, results of operations and ability to compete.

We are required to comply with a wide array of federal, state and local laws and regulations that regulate, among other things, the manner in which we conduct our loan origination and servicing activities, the terms of our loans and the fees that we may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information. See “Business—Supervision and regulation.” A material or continued failure to comply with any of these laws or regulations could subject us to lawsuits or governmental actions and/or damage our reputation, which could materially adversely affect our business, financial condition and results of operations.

 

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Additionally, federal, state and local governments and regulatory agencies have recently proposed or enacted numerous new laws, regulations and rules related to mortgage loans. Federal and state regulators are also enforcing existing laws, regulations and rules aggressively and enhancing their supervisory expectations regarding the management of legal and regulatory compliance risks. Consumer finance regulation is constantly changing, and new laws or regulations, or new interpretations of existing laws or regulations, could have a materially adverse impact on our ability to operate as we currently intend. See “—Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers result in a disparate impact on protected classes.”

These regulatory changes and uncertainties make our business planning more difficult and could result in changes to our business model and potentially adversely impact our result of operations. New laws or regulations also require us to incur significant expenses to ensure compliance. Accordingly, uncertainty persists regarding the competitive impact of new laws or regulations. As compared to our competitors, we could be subject to more stringent state or local regulations, or could incur marginally greater compliance costs as a result of regulatory changes. In addition, our failure to comply (or to ensure that our agents and third-party service providers comply) with these laws or regulations may result in costly litigation or enforcement actions, the penalties for which could include but are not limited to: revocation of required licenses; fines and other monetary penalties; civil and criminal liability; substantially reduced payments by borrowers; modification of the original terms of loans, permanent forgiveness of debt, or inability to directly or indirectly collect all or a part of the principal of or interest on loans; delays in the foreclosure process and increased servicing advances; and increased repurchase and indemnification claims.

Proposals to change the statutes affecting financial services companies are frequently introduced in Congress, state legislatures and local governing bodies and, if enacted, may affect our operating environment in substantial and unpredictable ways. In addition, numerous federal, state and local regulators have the authority to pass or change regulations that could affect our operating environment in substantial and unpredictable ways. We cannot determine whether any such legislative or regulatory proposals will be enacted and, if enacted, the ultimate impact that any such potential legislation or implementing regulations, or any such potential regulatory actions by federal or state regulators, would have upon our financial condition or results of operations.

In addition, as a result of the U.S. presidential election held on November 3, 2020, there is a risk that the new presidential administration could increase requirements with respect to existing COVID-19 programs, could impose new COVID-19 programs and restrictions, including new forbearance initiatives, and could otherwise revise or create new regulatory requirements that apply to us or increase regulatory enforcement and examination efforts at the loan origination and servicing sectors, impacting our business, operations and profitability.

With respect to state regulation, although we seek to comply with applicable state loan, loan broker, mortgage loan originator, servicing, debt collection and similar statutes in all U.S. jurisdictions, and with licensing or other requirements that we believe may be applicable to us, if we are found to not have complied with applicable laws, we could lose one or more of our licenses or authorizations or face other sanctions or penalties or be required to obtain a license in such jurisdiction, which may have an adverse effect on our ability to continue to originate mortgage loans, perform our servicing obligations or make our loan platform available to borrowers in particular states, which may adversely impact our business.

We depend on the programs of the Agencies. Discontinuation, or changes in the roles or practices, of these entities, without comparable private sector substitutes, could materially and negatively affect our results of operations and ability to compete.

We sell mortgage loans to various entities, including Fannie Mae and Freddie Mac, which include the mortgage loans in GSE-guaranteed securitizations. In addition, we pool FHA insured and VA guaranteed mortgage loans, which back securities guaranteed by Ginnie Mae. We derive material financial benefits from our relationships with the Agencies, as our ability to originate and sell mortgage loans under their programs reduces

 

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our credit exposure and mortgage loans inventory financing costs. In addition, we receive compensation for servicing loans on behalf of Fannie Mae, Freddie Mac and Ginnie Mae.

The future of the GSEs and the role of the Agencies in the U.S. mortgage markets are uncertain. In 2008, Fannie Mae and Freddie Mac experienced catastrophic credit losses and were placed in the conservatorship of the FHFA. As a result, housing finance reform continues to be an ongoing topic of discussion. The roles of the GSEs (including as insurers or guarantors of MBS) could be eliminated, or significantly reduced as a consequence of such proposed reforms. Elimination of the traditional roles of Fannie Mae and Freddie Mac, or any changes to the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the fees, terms and guidelines that govern our selling and servicing relationships with them, such as increases in the guarantee fees we are required to pay, initiatives that increase the number of repurchase requests and/or the manner in which they are pursued, or possible limits on delivery volumes imposed upon us and other seller/servicers, could also materially and adversely affect our business, including our ability to sell and securitize loans through our loan production segment, and the performance, liquidity and market value of our investments. Moreover, any changes to the nature of the GSEs or their guarantee obligations could redefine what constitutes an Agency MBS and could have broad adverse implications for the market and our business, financial condition, liquidity and results of operations.

The Trump administration has made reforming Fannie Mae and Freddie Mac, including their relationship with the federal government, a priority. In September 2019, the U.S. Department of the Treasury released a proposal for reform, and, in October 2019, FHFA released a strategic plan regarding the conservatorships, which included a Scorecard that has Fannie Mae and Freddie Mac preparing for exiting conservatorship as one of its key objectives. Among other things, the Treasury recommendations include recapitalizing the GSEs, increasing private-sector competition with the GSEs, replacing GSE statutory affordable housing goals, changing mortgage underwriting requirements for GSE guarantees, revising the CFPB qualified mortgage regulations (for further discussion of these regulations, see ”Risks related to regulatory environment—The CFPB continues to be active in its monitoring of the loan origination and servicing sectors, and its rules increase our regulatory compliance burden and associated costs.”), and continuing to support the market for 30-year fixed-rate mortgages. Some of Treasury’s recommendations would require administrative action whereas others would require legislative action. It is uncertain whether these recommendations will be enacted. If these recommendations are enacted, the future roles of Fannie Mae and Freddie Mac could be reduced (perhaps significantly) and the nature of their guarantee obligations could be considerably limited relative to historical measurements. In addition, various other proposals to generally reform the U.S. housing finance market have been offered by members of the U.S. Congress, and certain of these proposals seek to significantly reduce or eliminate over time the role of the GSEs in purchasing and guaranteeing mortgage loans. Any such proposals, if enacted, may have broad adverse implications for the MBS market and our business. It is possible that the adoption of any such proposals might lead to higher fees being charged by the GSEs or lower prices on our sales of mortgage loans to them.

The extent and timing of any reform regarding the GSEs and/or the home mortgage market are uncertain, which makes our business planning more difficult. Discontinuation, or significant changes in the roles or practices, of the Agencies, including changes to their guidelines and other proposed reforms, could require us to revise our business models, which could ultimately negatively impact our results of operations. Significant uncertainty also persists regarding the competitive impact of proposals to eliminate the GSEs in favor of private sector models.

Changes in GSE or Ginnie Mae selling and/or servicing guidelines could adversely affect our business, financial condition and results of operations.

The Agencies require us to follow specific guidelines, which may be changed at any time. The Agencies have the ability to provide monetary incentives for loan servicers that perform well and to assess penalties for those that do not, including compensatory penalties against loan servicers in connection with the failure to meet

 

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specified timelines relating to delinquent loans and foreclosure proceedings and other breaches of servicing obligations. We generally cannot negotiate the terms of these guidelines or predict the penalties that the Agencies might impose for a failure to comply with those guidelines. Any failure by us to conform to these guidelines would materially adversely affect us.

We are required to follow specific guidelines that impact the way that we originate and service Agency loans, including guidelines with respect to:

 

   

credit standards for mortgage loans;

 

   

maintaining prepayment speeds commensurate with that of our peers;

 

   

our staffing levels and other origination and servicing practices;

 

   

the fees that we may charge to consumers or pass-through to the Agencies;

 

   

our modification standards and procedures;

 

   

unanticipated changes to pricing and guarantee fees;

 

   

the amount of non-reimbursable advances; and

 

   

internal controls such as data privacy and security, compliance, quality control and internal audit.

Our selling and servicing obligations under our contracts with the Agencies may be amended, restated, supplemented or otherwise modified by the Agencies from time to time without our specific consent. A significant modification to our selling and/or servicing obligations under our Agency contracts could adversely affect our business, financial condition and results of operations.

In particular, the nature of the GSEs’ guidelines for servicing delinquent mortgage loans that they own, or that back securities which they guarantee, can result in monetary incentives for servicers that perform well and penalties for those that do not. In addition, the FHFA has directed Fannie Mae to assess compensatory penalties against servicers in connection with the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings and other breaches of servicing obligations. A significant change in these guidelines that has the effect of decreasing the fees we charge or requires us to expend additional resources in providing mortgage loan services could decrease our revenues or increase our costs, which would adversely affect our business, financial condition and results of operations.

We are subject to regulatory investigations and inquiries and may incur fines, penalties and increased costs that could negatively impact our future liquidity, financial position and results of operations or damage our reputation.

Federal and state agencies have broad enforcement powers over us and others in the loan origination and servicing industry, including powers to investigate our lending and servicing practices and broad discretion to deem particular practices unfair, deceptive, abusive or otherwise not in accordance with the law. See “Business—Supervision and regulation.” The continued focus of regulators on the practices of the loan origination and servicing industry have resulted and could continue to result in new enforcement actions that could directly or indirectly affect the manner in which we conduct our business and increase the costs of defending and settling any such matters, which could impact our reputation and/or results of operations.

In addition, the laws and regulations applicable to us are subject to administrative or judicial interpretation, but some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may be interpreted infrequently. As a result of infrequent or sparse interpretations, ambiguities in these laws and regulations may leave uncertainty with respect to permitted or restricted conduct under them. Any ambiguity under a law to which we are subject may lead to regulatory investigations, governmental enforcement actions or private causes of action, such as class action lawsuits, with respect to our compliance with applicable laws and

 

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regulations. Provisions that by their terms, or as interpreted, apply to lenders or servicers of loans may be construed in a manner that favors our borrowers and customers over loan originators and servicers. Furthermore, provisions of our loan agreements could be construed as unenforceable by a court.

Failure to obtain approval from Fannie Mae or applicable state regulators prior to consummation of this offering could adversely affect our business.

The transactions described in “Organizational Structure,” including the consummation of this offering, require certain state regulatory and Agency approvals. As of the date of this prospectus, we have not obtained an approval of the Transactions from Fannie Mae. During the nine month period ended September 30, 2020 and the year ended December 31, 2019, Fannie Mae accounted for approximately 30% and 11%, respectively, of our sold mortgage production and approximately 28% and 15%, respectively, of our servicing portfolio at period end. Our failure to obtain such approval prior to consummating this offering means that our business that involves Fannie Mae may be restricted. In this regard, Fannie Mae could impose a number of remedies or certain other requirements, including but not limited to compensatory fees, restricting our ability to sell originated loans to Fannie Mae, service Fannie Mae loans or hold Fannie Mae related servicing rights, or impose other requirements that may have the effect of limiting our business. While we believe it to be unlikely, it is also possible that Fannie Mae could suspend or terminate our Fannie Mae seller/servicer approval. Any such business restrictions or suspension or termination of our Fannie Mae seller/servicer approval may need to be reported to regulators, Agencies, or other counterparties and could adversely impact our business.

The CFPB continues to be active in its monitoring of the loan origination and servicing sectors, and its rules increase our regulatory compliance burden and associated costs.

We are subject to the regulatory, supervisory and examination authority of the CFPB, which has oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan servicers. The CFPB has rulemaking authority with respect to many of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA and RESPA and the Fair Debt Collections Practices Act. The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability-to-repay and “Qualified Mortgage” standards and other origination standards and practices as well as servicing requirements that address, among other things, periodic billing statements, certain notices and acknowledgements, prompt crediting of borrowers’ accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, loss mitigation, prompt investigation of complaints by borrowers, and lender-placed insurance notices. The CFPB has also amended provisions of HOEPA regarding the determination of high-cost mortgages, and of Regulation B, to implement additional requirements under the ECOA with respect to valuations, including appraisals and automated valuation models. The CFPB has also issued guidance to loan servicers to address potential risks to borrowers that may arise in connection with transfers of servicing. Additionally, through bulletins 2012-03 and 2016-02, the CFPB has increased the focus on lender liability and vendor management across the mortgage and settlement services industries, which may vary depending on the services being performed.

For example, the CFPB iteratively adopted rules over the course of several years regarding mortgage servicing practices that required us to make modifications and enhancements to our mortgage servicing processes and systems.

The CFPB’s examinations have increased, and will likely continue to increase, our administrative and compliance costs. They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of these rules on the lending industry and loan servicing, and any failure in our ability to comply with the new rules by their effective dates, could be detrimental to our business. The CFPB also issued guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’ interests are protected. The CFPB has conducted routine examinations of our business and will conduct future examinations.

 

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The CFPB also has broad enforcement powers, and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. The CFPB has been active in investigations and enforcement actions and, when necessary, has issued civil money penalties to parties the CFPB determines have violated the laws and regulations it enforces. Our failure to comply with the federal consumer protection laws, rules and regulations to which we are subject, whether actual or alleged, could expose us to enforcement actions or potential litigation liabilities.

In addition, the occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our policies and procedures do not comply with applicable law could impact our business operations. For example, if the violation is related to our servicing operations it could lead to downgrades by one or more rating agencies, a transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events. Such a determination could also require us to modify our servicing standards. The expense of complying with new or modified servicing standards may be substantial. Any such changes or revisions may have a material impact on our servicing operations, which could be detrimental to our business.

The federal government may seek significant monetary damages and penalties against mortgage loan lenders and servicers under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (“FIRREA”) and the False Claims Act (“FCA”) for making false statements and seeking reimbursement for ineligible costs and expenses.

During the Obama administration, the federal government initiated a number of actions against mortgage loan lenders and servicers alleging violations of FIRREA and the FCA. Some of the actions against lenders alleged that the lenders sold defective loans to Fannie Mae and Freddie Mac, while representing that the loans complied with the GSE’s underwriting guidelines. The federal government has also brought actions against lenders asserting that they submitted claims for FHA-insured loans that the lender falsely certified to HUD met FHA underwriting requirements that resulted in FHA paying out millions of dollars in insurance claims to cover the defaulted loans. See “Business—Supervision and regulation—Supervision and enforcement” and the risk factor captioned “—We are subject to regulatory investigations and inquiries and may incur fines, penalties and increased costs that could negatively impact our future liquidity, financial position and results of operations or damage our reputation.” Because these actions carry the possibility for treble damages, many have resulted in settlements totaling in the hundreds of millions of dollars, as well as required lenders and servicers to make significant changes in their practices.

In October 2019 HUD and the U.S. Department of Justice signed an Interagency Memorandum on the Application of the False Claims Act (“FCA”) that provides prudential guidance on appropriate use of the FCA for violations by FHA lenders. HUD anticipates that FHA requirements will be enforced primarily through HUD’s administrative proceedings, but the memorandum specifically addresses how HUD and the United States Department of (“DOJ”), including the U.S. Attorneys’ Offices, will consult with each other regarding use of the FCA in connection with defects on mortgage loans insured by FHA. HUD will utilize the Mortgagee Review Board (“MRB”), which was created by statute and empowered to take certain actions for non-compliance by FHA lenders, to review and refer FCA claims. The memorandum prescribes the standards for when HUD, through the MRB, may refer a matter to DOJ for pursuit of FCA claims, and also sets forth how DOJ and HUD will cooperate during the investigative, litigation, and settlement phases of FCA matters when DOJ receives a referral from a third party, such as in qui tam cases. The memorandum also recognizes that application of the FCA requires, among other elements of proof, a material violation of HUD requirements, and DOJ attorneys will solicit HUD’s views to determine whether the elements of the FCA can be established. In light of the fact that the memorandum was signed only recently and the change in administration, it is difficult to predict the role that FCA claims will play in the future.

 

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Unlike our competitors that are depository institutions, we are subject to state licensing and operational requirements that result in substantial compliance costs and our business would be adversely affected if our licenses are impaired.

Because we are not a federally chartered depository institution, we generally do not benefit from federal preemption of state mortgage loan banking, loan servicing or debt collection licensing and regulatory requirements. We must comply with state licensing requirements and varying compliance requirements in all the states in which we operate and the District of Columbia, and we are sensitive to regulatory changes that may increase our costs through stricter licensing laws, disclosure laws or increased fees or that may impose conditions to licensing that we or our personnel are unable to meet. Further, our reliance on Warehouse Lines for purposes of funding loans contains certain risks, as the recent mortgage loan crisis resulted in Warehouse Lines lenders refusing to honor lines of credit for non-banks without a deposit base.

In most states in which we operate, a regulatory agency or agencies regulate and enforce laws relating to loan servicers, brokers and originators. These rules and regulations, which vary from state to state, generally provide for, but are not limited to: licensing as a loan servicer, loan originator or broker (including individual-level licensure for employees engaging in loan origination activities), loan modification processor/underwriter or third-party debt default specialist (or a combination thereof); requirements as to the form and content of contracts and other documentation; licensing of our employees and independent contractors with whom we contract; and employee hiring background checks. They also set forth restrictions on origination, brokering, servicing and collection practices, restrictions related to fees and charges, including interest rate limits, and disclosure and record-keeping requirements. They establish a variety of borrowers’ rights in the event of violations of such rules. Future state legislation and changes in existing laws and regulations may significantly increase our compliance costs or reduce the amount of ancillary fees, including late fees that we may charge to borrowers. This could make our business cost-prohibitive in the affected state or states and could materially affect our business. For example, the California state legislature on August 31, 2020 passed a bill that replaced California’s Department of Business Oversight with a new Department of Financial Protection and Innovation that is modeled after the CFPB. Governor Newsom signed the bill into law on September 25, 2020. While this bill does not directly apply to us because the bill contains an exemption for most existing licensees, this could establish a model for other states to create similar agencies that would supervise our residential lending and servicing activities.

In addition, we are subject to periodic examinations by state and other regulators in the jurisdictions in which we conduct business, which can result in increases in our administrative costs and refunds to borrowers of certain fees earned by us, and we may be required to pay substantial penalties imposed by those regulators due to compliance errors, or we may lose our license or our ability to do business in the jurisdiction otherwise may be impaired. Fines and penalties incurred in one jurisdiction may cause investigations or other actions by regulators in other jurisdictions.

We may not be able to maintain all currently requisite licenses and permits. In addition, the states that currently do not provide extensive regulation of our business may later choose to do so, and if such states so act, we may not be able to obtain or maintain all requisite licenses and permits, which could require us to modify or limit our activities in the relevant state(s). The failure to satisfy those and other regulatory requirements could result in a default under our Warehouse Lines, other financial arrangements and/or servicing agreements and thereby have a material adverse effect on our business, financial condition and results of operations.

The current COVID-19 pandemic has increased the risk that mortgage loan servicers will be unable to foreclose upon delinquent borrowers in a timely manner.

On March 27, 2020 the president signed the CARES Act into law. The law includes important, immediate protections for tenants and homeowners. In addition, states and local governments have enacted similar protections for tenants and homeowners. The law included an eviction moratorium that restricts lessors of

 

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“covered properties” from filing new eviction actions for non-payment of rent, and also prohibits charging fees, penalties, or other charges to the tenant related to such nonpayment of rent. The federal moratorium also provides that a lessor (of a covered property) may not evict a tenant after the moratorium expires except on 30 days’ notice—which may not be given until after the moratorium period. The eviction moratorium applies to “covered dwellings,” which includes those dwellings on or in “covered properties.” The federal moratorium defines a “covered property” as a property that has a federally backed mortgage loan; or has a federally backed multifamily mortgage loan. The federal eviction moratorium took effect on March 27, 2020 and expired 120 days later. State and local governments have also enacted their own moratoriums on evictions. Some of these moratoriums bar evictions during the “emergency period,” the definition of which can vary based on the city or county. The GSE’s and HUD have also extended their eviction moratoriums through the end of the year, and further extensions are possible. Additionally, the law includes provisions restricting the ability of lenders to foreclose on properties for certain periods of time. To the extent that we have originated or are servicing mortgage loans for properties that are covered by any of these moratoriums, the owners of these properties may not be able to receive rent payments from tenants as expected, which may in turn cause these owners to delay or reduce their payments on their mortgage loans.

While the CFPB recently announced its flexible supervisory and enforcement approach during the COVID-19 pandemic on certain consumer communications required by the mortgage servicing rules, managing to the CFPB’s loss mitigation rules with mounting CARES Act forbearance requests is particularly challenging. The intersection of the CFPB’s mortgage servicing rules and the COVID-19 pandemic is evolving and will pose new challenges to the servicing industry. The CFPB’s recent publication of COVID-19-related FAQs did not resolve potential conflicts between the CARES Act and the Fair Credit Reporting Act with respect to reporting of consumer credit information mandated by the Fair Credit Reporting Act. There are conflicting interpretations of the CARES Act amendment of the Fair Credit Reporting Act with regards to delinquent loans entering a forbearance.

We may be subject to liability for potential violations of predatory lending laws, which could adversely impact our results of operations, financial condition and business.

Various U.S. federal, state and local laws have been enacted that are designed to discourage predatory lending practices. HOEPA amended TILA to prohibit inclusion of certain provisions in “high cost mortgage loans” that have interest rates or origination costs in excess of prescribed levels, and require that borrowers receiving such loans be given certain disclosures, in addition to the standard TILA mortgage loan disclosures, prior to origination. It also provides that an assignee of such a “high cost mortgage loan” is subject to all claims and any defense which the borrower could assert against the original creditor, which has severely constrained the secondary market for such loans. The Dodd-Frank Act amended HOEPA to enhance its protections. The amendments expanded the types of loans covered by HOEPA to include home-purchase loans and open-end, home-secured credit transactions (such as home equity lines of credit) which were previously exempt; added a new HOEPA threshold for what is considered a high-cost mortgage based on prepayment penalties; lowered the two existing thresholds based on a loan’s rate and points and fees so more loans will qualify as high-cost loans; and imposed additional restrictions on high-cost loans, such as prohibiting balloon payment features (with certain exceptions) regardless of the term. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in HOEPA. In addition, under the anti-predatory lending laws of some states, the origination of certain mortgage loans, including loans that are not classified as “high-cost” loans under applicable law, must satisfy a net tangible benefit test with respect to the related borrower. Such tests may be highly subjective and open to interpretation. As a result, a court may determine that a residential mortgage loan, for example, does not meet the test even if the related originator reasonably believed that the test was satisfied. If any of our mortgage loans are found to have been originated in violation of predatory or abusive lending laws, we could incur losses, which could adversely impact our results of operations, financial condition and business. If any of our mortgage loans are found to exceed high-cost thresholds under HOEPA or equivalent state laws, we may be unable to sell them on the secondary market and/or be required to repurchase them from our investors.

 

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Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers result in a disparate impact on protected classes.

Antidiscrimination statutes, such as the Fair Housing Act and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, religion and national origin. Various federal regulatory agencies and departments, including the DOJ and CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions relating to protected classes (i.e., creditor or servicing practices that have a disproportionate negative affect on a protected class of individuals).

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. In 2015, the U.S. Supreme Court confirmed that the “disparate impact” theory applies to cases brought under the Fair Housing Act, while emphasizing that a causal relationship must be shown between a specific policy of the defendant and a discriminatory result that is not justified by a legitimate objective of the defendant. Although it is still unclear whether the theory applies under ECOA, regulatory agencies and private plaintiffs can be expected to continue to apply it to both the Fair Housing Act and ECOA in the context of mortgage loan lending and servicing. To the extent that the “disparate impact” theory continues to apply, we may be faced with significant administrative burdens in attempting to comply and potential liability for failures to comply.

In addition to reputational harm, violations of the ECOA and the Fair Housing Act can result in actual damages, punitive damages, injunctive or equitable relief, attorneys’ fees and civil money penalties.

The Dodd-Frank Act prevents us from using arbitration agreements to protect against class actions on residential real estate loans.

At present, where permitted by applicable law, companies providing consumer products and services, frequently require their customers to agree to arbitrate any disputes on an individual basis rather than pursuing lawsuits, including class actions. Such agreements are binding in accordance with their terms as a matter of federal law, even where state law provides otherwise. Thus, arbitration agreements can serve as a vehicle for eliminating class action exposure.

Under the Dodd-Frank Act, arbitration agreements are not permitted for residential real estate loans. Accordingly, in the event of a purported violation of applicable law with respect to our real estate lending activities, we could be subject to class action liability.

In recent years, federal regulators and the DOJ have increased their focus on enforcing the Servicemembers Civil Relief Act (“SCRA”) against loan owners and servicers. Similarly, state legislatures have taken steps to strengthen their own state-specific versions of the SCRA.

The SCRA provides relief to borrowers who enter active military service and to borrowers in reserve status who are called to active duty after the origination of their mortgage loan. The SCRA provides generally that a borrower who is covered by the SCRA may not be charged interest on a mortgage loan in excess of 6% per annum during the period of the borrower’s active duty. The DOJ and federal regulators have entered into significant settlements with a number of loan servicers alleging violations of the SCRA. Some of the settlements have alleged that the servicers did not correctly apply the SCRA’s 6% interest rate cap, while other settlements have alleged that servicers did not comply with the SCRA’s foreclosure and default judgment protections when seeking to foreclose upon a mortgage loan note or collect payment of a debt. Recent settlements indicate that the DOJ and federal regulators broadly interpret the scope of the substantive protections under the SCRA and are moving aggressively both to identify instances in which loan servicers have not complied with the SCRA. Alleged SCRA non-compliance was a focal point of the National Mortgage Settlement by the DOJ as well as the

 

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Independent Foreclosure Review jointly supervised by the Office of the Comptroller of the Currency and the Board of Governors of the Federal Reserve, and several additional SCRA-related settlements continue to make this a significant area of scrutiny for both regulatory examinations and public enforcement actions.

In addition, most states have their own versions of the SCRA. In most instances these laws extend some or all of the substantive benefits of the federal SCRA to members of the state National Guard who are in state service, but certain states also provide greater substantive protections to National Guard members or individuals who are in federal military service. Recent years have seen states revise their laws to increase the potential benefits to individuals, and these changes pose additional compliance burdens on creditors as they seek to comply with both the federal and relevant state versions of the SCRA.

Privacy and information security are an increasing focus of regulators at the federal and state levels.

Privacy requirements under the Gramm-Leach-Bliley Act (“GLBA”) and Fair Credit Reporting Act (“FCRA”) are within the regulatory and enforcement authority of the CFPB and are a standard part of CFPB examinations. Information security requirements under GLBA and FCRA are, for non-depository mortgage lenders, generally under the regulatory and enforcement authority of the Federal Trade Commission (“FTC”). The FTC has taken several actions against financial institutions and other companies for failure to adequately safeguard personal information. State entities may also initiate actions for alleged violations of privacy or security requirements under state law.

We are also subject to a variety of other local, state, national and international laws, directives and regulations that apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal information, including the California Consumer Privacy Act (“CCPA”), which took effect on January 1, 2020 and provides California consumers with new privacy rights such as the right to request deletion of their data, the right to receive data on record for them and the right to know what categories of data are maintained about them, and increases the privacy and security obligations of entities handling certain personal information of such consumers. The CCPA allows consumers to submit verifiable consumer requests regarding their personal information and requires our business to implement procedures to comply with such requests. The California Attorney General issued, and subsequently updated, proposed regulations to further define and clarify the CCPA. The impact of this law and its corresponding regulations, future enforcement activity and potential liability is unknown. Moreover, a new proposed privacy law, the California Privacy Rights Act (“CPRA”) was approved by California voters in the November 3, 2020 election. The CPRA, which becomes effective on January 1, 2023, will significantly modify the CCPA, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. While CCPA and CPRA contain exceptions for data subject to GLBA, and those exceptions cover the majority of our transactional data, these data protection and privacy law regimes continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions and increased costs for compliance. Several additional states have enacted similar laws to the CCPA and we expect more states to follow. Furthermore, we also must comply with regulations in connection with doing business and offering loan products over the internet, including various state and federal e-signature rules mandating that certain disclosures be made, and certain steps be followed in order to obtain and authenticate e-signatures, with which we have limited experience.

Failure to comply with any of these laws could result in enforcement action against us, including fines, imprisonment of company officials and public censure, any of which could result in serious harm to our reputation, business and have a material adverse effect on our business, financial condition and results of operations. Subsequent changes to data protection and privacy laws could also impact how we process personal information, and therefore limit the effectiveness of our products or services or our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of personal information.

 

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The Federal Communications Commission (“FCC”) and the FTC have increased their enforcement of the Telephone Consumer Protection Act (“TCPA”) and the Telemarketing Sales Rule.

The TCPA, Telemarketing Sales Rule and related laws and regulations govern, among other things, communications via telephone and text and the use of automatic telephone dialing systems (“ATDS”) and artificial and prerecorded voices. The FCC and the FTC have responsibility for regulating various aspects of these laws. The TCPA requires us to adhere to “do-not-call” registry requirements which, in part, mandate we maintain and regularly update lists of consumers who have chosen not to be called and restrict calls to consumers who are on a state or national do-not-call list. Many states have similar consumer protection laws regulating telemarketing. These laws limit our ability to communicate with consumers and reduce the effectiveness of our marketing programs. The TCPA does not distinguish between voice and data, and as such, short message service and multimedia message service messages are also “calls” for the purpose of TCPA obligations and restrictions.

The TCPA provides that it is unlawful for any person within the United States, or any person outside the United States if the recipient is within the United States, to make any call (other than a call made for emergency purposes or made with the prior express consent of the called party) using any ATDS or an artificial or prerecorded voice to any telephone number or other number for which the called party is charged. In 2013, the FCC adopted new rules stating that the party making the call must obtain “prior express written consent” from the called party with respect to any communication covered by the TCPA that was made after October 16, 2013, which introduces an advertisement or that constitutes telemarketing. These requirements are significantly more rigorous and detailed than the requirements for prior express consent in other contexts. The TCPA provides a private right of action under which a plaintiff, including a plaintiff in a class action, may recover actual monetary loss or $500 for each call or text made in violation of the prohibitions on calls made using an “artificial or pre-recorded voice” or ATDS. A court may treble the amount of damages upon a finding of a “willful or knowing” violation. There is no statutory cap on maximum aggregate exposure (although some courts have applied in TCPA class actions constitutional limits on excessive penalties). An action may be brought by the FCC, a state attorney general, an individual, or a class of individuals. Like other companies that rely on telephone and text communications, we are regularly subject to putative, class action suits alleging violations of the TCPA. To date, no such class has been certified. If in the future we are found to have violated the TCPA, the amount of damages and potential liability could be extensive and adversely impact our business. Accordingly, were such a class certified or if we are unable to successfully defend such a suit, then TCPA damages could have a material adverse effect on our results of operations and financial condition.

Risks Related to Our Indebtedness

We rely on warehouse lines of credit and other sources of capital and liquidity to meet the financing requirements of our business.

Our ability to finance our operations and repay maturing obligations rests on our ability to borrow money and secure investors to purchase loans we originate or facilitate. We rely in particular on our warehouse lines of credit to fund our mortgage loan originations. We are generally required to renew our Warehouse Lines each year, which exposes us to refinancing, interest rate, and counterparty risks. As of September 30, 2020, we had thirteen Warehouse Lines which provide an aggregate available mortgage loan lending facility of $5.5 billion, and eleven of our Warehouse Lines allow advances to fund loans at closing of the consumer’s mortgage loan. We rely on two such Warehouse Line providers for 29% of our aggregate available home lending facility. If any Warehouse Line provider ceased doing business with us, our business, operations, and results of operations could materially suffer. See “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources—Warehouse lines.” Our ability to extend or renew existing Warehouse Lines and obtain new Warehouse Lines is affected by a variety of factors including:

 

   

limitations imposed on us under our Warehouse Lines and other debt agreements, including restrictive covenants and borrowing conditions, which limit our ability to raise additional debt and require that we maintain certain financial results, including minimum tangible net worth, minimum liquidity, minimum

 

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pre-tax net income, minimum debt service coverage ratio, and maximum total liabilities to tangible net worth ratio as well as require us to maintain committed Warehouse Lines with third-party lenders;

 

   

changes in financial covenants mandated by Warehouse Line lenders, which we may not be able to achieve;

 

   

any decrease in liquidity in the credit markets;

 

   

potential valuation changes to our mortgage loans, servicing rights or other collateral;

 

   

prevailing interest rates;

 

   

the strength of the Warehouse Line lenders from whom we borrow, and the regulatory environment in which they operate, including proposed capital strengthening requirements;

 

   

our ability to sell our products to the Agencies;

 

   

Warehouse Line lenders seeking to reduce their exposure to residential loans due to other reasons, including a change in such lender’s strategic plan or lines of business; and

 

   

accounting changes that may impact calculations of covenants in our Warehouse Lines and other debt agreements which result in our ability to continue to satisfy such covenants.

Warehouse Lines may not be available to us with counterparties on acceptable terms or at all. While we believe that our current ability to access Warehouse Lines for our mortgage loan products has been enhanced due to our operating history, experience and performance under the Warehouse Line facilities, it is possible that this advantage will dissipate as new mortgage loan products are developed and introduced, as the cost and terms of credit with respect to those new mortgage loan products may prove to be less favorable than the terms we have for our current mortgage loan products, or the terms that our competitors may have on their new mortgage loan products.

Our access to and our ability to renew our existing Warehouse Lines could suffer in the event of: (i) the deterioration in the performance of the mortgage loans underlying the Warehouse Lines; (ii) our failure to maintain sufficient levels of eligible assets or credit enhancements; (iii) our inability to access the secondary market for mortgage loans (see “—We depend on the programs of the Agencies. Discontinuation, or changes in the roles or practices, of these entities, without comparable private sector substitutes, could materially and negatively affect our; results of operations and ability to compete.”) or (iv) termination of our role as servicer of the underlying mortgage loan assets in the event that (x) we default in the performance of our servicing obligations or (y) we declare bankruptcy or become insolvent.

An event of default, an adverse action by a regulatory authority or a general deterioration in the economy that constricts the availability of credit, similar to the market conditions in 2007 through 2010, may increase our cost of funds and make it difficult or impossible for us to renew existing Warehouse Lines or obtain new Warehouse Lines, any of which would have a material adverse effect on our business and results of operations, and would result in substantial diversion of our management’s attention.

Our existing indebtedness, including the Senior Notes, Secured Credit Facilities, GMSR VFN, Term Notes, 2020-VF1 Notes and Warehouse Lines, also impose financial and non-financial covenants and restrictions on us that limit the amount of indebtedness that we may incur, impact our liquidity through minimum cash reserve requirements, and impact our flexibility to determine our operating policies and investment strategies. Certain of our warehouse lines contain financial covenants under which net income or net income before income taxes for the applicable measurement period must be $1.00 or more. If we default on one of our obligations under a Warehouse Line or breach our representations and warranties contained therein, the lender may be able to terminate the transaction, accelerate any amounts outstanding, require us to prematurely repurchase the loans, and cease entering into any other repurchase transactions with us. Because our Warehouse Lines typically contain cross-default provisions, a default that occurs under any one agreement could allow the lenders under our

 

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other agreements and under our other debt obligations to also declare a default. Additional Warehouse Lines, bank credit facilities or other debt facilities that we may enter into in the future may contain additional covenants and restrictions. If we fail to meet or satisfy any of these covenants, we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral and enforce their interests against existing collateral. Any losses that we incur on our Warehouse Lines could materially adversely affect our financial condition and results of operations.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Debt obligations” for more information about these and other financing arrangements. If we are unable to access such other sources of capital and liquidity, our business, financial condition and results of operations may be negatively impacted.

Our indebtedness and other financial obligations may limit our financial and operating activities and our ability to incur additional debt to fund future needs.

As of September 30, 2020, we had $5.3 billion of outstanding indebtedness, of which $4.6 billion was secured, short-term indebtedness under our Warehouse Lines, $401.8 million was secured indebtedness under the Term Notes, the Secured Credit Facilities, the GMSR VFN and capital lease obligations. For more information regarding our financing arrangements, see “—Warehouse lines” and “—Debt obligations” under “Management’s discussion and analysis of financial condition and results of operations—Liquidity and capital resources.” and “—Secured credit facilities” under “Description of certain other indebtedness.” Subject to the limits contained in the credit agreements that govern the Secured Credit Facilities, the indenture that governs our Senior Notes and the applicable agreements governing our other debt instruments, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could increase. Specifically, our high level of debt could have important consequences to the holders of our Class A Common Stock, including the following:

 

   

require us to dedicate a substantial portion of cash flow from operations to the payment of principal and interest on indebtedness, including indebtedness we may incur in the future, thereby reducing the funds available for other purposes;

 

   

limiting our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements, including our ability to obtain short-term credit, including renewing or replacing Warehouse Lines;

 

   

increase our vulnerability to fluctuations in market interest rates, to the extent that the spread we earn between the interest we receive on our LHFS and the interest we pay under our indebtedness is reduced;

 

   

increasing our cost of borrowing;

 

   

place us at a competitive disadvantage to competitors with relatively less debt in economic downturns, adverse industry conditions or catastrophic external events; or

 

   

reduce our flexibility in planning for, or responding to, changing business, industry and economic conditions.

In addition, our indebtedness could limit our ability to obtain additional financing on acceptable terms, or at all, to fund our day-to-day loan origination operations, future acquisitions, working capital, capital expenditures, debt service requirements, general corporate and other purposes, any of which would have a material adverse effect on our business and financial condition. The agreements governing our outstanding indebtedness contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of such debt. Our liquidity needs could vary significantly and may be

 

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affected by general economic conditions, industry trends, performance and many other factors not within our control. Further, our Warehouse Lines are short-term debt that must to be renewed by our lenders on a regular basis, typically once a year.

Obligations under our indebtedness could have other important consequences. For example, our failure to comply with the restrictive covenants in the agreements governing our indebtedness that limit our ability to incur liens, to incur debt and to sell assets, among other things, could result in an event of default that, if not cured or waived, could harm our business or prospects and could result in our bankruptcy. In addition, if we defaulted on our obligations under any of our secured debt, our secured lenders could proceed against the collateral granted to them to secure that indebtedness. Furthermore, if we default on our obligations under one debt agreement, it may trigger defaults under our other debt agreements which include cross-default provisions.

Risks Related to Our Organizational Structure

We are a holding company with no operations of our own and, as such, we depend on our subsidiaries for cash to fund all of our operations and expenses, including future dividend payments, if any.

We will be a holding company and will have no material assets other than our equity interest in LD Holdings, which is a holding company and will have no material assets other than its 99.99% equity interest in LDLLC, and 100% equity interest in Artemis, LD Settlement Services, and Mello (and indirect interests in other subsidiaries). We have no independent means of generating revenue. We intend to cause LDLLC (and the other subsidiaries, if practicable) to make distributions to LD Holdings, and LD Holdings to make distributions to its unitholders in an amount sufficient to cover all applicable taxes payable by them determined according to assumed rates, payments owing under the tax receivable agreement, and dividends, if any, declared by us. To the extent that we need funds, and LDLLC or LD Holdings are restricted from making such distributions under applicable law or regulation or contract, or are otherwise unable to provide such funds, it could materially and adversely affect our liquidity and financial condition.

We will be a “controlled company” and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, we will be a “controlled company” within the meaning of the NYSE corporate governance standards. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

 

   

the requirement that a majority of the board of directors consists of independent directors;

 

   

the requirement that our director nominees be selected, or recommended for our board of directors’ selection by a nominating and governance committee comprised solely of independent directors with a written charter addressing the nomination process;

 

   

the requirement that the compensation of our executive officers be determined, or recommended to our board of directors for determination, by a compensation committee comprised solely of independent directors; and

 

   

the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

Following this offering, we intend to use these exemptions. As a result, we may not have a majority of independent directors, our governance and nominating committee and compensation committee may not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements.

 

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The Parthenon Stockholders and the Continuing LLC Members control us and their interests may conflict with yours in the future.

Immediately following the offering, the Parthenon Stockholders and the Continuing LLC Members will own approximately 98.9% of the combined voting power of our common stock (or 98.7% if the underwriters’ option is exercised in full). Accordingly, the Parthenon Stockholders and the Continuing LLC Members, if voting in the same manner, will be able to control the election and removal of our directors and thereby determine our corporate and management policies, including potential mergers or acquisitions, payment of dividends, assets sales, amendment of our certificate of incorporation or bylaws and other significant corporate transactions for so long as the Parthenon Stockholders and the Continuing LLC Members retain significant ownership of us. This concentration of ownership may delay or deter possible changes in control of our company, which may reduce the value of an investment in our common stock. So long as the Parthenon Stockholders and the Continuing LLC Members continue to own a significant amount of our combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control our decisions.

In addition, immediately following the offering, the Continuing LLC Members will own 59.4% of the Holdco Units (or 59.0% if the underwriters’ option is exercised in full). Because they hold their ownership interest in our business through LD Holdings, rather than us, these existing unitholders may have conflicting interests with holders of our Class A Common Stock. For example, the Continuing LLC Members may have different tax positions from us which could influence their decisions regarding whether and when to dispose of assets, and whether and when to incur new or refinance existing indebtedness, especially in light of the existence of the tax receivable agreement. In addition, the structuring of future transactions may take into consideration these existing unitholders’ tax considerations even where no similar benefit would accrue to us. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Certain of our stockholders will have the right to engage or invest in the same or similar businesses as us.

In the ordinary course of its business activities, Parthenon Capital and its affiliates may engage in activities where its interests conflict with our interests or those of our stockholders. Our amended and restated certificate of incorporation will provide that Parthenon Capital or any of its officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries will have no duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us or any of our subsidiaries, even if the opportunity is one that we might reasonably have pursued or had the ability or desire to pursue if granted the opportunity to do so. No such person will be liable to us for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person, acting in good faith, pursues or acquires any such business opportunity, directs any such business opportunity to another person or fails to present any such business opportunity, or information regarding any such business opportunity, to us unless, in the case of any such person who is our director or officer, any such business opportunity is expressly offered to such director or officer solely in his or her capacity as our director or officer. Additionally, Anthony Hsieh shall have the right to engage in certain “non-core” business ventures, as disclosed to and previously approved by the Company’s Board of Directors. See “Description of Capital Stock—Corporate Opportunity.”

We will be required to pay, under the tax receivable agreement, the Parthenon Stockholders and certain Continuing LLC Members for certain tax benefits we may claim arising in connection with our purchase of Holdco Units and future exchanges of Holdco Units under the Holdings LLC Agreement, which payments could be substantial.

The Continuing LLC Members may from time to time cause LD Holdings to exchange an equal number of Holdco Units and Class B or Class C Common Stock for cash or Class A Common Stock of loanDepot, Inc. on a one-for-one basis at our election (as described in more detail in “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of LD Holdings”). In addition, we intend to purchase Holdco Units from the Exchanging Members. As a result of these transactions, we expect to become entitled to certain tax basis adjustments reflecting the difference between the price we pay to acquire Holdco Units of LD

 

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Holdings and the proportionate share of LD Holdings’ tax basis allocable to such units at the time of the exchange. As a result, the amount of tax that we would otherwise be required to pay in the future may be reduced by the increase (for tax purposes) in depreciation and amortization deductions attributable to our interests in LD Holdings, although the U.S. Internal Revenue Service (“IRS”) may challenge all or part of that tax basis adjustment, and a court could sustain such a challenge.

We will enter into a tax receivable agreement with the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members that will provide for the payment by us to such parties or their permitted assignees of 85% of the amount of cash savings, if any, in U.S. federal, state and local tax that we realize or are deemed to realize as a result of (i) the tax basis adjustments referred to above, (ii) any incremental tax basis adjustments attributable to payments made pursuant to the tax receivable agreement and (iii) any deemed interest deductions arising from payments made by us pursuant to the tax receivable agreement. While the actual amount of the adjusted tax basis, as well as the amount and timing of any payments under this agreement will vary depending upon a number of factors, including the basis of our proportionate share of LD Holdings’ assets on the dates of exchanges, the timing of exchanges, the price of shares of our Class A Common Stock at the time of each exchange, the extent to which such exchanges are taxable, the deductions and other adjustments to taxable income to which LD Holdings is entitled, and the amount and timing of our income, we expect that during the anticipated term of the tax receivable agreement, the payments that we may make to the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members or their permitted assignees could be substantial. Payments under the tax receivable agreement may give rise to additional tax benefits and therefore to additional potential payments under the tax receivable agreement. In addition, the tax receivable agreement will provide for interest accrued from the due date (without extensions) of the corresponding tax return for the taxable year with respect to which the payment obligation arises to the date of payment under the agreement. Assuming no material changes in the relevant tax law and that we earn sufficient taxable income to realize all tax benefits that are subject to the tax receivable agreement, we expect that the tax savings associated with the purchase of Holdco Units from the Exchanging Members in connection with exchanges of Holdco Units and Class B or Class C Common Stock as described above would aggregate to approximately $1,068.7 million over 15 years from the date of this offering based on an initial public offering price of $20.00 per share of our Class A Common Stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and assuming all future exchanges would occur one year after this offering. Under such scenario, we would be required to pay to the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members or their permitted assignees approximately 85% of such amount, or approximately $908.4 million, over the 15-year period from the date of this offering. We note, however, that the analysis set forth above assumes no material changes in the relevant tax law. It is possible that there could be major tax legislation in 2021 and in later years which would change the relevant tax law, and therefore alter this analysis in material ways. We are not able to predict the specific effect of such future tax legislation on this analysis.

Further, upon consummation of the offering, loanDepot, Inc. will have acquired a significant equity interest in LD Holdings from Parthenon Blocker after a series of transactions that will result in Parthenon Blocker merging with and into loanDepot, Inc., with loanDepot, Inc. remaining as the surviving corporation. See “Organizational Structure—Reorganization Transactions at LD Holdings.” The Company will not realize any of the cash savings in U.S. federal, state and local tax described above regarding tax basis adjustments and deemed interest deductions in relation to any Class D Common Stock received by the Parthenon Stockholders in the Reorganization Transactions. The Parthenon Stockholders or their permitted assignees, however, will be entitled to receive payments under the tax receivable agreement in respect of the cash tax savings, if any, that we realize or are deemed to realize as a result of future exchanges of Holdco Units and Class B or Class C Common Stock for cash or Class A Common Stock of loanDepot, Inc. There may be a material negative effect on our liquidity if, as a result of timing discrepancies or otherwise, (i) the payments under the tax receivable agreement exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement, and/or (ii) distributions to us by LD Holdings are not sufficient to permit us to make payments under the tax receivable agreement after it has paid its taxes and other obligations. For example, were the IRS to challenge a tax basis

 

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adjustment, or other deductions or adjustments to the taxable income of LD Holdings or its subsidiaries, none of the parties to the tax receivable agreement will reimburse us for any payments that may previously have been made under the tax receivable agreement, except that excess payments made to the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members or their permitted assignees will be netted against payments otherwise to be made, if any, after our determination of such excess. As a result, in certain circumstances we could make payments to the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members or their permitted assignees under the tax receivable agreement in excess of our ultimate cash tax savings. In addition, the payments under the tax receivable agreement are not conditioned upon any recipient’s continued ownership of interests in us or LD Holdings. The Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members will receive payments under the tax receivable agreement until such time that they validly assign or otherwise transfer their rights to receive such payments.

In certain circumstances, including certain changes of control of the Company, payments by us under the tax receivable agreement may be accelerated and/or significantly exceed the actual benefits we realize in respect of the tax attributes subject to the tax receivable agreement.

The tax receivable agreement will provide that (i) in the event that we materially breach any of our material obligations under the agreement, whether as a result of failure to make any payment, failure to honor any other material obligation required thereunder or by operation of law as a result of the rejection of the agreements in a bankruptcy or otherwise, (ii) if, at any time, we elect an early termination of the agreement, or (iii) upon a change of control of the Company, our (or our successor’s) obligations under the agreements (with respect to all Holdco Units of LD Holdings, whether or not such units have been exchanged or acquired before or after such election) would accelerate and become payable in a lump sum amount equal to the present value of the anticipated future tax benefits calculated based on certain assumptions. These assumptions include the assumptions that (i) we (or our successor) will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions and tax basis and other benefits subject to the tax receivable agreement, (ii) we (or our successor) will utilize any loss carryovers generated by the increased tax deductions as quickly as allowable by law, and (iii) LD Holdings and its subsidiaries will sell certain nonamortizable assets (and realize certain related tax benefits) no later than a specified date. As a result of the foregoing, if we materially breach a material obligation under the agreement, experience a change of control, or if we elect to terminate the agreement early, we would be required to make an immediate lump sum payment equal to the present value of the anticipated future tax savings, which payment may be made significantly in advance of the actual realization of such future tax savings. In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our liquidity. There can be no assurance that we will be able to fund or finance our obligations under the tax receivable agreement. Additionally, the obligation to make a lump sum payment on a change of control may deter potential acquirors, which could negatively affect our stockholders’ potential returns. If we were to elect to terminate the tax receivable agreement immediately after this offering, based on an initial public offering price of $20.00 per share of our Class A Common Stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, we estimate that we would be required to pay approximately $961.6 million in the aggregate under the tax receivable agreement. We note, however, that the analysis set forth above assumes no material changes in the relevant tax law. It is possible that there could be major tax legislation in 2021 and in later years which would change the relevant tax law, and therefore alter this analysis in material ways. We are not able to predict the specific effect of such future tax legislation on this analysis.

In certain circumstances, LD Holdings will be required to make distributions to us and the other holders of Holdco Units and the distributions that LD Holdings will be required to make may be substantial.

The holders of LD Holdings Units, including loanDepot, Inc., will incur U.S. federal, state and local income taxes on their proportionate share of any taxable income of LD Holdings. Net profits and net losses of LD Holdings will generally be allocated to the holders of Holdco Units (including loanDepot, Inc.) pro rata in accordance with their respective share of the net profits and net losses of LD Holdings. The Holdings LLC Agreement will provide for cash distributions to each holder of Holdco Units (including LoanDepot Inc.), which

 

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we refer to as “tax distributions,” based on certain assumptions. LD Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that LD Holdings would have paid if it were taxed on its net income at the assumed rate.

Funds used by LD Holdings to satisfy its tax distribution obligations will not be available for reinvestment in our business. Moreover, the tax distributions that LD Holdings will be required to make may be substantial, and may exceed (as a percentage of LD Holdings’ income) the overall effective tax rate applicable to a similarly situated corporate taxpayer, and any tax distribution to a holder in excess of a similarly situated corporate taxpayer will not affect such holder’s rights except as required by applicable tax law.

Tax distributions to us may exceed the sum of our tax liabilities to various taxing authorities and the amount we are required to pay under the tax receivable agreement. This may lead, under certain scenarios, to us having significant cash on hand in excess of our current operating needs. We will, in the sole discretion of our board of directors, use this cash to invest in our business, pay obligations under the tax receivable agreement, pay dividends to our stockholders or retain such cash for business exigencies in the future.

Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws could hinder, delay or prevent a change in control of us, which could adversely affect the price of our Class A Common Stock.

Certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors. These provisions will:

 

   

authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares of which may be issued without stockholder approval, and which may include super voting, special approval, dividend, or other rights or preferences superior to the rights of the holders of common stock;

 

   

prohibit stockholder action by written consent, requiring all stockholder actions be taken at a meeting of our stockholders;

 

   

provide that the board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws;

 

   

establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings;

 

   

establish a classified board of directors, as a result of which our board of directors will be divided into three classes, with each class serving for staggered three-year terms, which prevents stockholders from electing an entirely new board of directors at an annual meeting;

 

   

provide that directors can be removed only for cause;

 

   

provide that any vacancy occurring on the board of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director;

 

   

make it more difficult for a person who would be an “interested stockholder” (other than Parthenon Capital and its affiliates and their respective direct and indirect transferees) to effect various business combinations with us for a three-year period;

 

   

prohibit stockholders from calling special meetings of stockholders; and

 

   

require the approval of holders of at least 6623% of the outstanding shares of the voting power of our outstanding common stock to amend the amended and restated bylaws and certain provisions of the amended and restated certificate of incorporation.

 

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In addition, these provisions may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management or our board of directors. Stockholders who might desire to participate in these types of transactions may not have an opportunity to do so, even if the transaction is favorable to stockholders. These anti-takeover provisions could substantially impede the ability of stockholders to benefit from a change in control or change our management and board of directors and, as a result, may adversely affect the market price of our Class A Common Stock and your ability to realize any potential change of control premium. See “Description of Capital Stock—Anti-Takeover Effects of Certain Provisions of Delaware Law and Our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Stockholders Agreement.”

Risks Related to this Offering and Our Class A Common Stock

An active trading market for our Class A Common Stock may never develop or be sustained, which may cause shares of our Class A Common Stock to trade at a discount from the initial public offering price and make it difficult to sell the shares of Class A Common Stock you purchase.

Prior to this offering, there has not been a public trading market for shares of our Class A Common Stock. It is possible that an active trading market for our Class A Common Stock will not develop or continue, or, if developed, that any market will be sustained that would make it difficult for you to sell your shares of Class A Common Stock at an attractive price or at all. The initial public offering price per share of our Class A Common Stock will be determined by agreement among us, the selling stockholders and the underwriters, and may not be indicative of the price at which shares of our Class A Common Stock will trade in the public market after this offering. The market price of our Class A Common Stock may decline below the initial public offering price and you may not be able to sell your shares of our Class A Common Stock at or above the price you paid in this offering, or at all.

The market price of our Class A Common Stock may be volatile, which could cause the value of your investment to decline.

Even if a trading market develops, the market price of our Class A Common Stock may be highly volatile and could be subject to wide fluctuations. In addition, the trading volume in our Class A Common Stock may fluctuate and cause significant price variations to occur. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our Class A Common Stock in spite of our operating performance. In addition, our results of operations could be below the expectations of public market analysts and investors due to a number of potential factors, including variations in our quarterly or annual results of operations, additions or departures of key management personnel, changes in our earnings estimates (if provided) or failure to meet analysts’ earnings estimates, publication of research reports about our industry, litigation and government investigations, changes or proposed changes in laws or regulations or differing interpretations or enforcement thereof affecting our business, adverse market reaction to any indebtedness we may incur or securities we may issue in the future, changes in market valuations of similar companies or speculation in the press or the investment community with respect to us or our industry, adverse announcements by us or others and developments affecting us, announcements by our competitors of significant contracts, acquisitions, dispositions, strategic partnership, joint ventures or capital commitments, actions by institutional stockholders, increases in market interest rates that may lead investors in our shares to demand a higher yield, and in response the market price of shares of our Class A Common Stock could decreases significantly. You may be unable to resell your shares of Class A Common Stock at or above the initial public offering price, or at all.

These broad market and industry factors may decrease the market price of our Class A Common Stock, regardless of our actual operating performance. The stock market in general has from time to time experienced extreme price and volume fluctuations, including in recent months. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation

 

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has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

The multi- class structure of our common stock will have the effect of concentrating voting control with those stockholders who held our capital stock prior to the completion of this offering, including our directors, executive officers, Mr. Hsieh and his affiliates (the “Hsieh Stockholders”) and Parthenon Stockholders, who will hold in the aggregate 98.9% of the voting power of our capital stock following the completion of this offering, which will limit or preclude your ability to influence corporate matters, including the election of directors and the approval of any change of control transaction.

Our Class C and Class D Common Stock have five votes per share, and our Class A Common Stock, which is the stock we are offering in this offering, has one vote per share. Following this offering, the holders of our outstanding Class C and Class D Common Stock will hold 98.9% of the voting power of our outstanding capital stock. Because of the five-to-one voting ratio between our Class C and Class D Common Stock and the Class A Common Stock offered hereby, the holders of our Class C and Class D Common Stock collectively will continue to control a majority of the combined voting power of our common stock and therefore be able to control all matters submitted to our stockholders for approval. Such rights and differential voting of the Parthenon Stockholders and Hsieh Stockholders shall cease five years from the date of this offering. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future, including the election of directors, amendments of our organizational documents, and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring stockholder approval. In addition, this may prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders.

Additionally, equity of LD Holdings issued to certain executives are held indirectly through one or more management holding companies (the “Management Holding Companies”) organized for the purpose of holding such equity.

Concurrently with the issuance thereof, Incentive Units granted to certain members of the Company’s executive management team were immediately contributed to one or more Management Holding Companies in exchange for an equal number of “LLC Units” issued by the applicable Management Holding Company. Specifically, as of December 20, 2020, an aggregate of: (i) 346,717.275 Class Z Units are held by Trilogy Management Investors, LLC, (ii) 14,567.098 Class Y Units are held by Trilogy Management Investors Two, LLC, (iii) 6,645.315 Class X Units are held by Trilogy Management Investors Three, LLC, (iv) 3,300,311,438.427 Class X Units are held by Trilogy Management Investors Six, LLC, (v) 584,123,273.588 Class X Units are held by Trilogy Management Investors Seven, LLC and (vi) 88,084,925.975 Class V Units are held by Trilogy Management Investors Eight, LLC.

Each of the Management Holding Companies is managed by a sole manager, initially designated as Anthony Hsieh, which manager has the principal decision-making authority on behalf of the applicable Management Holding Company. The units held by the Management Holding Companies, and the LLC Units issued in exchange therefor, are non-voting and subject to the terms and conditions of the Holdings LLC Agreement, including, without limitation, the restrictions on transfer set forth therein. As a result, Anthony Hsieh will exercise a substantial amount of decision-making authority on behalf of management’s equity interests.

The multi-class structure of our common stock may adversely affect the trading market for our Class A Common Stock.

Certain stock index providers, such as S&P Dow Jones, exclude companies with multiple classes of shares of common stock from being added to certain stock indices, including the S&P 500. In addition, several stockholder advisory firms and large institutional investors oppose the use of multiple class structures. As a result, the multi-class structure of our common stock may prevent the inclusion of our Class A Common Stock in

 

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such indices, may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure, and may result in large institutional investors not purchasing shares of our Class A Common Stock. Any exclusion from stock indices could result in a less active trading market for our Class A Common Stock. Any actions or publications by stockholder advisory firms or institutional investors critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Common Stock.

We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, and our management will be required to devote substantial time to new compliance matters, which could lower profits or make it more difficult to run our business.

As a public company, we expect to incur significant legal, accounting, reporting and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements and costs of recruiting and retaining non-executive directors. We also have incurred and will incur costs associated with compliance with the Sarbanes-Oxley Act and rules and regulations of the SEC, and various other costs of a public company. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Our management will need to devote a substantial amount of time to ensure that we comply with all of these requirements. Furthermore, because we have not operated as a company with publicly traded common stock in the past, we might not be successful in implementing these requirements.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us, which could have an adverse effect on our business, financial condition and results of operations.

These laws and regulations also could make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our Class A Common Stock, fines, sanctions and other regulatory action and potentially civil litigation.

Failure to comply with the requirements to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

 

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If we are unable to establish or maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our consolidated financial statements and harm our operating results. In addition, we will be required pursuant to Section 404 of the Sarbanes-Oxley Act, or Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in an internal control over financial reporting. In addition, our independent registered public accounting firm will be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) commencing the year following our first annual report required to be filed with the SEC. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

Investors in this offering will experience immediate and substantial dilution.

The initial public offering price of our Class A Common Stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our Class A Common Stock immediately after this offering. As a result, you will pay a price per share of Class A Common Stock that substantially exceeds the per share book value of our tangible assets after subtracting our liabilities. In addition, you will pay more for your shares of Class A Common Stock than the amounts paid by our existing owners. Assuming an offering price of $20.00 per share of Class A Common Stock, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in an amount of $17.51 per share of Class A Common Stock. See “Dilution.”

You may be diluted by the future issuance of additional Class A Common Stock in connection with our incentive plans, acquisitions or otherwise.

After the offering, we will have an aggregate of 2,500,000,000 shares of Class A Common Stock authorized but unissued, including 193,091,469 shares of Class A Common Stock issuable upon exchange of Holdco Units and Class B Common Stock and Class C Common Stock that will be held by the Continuing LLC Members. Our amended and restated certificate of incorporation authorizes us to issue these shares of Class A Common Stock and options, rights, warrants and appreciation rights relating to Class A Common Stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion, whether in connection with acquisitions or otherwise. We have reserved and not yet granted 14,123,387 shares of Class A Common Stock for issuance under our 2021 Omnibus Incentive Plan (including any LTIP Units, which may be granted thereunder excluding 2,207,649 vested restricted stock units of Class A common stock to be granted to employees in connection with the offering), which amount is subject to adjustment in certain events. See “Executive Compensation—2021 Omnibus Incentive Plan”. Any Class A Common Stock that we issue, including under our 2021 Omnibus Incentive Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership held by the investors who purchase Class A Common Stock in the offering.

Future offerings of debt or equity securities by us may adversely affect the market price of our Class A Common Stock.

In the future, we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our Class A Common Stock or offering additional debt or other equity securities, including

 

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commercial paper, medium-term notes, senior or subordinated notes, debt securities convertible into equity or shares of preferred stock. Future acquisitions could require substantial additional capital in excess of cash from operations. We would expect to obtain the capital required for acquisitions through a combination of additional issuances of equity, corporate indebtedness and/or cash from operations.

Issuing additional shares of our Class A Common Stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A Common Stock or both. Upon liquidation, holders of such debt securities and preferred shares, if issued, and lenders with respect to other borrowings would receive a distribution of our available assets prior to the holders of our Class A Common Stock. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred shares, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our Class A Common Stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings.

Future sales, or the perception of future sales, of shares of our Class A Common Stock by existing stockholders could result in dilution of the percentage ownership of our stockholders and cause the market price of our Class A Common Stock to decline.

The sale of substantial amounts of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, including sales by the Parthenon Stockholders and the Continuing LLC Members, could have an adverse effect on our stock price and could impair our ability to raise capital through the sale of additional stock. In the future, as we may attempt to obtain financing or to further increase our capital resources by issuing additional shares of our common stock. Issuing additional shares of our Class A Common Stock or other equity securities or securities convertible into equity may dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A Common Stock or both. Issuing additional shares of our Class B Common Stock and Class C Common Stock, as applicable, when issued with corresponding Holdco Units, may also dilute the economic and voting rights of our existing stockholders or reduce the market price of our Class A Common Stock or both. Additionally, further issuances of our Class D Common Stock, which is convertible into shares of our Class A Common Stock, may also dilute the economic and voting rights of our existing stockholders.

Upon the completion of this offering, we will have a total of 17,207,649 shares of Class A Common Stock issued and outstanding (or 19,457,649 shares of Class A Common Stock if the underwriters exercise their option to purchase additional shares in full) based on an assumed initial public offering price of $20.00 per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus). In addition, 307,792,351 shares of Class A Common Stock (assuming the underwriters do not exercise their option to purchase any additional shares) may be issued upon the exercise of the exchange and /or conversion rights described elsewhere in this prospectus. The Class A Common Stock offered hereby will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), except for any Class A Common Stock that may be held or acquired by our directors, executive officers and other affiliates (as that term is defined in the Securities Act), which will be restricted securities under the Securities Act. The shares of Class A Common Stock not being offered hereby or issuable upon the exercise of the exchange and/or conversion rights as described above will be restricted securities. Restricted securities may be sold only in compliance with the limitations described in “Shares Eligible for Future Sale.” In addition, subject to certain limitations and exceptions, pursuant to certain provisions of the Holdings LLC Agreement, the Continuing LLC Members may exchange an equal number of Holdco Units and Class B Common Stock or Class C Common Stock, as applicable, for shares of our Class A Common Stock on a one-for-one basis, subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Upon consummation of the offering and after giving effect to the use of proceeds to us therefrom, the Continuing LLC

 

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Members will beneficially own 193,091,469 Holdco Units, or 191,679,969 Holdco Units if the underwriters exercise their option to purchase additional shares in full, all of which will be exchangeable for shares of our Class A Common Stock at any time and from time to time (subject to the terms of the Holdings LLC Agreement).

Our amended and restated certificate of incorporation authorizes us to issue additional shares of Class A Common Stock and options, rights, warrants and appreciation rights relating to Class A Common Stock for the consideration and on the terms and conditions established by our board of directors in its sole discretion. In accordance with the Delaware General Corporation Law (“DGCL”) and the provisions of our certificate of incorporation, we may also issue preferred stock that has designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to shares of Class A Common Stock. Similarly, the Holdings LLC Agreement permits LD Holdings to issue an unlimited number of additional limited liability company interests of LD Holdings with designations, preferences, rights, powers and duties that are different from, and may be senior to, those applicable to the Holdco Units, and which may be exchangeable for shares of our Class A Common Stock.

Each of our directors and officers, and substantially all of our stockholders, including all of the selling stockholders, have entered into lock-up agreements with the underwriters that restrict their ability to offer, sell, assign, transfer, pledge, contract to sell or otherwise dispose of or hedge their shares of Class A Common Stock, or any options or warrants to purchase any of our Class A Common Stock or any securities convertible into or exchangeable for our Class A Common Stock, subject to specified exceptions. The lock-up agreements pertaining to this offering will expire 180 days from the date of this prospectus. Goldman Sachs & Co. LLC, BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, however, may, in their sole discretion, at any time without prior notice, release all or any portion of the Class A Common Stock from the restrictions in any such agreement. See “Underwriting” for more information.

After the lock-up agreements expire, up to an additional 307,792,351 shares of Class A Common Stock (assuming all outstanding Holdco Units together with an equal number of shares of Class B Common Stock or Class C Common Stock, as applicable, in addition to our Class D Common Stock are exchanged for shares of Class A Common Stock) will be eligible for sale in the public market, all of which are held by our directors, executive officers and their affiliated entities, and will be subject to volume limitations under Rule 144 under the Securities Act and various vesting agreements. These holders will have registration rights that will permit them to sell the securities into the open market. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

We intend to file one or more registration statements on Form S-8 under the Securities Act to register shares of our Class A Common Stock or securities convertible or exchangeable for shares of our Class A Common Stock issued pursuant to our 2021 Omnibus Incentive Plan. See “Executive Compensation—2021 Omnibus Incentive Plan—Available Shares.” Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. We expect that the initial registration statement on Form S-8 will cover shares of our Class A Common Stock.

As restrictions on resale end, the market price of our shares of Class A Common Stock could drop significantly if the holders of these restricted shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings or our shares of Class A Common Stock or other securities.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about us or our business, the price of our Class A Common Stock and trading volume could decline.

The trading market for our Class A Common Stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us

 

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downgrade our Class A Common Stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our Class A Common Stock could decrease, which might cause our stock price and trading volume to decline. In addition, if our operating results fail to meet the expectations of securities analysts, our stock price would likely decline.

The provision of our amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation will provide that, unless we, in writing, select or consent to the selection of an alternative forum, all complaints asserting any internal corporate claims (defined as claims, including claims in the right of our company: (i) that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity; or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, subject matter jurisdiction, another state court or a federal court located within the State of Delaware). Additionally, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our choice-of-forum provision will not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any person or entity purchasing or otherwise acquiring or holding any interest in our common stock shall be deemed to have notice of and to have consented to the forum selection provisions described in our amended and restated certificate of incorporation. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or stockholders, which may discourage lawsuits with respect to such claims. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions. Further, in the event a court finds either exclusive forum provision contained in our certificate of incorporation to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. You can identify these statements by the use of words such as “outlook,” “potential,” “continue,” “may,” “seek,” “approximately,” “predict,” “believe,” “expect,” “plan,” “intend,” “estimate” or “anticipate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would” and “could.” These statements may be found under “Prospectus Summary,” “Use of Proceeds,” “Management’s discussion and analysis of financial condition and results of operations” and “Business,” as well as in this prospectus generally, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. These risks and uncertainties include, but are not limited to, those risks described under the section entitled “Risk factors” set forth herein. The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this prospectus will in fact occur. You should not place undue reliance on these forward-looking statements. If one or more of these risks or uncertainties materialize or our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We qualify all of the forward-looking statements in this prospectus by the cautionary statements and risks set forth in the section entitled “Risk factors” and elsewhere in this prospectus. Forward-looking statements in this prospectus include, but are not limited to, the risk factors discussed in the “Risk factors” section of this prospectus and the following:

 

   

the COVID-19 pandemic; the pandemic’s impact on our ability to originate mortgages, our servicing operations, our liquidity and our employees;

 

   

the executive, legislative and regulatory reaction to COVID-19, including the passage of the CARES Act;

 

   

our recent rapid growth;

 

   

our ability to continue to grow our loan production volume;

 

   

the market’s acceptance of our new products and enhancements;

 

   

the departure or change in responsibilities of certain of our senior management;

 

   

our ability to identify necessary and appropriate information technology system improvements;

 

   

our ability to maintain our reputation;

 

   

our ability to identify or consummate acquisitions or otherwise manage growth effectively;

 

   

our ability to successful hedge changes in interest rates;

 

   

the geographic concentration of our loan originations;

 

   

our ability to indemnify certain purchasers of loans we originate;

 

   

errors in our management’s estimates and judgment decisions in connection with matters that are inherently uncertain, such as fair value determinations;

 

   

our ability to maintain our relationships with our subservicers;

 

   

our ability to replace loans, which we service that are repaid or refinanced;

 

   

our ability to recover servicing advances;

 

   

the ability of counterparties to terminate servicing rights and contracts;

 

   

our limited performance history of our servicing portfolio;

 

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increased costs and related losses regarding challenges to the validity of foreclosure actions;

 

   

our reliance on joint ventures with industry partners;

 

   

challenges to the MERS system;

 

   

our reliance on the accuracy and completeness of information about borrowers provided to us;

 

   

our ability to maintain our vendor relationships;

 

   

our ability to attract and retain qualified personnel;

 

   

the occurrence of a data breach or other failure of our cybersecurity;

 

   

the outcome of legal proceedings to which we are a party;

 

   

our ability to obtain, maintain, protect and enforce our intellectual property;

 

   

the impact of terrorist attacks or natural disasters; and

 

   

changes in federal, state and local laws, as well as changes in regulatory enforcement policies and priorities.

 

   

failure of an active public market for our Class A Common Stock developing;

 

   

future sales of our Class A Common Stock, or the perception in the public markets that these sales may occur;

 

   

volatility in the price of our Class A Common Stock;

 

   

dilution in our Class A Common Stock as a result of this offering;

 

   

no expectation to pay any cash dividends for the foreseeable future;

 

   

our inability to effectively implement or maintain a system of internal control over financial reporting;

 

   

securities or industry analysts not publishing research or publishing inaccurate or unfavorable research about us or our business;

 

   

transformation into a public company may increase our costs and disrupt the regular operations of our business;

 

   

the fact that we will be a “controlled company” under the rules of the NYSE; and

 

   

the effect of the Tax Receivable Agreement and our organizational structure.

 

   

our organizational documents may impede or discourage a takeover;

 

   

the provision of our certificate of incorporation requiring exclusive forum in the state courts in the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers;

 

   

other risks, uncertainties and factors set forth in this prospectus, including those set forth under “Risk factors.”

For a more detailed discussion of these and other factors, see the information under the section “Risk factors” herein.

The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act do not protect any forward-looking statements that we make in connection with this offering. The forward-looking statements included in this prospectus speak only as of the date of this prospectus or as of the date they are made, as applicable. Except as otherwise required by law, we disclaim any intent or obligation to update any “forward-looking statement” made in this prospectus to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

 

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ORGANIZATIONAL STRUCTURE

loanDepot, Inc. was formed as a Delaware corporation on November 6, 2020. LD Holdings was formed as a Delaware limited liability company on October 16, 2015. Following the Reorganization Transactions and the Offering Transactions described below, loanDepot, Inc. will be a holding company and its sole material asset will be an interest in LD Holdings. LD Holdings will also be a holding company and have no material assets other than its equity interests in its direct subsidiaries consisting of a 99.99% ownership in LDLLC (the major asset of the group), and 100% equity ownership in each of the following: Artemis Management LLC, (“Artemis”), LD Settlement Services LLC (“LD Settlement Services”) and mello Holdings, LLC (“Mello”). Through its ability to act on behalf of LD Holdings, which will have the ability to appoint the board of managers of LDLLC (our operating subsidiary that conduct most of our operations directly), and the other direct subsidiaries of LD Holdings (consisting of Artemis, LD Settlement Services, and Mello), loanDepot, Inc. will indirectly operate and control all of the business and affairs and consolidate the financial results of LD Holdings and its subsidiaries, including LDLLC.

Prior to the offering, the 3rd Holdings LLC Agreement will be further amended to, among other things, modify its capital structure by replacing the different classes of interests) with a single new class of Class A common units that we refer to as “LLC Units” which will be owned by the Continuing LLC Members.

In connection with the exchange transactions set forth above, we will issue to the Continuing LLC Members a number of shares of loanDepot, Inc. Class C Common Stock equal to the number of Holdco Units held by such Continuing LLC Members. Our Class B Common Stock will entitle holders thereof to one vote per share and will vote as a single class with our Class A Common Stock. However, the Class B and Class C Common Stock will not have any economic rights. Pursuant to the terms of the Holdings LLC Agreement, the Continuing LLC Members will have the right to exchange one Holdco Unit and one share of Class B or Class C Common Stock together for cash or one share of our Class A Common Stock (at our election), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any Holdco Units exchanged under the exchange provisions described above will thereafter be owned by loanDepot, Inc. Any shares of Class B or Class C Common Stock, as applicable, exchanged will be cancelled.

Thereafter, Parthenon Blocker and loanDepot, Inc. will engage in a series of transactions that will result in Parthenon Blocker merging with and into loanDepot, Inc., with loanDepot, Inc. remaining as the surviving corporation. As a result of such transactions, the Parthenon Stockholders will exchange all of the equity interests of Parthenon Blocker in return for shares of loanDepot, Inc. Class D Common Stock.

The ownership interest of the members of LD Holdings (other than loanDepot, Inc.) will be reflected as a non-controlling interest in our consolidated financial statements.

The diagram below depicts our simplified organizational structure immediately following the Reorganization Transactions and the offering and assuming no exercise by the underwriters of their option to purchase additional shares of Class A Common Stock.

In connection with the offering, loanDepot, Inc. will acquire a number of Holdco Units from LD Holdings and the Exchanging Members that is equal to the number of shares of Class A Common Stock that are issued and outstanding (including shares sold in this offering) and the Continuing LLC Members will own the remaining outstanding Holdco Units. LD Holdings will own 99.99% equity interests of LDLLC and 100% of the equity interests of other subsidiaries as set forth below. loanDepot, Inc., through its significant equity interest in LD Holdings, will benefit from the income of LDLLC and its consolidated subsidiaries to the extent of any distributions made in respect of our holdings of Holdco Units. Any such distributions will be distributed to all holders of Holdco Units, including the Continuing LLC Members, pro rata based on their holdings of Holdco Units.

 

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LOGO

Reorganization Transactions at LD Holdings.

Immediately prior to the offering, LD Holdings and its direct and indirect equity holders will effect certain transactions, which we collectively refer to as the “Reorganization Transactions.” Currently, LD Holdings capital structure consists of different classes of membership interests, each of which has different capital accounts and amounts of aggregate distributions above which its holders share in future distributions. The entry into the 4th Holdings LLC Agreement, as part of the Reorganization Transactions, will result in the conversion of the current multiple-class structure into a single new class of LLC Units in LD Holdings. The conversion ratios of all of the different classes of units of LD Holdings into a single class will be based on the proceeds that each unit would receive in a hypothetical liquidation (pursuant to the distribution provisions set forth in the 4th Holdings LLC Agreement) of 100% of LD Holdings based on the initial public offering price of the Class A Common Stock. The number of LLC Units issued upon conversion per class of outstanding units will be determined pursuant to the distribution provisions set forth in the 4th Holdings LLC Agreement.

In connection with the exchange transactions set forth above, we will issue to the Continuing LLC Members a number of shares of loanDepot, Inc. Class B and Class C Common Stock equal to the number of Holdco Units held by such Continuing LLC Members, as applicable. Our Class B Common Stock will entitle holders thereof to one vote per share, and our Class C and Class D Common Stock with entitle holders thereof to five votes per share and each class will vote as a single class with our Class A Common Stock. However, the Class B and Class C Common Stock will not have any economic rights. Pursuant to the terms of the Holdings LLC Agreement, the Continuing LLC Members will have the right to exchange one Holdco Unit and one share of Class B Common Stock or Class C Common Stock, as applicable, together for cash or one share of our Class A Common Stock (at our election), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. Any Holdco Units exchanged under the exchange provisions described above will thereafter be owned by loanDepot, Inc. Any shares of Class B Common Stock and Class C Common Stock exchanged will be cancelled.

 

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Thereafter, (i) Parthenon Blocker and loanDepot, Inc. will engage in a series of transactions that will result in Parthenon Blocker merging with and into loanDepot, Inc., with loanDepot, Inc. remaining as the surviving corporation, and (ii) loanDepot, Inc. and LD Holdings will enter into the tax receivable agreement with (a) the Parthenon Stockholders receiving their interest in the tax receivable agreement in connection with the merger transaction described in clause (i) above, and (b) following the completion of the offering, certain of the Continuing LLC Members as part of the consideration received by such Continuing LLC Members in exchange for the sale of Holdco Units to loanDepot, Inc. As a result of the transactions described in clause (i) above, the Parthenon Stockholders will receive shares of our Class D Common Stock and their interest in the tax receivable agreement. loanDepot, Inc. will own one Holdco Unit for each share of Class D Common Stock so issued to the Parthenon Stockholders. In connection with the foregoing transactions, the Parthenon Stockholders and certain other persons will cause to be terminated an existing call option providing the Parthenon Stockholders the option to purchase, from Parthenon Blocker, its equity interest in LDLLC.

The following table summarizes the number of membership interests by class outstanding prior to the Reorganization Transactions, the conversion ratio for each class, and the number of shares of Class A Common Stock that will be outstanding after the Reorganization Transactions and before this offering, assuming (i) that all Holdco Units owned by the Continuing LLC Members, together with an equal number of shares of Class B Common Stock, are exchanged for shares of Class A Common Stock and (ii) the sale of shares of Class A Common Stock in this offering, including by the selling stockholders, at a price per share to the public of $20.00, which is the midpoint of the estimated price range set forth on the cover page of this prospectus.

 

     Number of applicable
units before the
Reorganization
Transactions as of 1/27/21
     Conversion
Ratio in the
Reorganization
Transactions
    Number of shares of
Class A Common
Stock outstanding
after the
Reorganization
Transactions
and before the
Offering
 

Class A

     268,138        45020.8     120,717,790  

Class B

     50,000        43668.0     21,833,983  

Class P-3

     40,000        51477.2     20,590,891  

Class P-4

     1,000        2011931.4     20,119,314  

Class X(1)

     3,966,348,838        3.4     136,643,631  

Class V

     88,084,926        3.3     2,886,742  
  

 

 

      

 

 

 

Total

     4,054,433,764          322,792,351  
  

 

 

      

 

 

 

 

(1)

Class X applicable units adjusted for net settled units for compensation expense purposes.

The conversion ratio in the Reorganization Transaction is based on the attachment point for each class of Holdco Unit under the 3rd Holdings LLC Agreement. Each class of Holdco Unit is assigned value based on the overall valuation of the Company allocated through the waterfall of unit classes, which is then used to calculate the conversion ratio for each unit class in order to achieve that value. Certain units, such as the Class X units that were granted to certain members of management in June 2020, do not attain any value (through the mechanics of the waterfall) until their attachment point is met, which attachment point was at least equal to (or greater than) the value of the Company on the date such units were granted. Once that attachment point is reached, the value will increase at a rate greater than the value of the overall company has increased. The valuation of the Company has increased significantly between the grant of these X units in June 2020 through the date of this Offering due to changes in the financial performance and forecast for the Company and market conditions.

Incorporation of loanDepot, Inc.

loanDepot, Inc. was incorporated as a Delaware corporation on November 6, 2020. loanDepot, Inc. has not engaged in any business or other activities except in connection with its formation and its operations have been limited to serving as the potential holding company of LD Holdings. The amended and restated certificate of

 

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incorporation of loanDepot, Inc. at the time of the offering will authorize four classes of common stock, Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock and one or more series of preferred stock, each having the terms described in “Description of Capital Stock.”

Prior to completion of the offering, a number of shares of Class B Common Stock or Class C Common Stock, as applicable, equal to the number of outstanding Holdco Units owned by the Continuing LLC Members will be issued to the Continuing LLC Members in order to provide them with voting rights in loanDepot, Inc. Each Continuing LLC Member will receive a number of shares of Class B Common Stock or Class C Common Stock, as applicable, equal to the number of Holdco Units held by such Continuing LLC Member. See “Description of Capital Stock—Common Stock.” Holders of our Class A and Class B Common Stock each have one vote per share of Class A and Class B Common Stock, respectively, and holders of our Class C and Class D Common Stock each have five votes per share of Class C and Class D Common Stock, and vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law.

Formation of LD Holdings

LD Holdings Group LLC (f/k/a LoanDepot Holdings, LLC) was formed as a Delaware limited liability company on October 16, 2015. The 4th Holdings LLC Agreement designates loanDepot, Inc. as the member of LD Holdings which is entitled to appoint the board of managers of LD Holdings and provides for Holdco Units. Following the offering, the board of managers of LD Holdings will have the right to determine the timing and amount of any distributions (other than tax distributions as described in “—Holding Company Structure”) to be made to holders of the Holdco Units from LD Holdings, Profits and losses of LD Holdings will be allocated, and all distributions (other than tax distributions) with respect to Holdco Units will be made, pro rata to the holders of the Holdco Units. See “Certain Relationships and Related Party Transactions— Limited Liability Company Agreement of LD Holdings.”

Offering Transactions

We will enter into a tax receivable agreement with the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members that will provide for the payment from time to time by loanDepot, Inc. to such parties or their permitted assignees of 85% of the amount of the benefits, if any, that loanDepot, Inc. realizes or under certain circumstances (such as following a change of control) is deemed to realize as a result of (i) the increases in tax basis referred to above, (ii) any incremental tax basis adjustments attributable to payments made pursuant to the tax receivable agreement and (iii) any deemed interest deductions arising from payments made by us pursuant to the tax receivable agreement. See “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.”

Further, upon consummation of the offering, loanDepot, Inc. will have acquired a significant equity interest in LD Holdings from Parthenon Blocker after a series of transactions that will result in Parthenon Blocker merging with and into loanDepot, Inc., with loanDepot, Inc. remaining as the surviving corporation. See “Organizational Structure—Reorganization Transactions at LD Holdings.” LD Holdings will not realize any of the cash savings in U.S. federal, state and local tax described above regarding tax basis adjustments and deemed interest deductions in relation to any Class D Common Stock received by the Parthenon Stockholders in the Reorganization Transactions. The Parthenon Stockholders or their permitted assignees, however, will be entitled to receive payments under the tax receivable agreement in respect of the cash tax savings, if any, that we realize or are deemed to realize as a result of future exchanges of Holdco Units and Class B Common Stock for Class A Common Stock of loanDepot, Inc.

We refer to the foregoing transactions as the “Offering Transactions.”

As a result of the transactions described above, and assuming the sale of shares of Class A Common Stock in this offering at a price per share to the public of $20.00, which is the midpoint of the estimated price range set forth on the cover page of this prospectus:

 

   

the investors in the offering will collectively own 15,000,000 shares of our Class A Common Stock (or 17,250,000 shares of Class A Common Stock if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock);

 

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the Continuing LLC Members will collectively hold 193,091,469 Holdco Units, representing 59.4% of the total economic interest of LD Holdings (or 191,679,969 Holdco Units, representing 59.0% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock), which can be exchanged together with an equal number of Class B or Class C Common Stock for newly issued Class A Common Stock pursuant to the Holdings LLC Agreement;

 

   

the investors in the offering will collectively have 1.1% of the voting power in loanDepot, Inc. (or 1.3% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock); and

 

   

the Parthenon Stockholders that will receive shares of Class D Common Stock in the Reorganization Transactions and the Continuing LLC Members that will hold Holdco Units and Class B Common Stock that may be exchanged for newly issued Class A Common Stock pursuant to the Holdings LLC Agreement, will collectively have 36.9% of the voting power in loanDepot, Inc. (or 36.8% if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock).

Our post-offering organizational structure will allow the Continuing LLC Members to retain their equity ownership in LD Holdings, an entity that is classified as a partnership for U.S. federal income tax purposes, in the form of Holdco Units. Investors in the offering and the Parthenon Stockholders will, by contrast, hold their equity ownership in loanDepot, Inc., a Delaware corporation that is a domestic corporation for U.S. federal income tax purposes, in the form of shares of Class A Common Stock and Class D Common Stock, respectively.

The Continuing LLC Members will also hold shares of Class B and Class C Common Stock of loanDepot, Inc. The shares of Class B Common Stock have only voting and no economic rights. A share of Class B or Class C Common Stock cannot be transferred except in connection with a transfer of a Holdco Unit. Further, a Holdco Unit cannot be exchanged with loanDepot, Inc. for a share of our Class A Common Stock without the corresponding share of our Class B Common Stock or Class C being delivered together at the time of exchange for cancellation by us. Accordingly, as the Continuing LLC Members subsequently exchange Holdco Units for shares of Class A Common Stock of loanDepot, Inc. pursuant to the Holdings LLC Agreement, the voting power afforded to the Continuing LLC Members by their shares of Class B or Class C Common Stock is automatically and correspondingly reduced.

Holding Company Structure

loanDepot, Inc. will be a holding company, and its sole material asset will be an equity interest in LD Holdings, which will hold the equity interests in LDLLC as described above. loanDepot, Inc. will indirectly control all of the business and affairs of LD Holdings and its subsidiaries, including LDLLC, through its ability to appoint the board of managers of LD Holdings, which will have the ability to appoint the board of managers of LDLLC.

loanDepot, Inc. will consolidate the financial results of LD Holdings and its subsidiaries, including LDLLC, and the ownership interest of the Continuing LLC Members will be reflected as a non-controlling interest in loanDepot, Inc.’s consolidated financial statements.

Pursuant to the Holdings LLC Agreement, the board of managers of LD Holdings has the right to determine when distributions (other than tax distributions) will be made to the members of LD Holdings and the amount of any such distributions, and loanDepot, Inc. will have the right to appoint such board of managers under the Holdings LLC Agreement. If loanDepot, Inc. authorizes a distribution, such distribution will be made to the holders of Holdco Units, including loanDepot, Inc., pro rata based on their holdings of Holdco Units.

The holders of Holdco Units, including loanDepot, Inc., will generally have to include for purposes of calculating their U.S. federal, state and local income taxes their share of any taxable income of LD Holdings. Taxable income of LD Holdings generally will be allocated to the holders of Holdco Units (including loanDepot, Inc.) pro rata in accordance with their respective share of the net profits and net losses of LD Holdings. LD Holdings will be obligated, subject to available cash and applicable law and contractual restrictions (including pursuant to our debt instruments), to make cash distributions, which we refer to as “tax distributions,” based on certain assumptions, to its members (including loanDepot, Inc.). LD Holdings may be required to make tax distributions that, in the aggregate, may exceed the amount of taxes that LD Holdings would have paid if it were taxed on its net income at the assumed rate. See “Certain Relationships and Related Party Transactions—Limited Liability Company Agreement of LD Holdings.

 

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USE OF PROCEEDS

We estimate that the net proceeds to us from the offering will be approximately $168.2 million (or $194.3 million if the underwriters exercise in full their option to purchase additional shares of Class A Common Stock) based upon an assumed initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses. We will not receive any proceeds from the sale of shares of our Class A Common Stock by the selling stockholders.

We intend to use the net proceeds to us from this offering together with cash on hand to purchase 9,410,000 Holdco Units, together with an equal number of 9,410,000 shares of our Class B or Class C Common Stock, from the Exchanging Members, including our Chief Executive Officer and certain of our other officers (at a purchase price per unit and share of Class B or Class C Common Stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions).

If the underwriters exercise in full their option to purchase 2,250,000 additional shares of Class A Common Stock, in addition to the use of our net proceeds as described above, we intend to use approximately $26.1 million of the net proceeds from our sale of 1,411,500 additional shares to purchase 1,411,500 Holdco Units, together with an equal number of shares of Class B or Class C Common Stock, from the Exchanging Members, including our Chief Executive Officer and certain of our other officers (at a purchase price per unit and share of Class B Common Stock or Class C Common Stock, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions). If the underwriters exercise in full their option to purchase additional shares of Class A Common Stock, the remaining 838,500 shares will be sold by the selling stockholders, and we will not retain any proceeds from their sale of such shares.

See “Certain Relationships and Related Party Transactions” for the amounts of net proceeds that will be used to purchase Holdco Units from our officers and “Principal and Selling Stockholders” for information concerning the selling stockholders and Exchanging Members in this offering.

Each $1.00 increase or decrease in the assumed initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds to us from this offering by approximately $8.7 million assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

 

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DIVIDEND POLICY

Beginning with the first full quarter following the completion of this offering, we intend to pay cash dividends subject to the discretion of our board of directors and our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, including the satisfaction of our obligations under the tax receivable agreement, restrictions in our debt agreements, business prospects and other factors that our board of directors may deem relevant. We expect to pay a quarterly cash dividend on our common stock of $0.08 per share (or an annual dividend of $0.32 per share) and resulting in an annual yield of 1.6% based on a price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus. We will evaluate future increases to our quarterly dividend consistent with our cash flow and liquidity position. The payment, including timing and amount, of such quarterly dividends and any future dividends will be at the discretion of our board of directors.

Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness. Future agreements may also limit our ability to pay dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Certain Indebtedness” for a description of the restrictions on our ability to pay dividends.

Following this offering, we will receive a portion of any distributions made by LDLLC. Under the 10th LLC Agreement, loanDepot, Inc., through its ability to appoint the board of managers of LD Holdings, which will have the ability to appoint the board of managers of LDLLC, has the right to determine when distributions (other than tax distributions) will be made by LDLLC to LD Holdings and the amount of any such distributions. Under the Holdings LLC Agreement, the board of managers of LD Holdings has the right to determine when distributions (other than tax distributions) will be made to unitholders of LD Holdings and the amount of any such distributions. Any such distributions will be distributed to all holders of Holdco Units, including us, pro rata based on their holdings of Holdco Units. The cash received from such distributions will first be used by us to satisfy any tax liability and then to make any payments required under the tax receivable agreement to the Parthenon Stockholders, Parthenon affiliates owning Holdco Units and certain of the Continuing LLC Members or their permitted assignees.

 

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CAPITALIZATION

The following table sets forth LD Holdings’ consolidated cash and cash equivalents and capitalization as of September 30, 2020:

 

   

on a historical basis for LD Holdings; and

 

   

a pro forma basis for loanDepot, Inc., giving effect to the transactions described under “Unaudited Pro Forma Consolidated Financial Information,” including the October Transactions and the application of the proceeds to us from this offering as described in “Use of Proceeds” based upon an assumed initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses and other related transaction costs payable by us.

You should read this table together with the information contained in this prospectus, including “Unaudited Pro Forma Consolidated Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes included elsewhere in this prospectus.

 

    As of September 30, 2020  
$ in thousands   Actual LD
Holdings
    October
Transaction
Adjustments
          Distribution
Adjustments
          Offering
Adjustments
          Pro Forma
loanDepot,
Inc.
 

ASSETS

               

Cash and cash equivalents

  $ 637,511     $ 5,000       (1   $ (642,511     (8   $ —         $ —    

DEBT(2)

               

Warehouse lines of credit(3)

    4,601,062       —           —           —           4,601,062  

Secured Credit Facilities

    170,000       (170,000     (4     —           —           —    

GMSR VFN

    15,000       —           —           —           15,000  

Term Notes

    200,000       —           —           —           200,000  

Unsecured Term Loan

    250,000       (250,000     (5     —           —           —    

Convertible Debt

    75,000       (75,000     (6     —           —           —    

Financing Lease Obligations

    18,258       —           —           —           18,258  

Senior Notes

    —         500,000       (7     —           —           500,000  
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Total debt

    5,329,320       5,000         —           —           5,334,320  

Total redeemable units

    104,200       —           (32,300     (9     (71,900     (11     —    

Capital (equity):

               

Unitholders’ equity

    1,529,321       —           (643,707     (10     (885,614     (11     —    

Class A Common Stock

    —         —           —           17       (12     17  

Class B Common Stock

    —         —           —           —           —    

Class C Common Stock

    —         —           —           193       (12     193  

Class D Common Stock

    —         —           —           115       (12     115  

Preferred stock

    —         —           —           —           —    

Additional paid-in-capital

    —         —           —           416,309       (13     416,309  

Retained earnings

    —         —           —           (61,455     (14     (61,455
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Total unitholders’ equity/loanDepot, Inc. stockholders’ equity

    1,529,321       —           (643,707       (530,435       355,179  

Noncontrolling interest

    —         —           —           467,595       (15     467,595  
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Total equity

    1,633,521       —           (676,007       (134,740       822,774  
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

Total Capitalization

  $ 7,600,352     $ 10,000       $ (1,318,518     $ (134,740     $ 6,157,094  
 

 

 

   

 

 

     

 

 

     

 

 

     

 

 

 

 

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(1)

Includes $5.0 million in net proceeds from our $500.0 million Senior Note issuance, net of the $170.0 million paydown of Secured Credit Facilities and repayment of the $250.0 million Unsecured Term Loan and $75.0 million Convertible Debt.

(2)

Debt amounts are shown gross, excluding deferred financing costs.

(3)

Does not reflect the repurchase of the mortgage loans securing our 2018 Securitization Facility. Such facility was replaced by our 2020-1 Securitization Facility, resulting in no net changes to our indebtedness.

(4)

Balance includes the Original Secured Credit Facility and the Second Secured Credit Facility. As a result of the October Transactions, we repaid $170.0 million under our Secured Credit Facilities. Does not reflect approximately $4.3 million originally drawn under our Advance Receivables Trust, under which incremental borrowings are drawn and repaid from time to time.

(5)

In October 2020, we repaid in full the Unsecured Term Loan.

(6)

In October 2020, we repaid in full the Convertible Debt.

(7)

In October 2020 we issued $500.0 million in 6.50% Senior Notes due 2025.

(8)

Reflects cash distributions made by the Company from cash on hand and cash generated from operations during the fourth quarter of 2020 and first quarter of 2021 to certain of its unitholders that included profit distributions of $573.2 million as allowed under the Company’s operating agreement and tax distributions of $102.8 million as required under the Company’s operating agreement. Cash generated from the fourth quarter 2020 and first quarter 2021 are not reflected in the pro forma cash balance, thus the $33.5 million excess of distributions over the pro forma cash balance has been reclassified to accrued expenses and other liabilities.

(9)

Includes $32.3 million redemption of units in the fourth quarter of 2020 from profit distributions.

(10)

Includes $540.9 million of profit distributions and $102.8 million in tax distributions during the fourth quarter of 2020 and first quarter of 2021.

(11)

Includes reductions of $71.9 million of redeemable units and $885.6 million of unitholders’ equity to reflect the reorganization and offering transaction which collapsed the prior capital structure.

(12)

Reflects the par value of our Class A, Class C and Class D Common Stock issued in connection with the offering transaction.

(13)

The following summarizes the activity for additional paid-in-capital related to the reorganization and offering transaction:

 

Net adjustment for recognition of deferred tax liability of $81.7 million and tax receivable agreement liability of $44.4 million associated with the offering

   $ (126,076

Adjustment for stock compensation expense (see Note 14)

     52,791  

Adjustment for Class A, Class C and Class D Common Stock issued in connection with the offering

     (325

Adjustment for noncontrolling interest (see Note 15)

     489,919  
  

 

 

 

Additional paid-in-capital adjustment

   $ 416,309  
  

 

 

 

 

(14)

Includes $8.7 million in certain costs associated with the offering which will be recorded as a reduction to retained earnings at the time of the offering. Costs include legal, accounting and other related costs attributable with the offering. Additionally, reflects $52.8 million reduction to retained earnings for stock compensation expense associated with restricted stock units granted under the loanDepot, Inc. 2021 Omnibus Incentive Plan as a result of the offering.

(15)

The following summarizes the activity for noncontrolling interest related to the reorganization and offering transaction:

 

Beginning redeemable units and unitholders’ equity

   $ 957,514  

Net adjustment for recognition of deferred tax liability of $81.7 million and tax receivable agreement liability of $44.4 million associated with the offering

     (126,076

Adjustment for offering expenses (see Note 14)

     (8,664
  

 

 

 

Total Equity

     822,774  

Continuing LLC Member interests in LD Holdings

     56.8
  

 

 

 

Noncontrolling interests

   $ 467,595  
  

 

 

 

 

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DILUTION

If you invest in the initial public offering of our Class A Common Stock, your interest will be diluted to the extent of the excess of the initial public offering price per share of our Class A Common Stock over the pro forma net tangible book value per share of our Class A Common Stock after this offering. Dilution results from the fact that the per share offering price of the Class A Common Stock is substantially in excess of the net tangible book value per share attributable to the existing equity holders.

Our pro forma net tangible book value at September 30, 2020 was approximately $914.6 million. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities of LD Holdings, after giving effect to the Reorganization Transactions, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of Class A Common Stock outstanding, after giving effect to the Reorganization Transactions and assuming that all of the Continuing LLC Members exchanged their Holdco Units and Class B or Class C Common Stock and all of the Parthenon Stockholders were exchanged their Class D Common Stock, in each case for newly issued shares of our Class A Common Stock on a one-for-one basis.

After giving effect to this offering, at an assumed initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, and the application of estimated net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value at September 30, 2020 would have been $779.8 million, or $2.40 per share of Class A Common Stock, assuming that all of the Continuing LLC Members exchanged their Holdco Units and Class B or Class C Common Stock and all of the Parthenon Stockholders were exchanged their Class D Common Stock, in each case for newly issued shares of our Class A Common Stock on a one-for-one basis and 2,207,649 of restricted stock units for our Class A Common Stock that will vest upon the completion of this offering.

The following table illustrates the immediate dilution of $17.60 per share to new stockholders purchasing Class A Common Stock in this offering, assuming the underwriters do not exercise their option to purchase additional shares.

 

Assumed initial public offering price per share

                     $ 20.00

Pro forma net tangible book value per share at September 30, 2020

   $ 2.83   

Decrease per share attributable to this offering

     0.43     
  

 

 

    

Pro forma net tangible book value per share, as adjusted to give effect to this offering

        2.40  
     

 

 

 

Dilution in pro forma net tangible book value per share to new investors

      $ 17.60  
     

 

 

 

The following table summarizes, on the same pro forma basis at September 30, 2020, the total number of shares of Class A Common Stock purchased from us, the total cash consideration paid to us and by new investors purchasing shares in the offering, assuming that all of the Continuing LLC Members exchanged their Holdco Units and Class B or Class C Common Stock and all of the Parthenon Stockholders were exchanged their Class D Common Stock, in each case for shares of our Class A Common Stock on a one-for-one basis.

 

     Shares of Class A
Common Stock Purchased/
Granted
    Total Consideration     Average
Price
 
     Number      Percentage     Amount      Percentage     Per Share  
     (in thousands, except per share amounts)  

Investors prior to this offering

     307,792        95   $ 883,363        75   $ 2.87  

New investors in this offering(1)

     15,000        5   $ 300,000        25   $ 20.00  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

Total

     322,792        100   $ 1,183,363        100   $ 7.40  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

Does not include 2,207,649 restricted stock units for Class A Common Stock that vested at the completion of this offering and for which no proceeds were received.

 

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If the underwriters’ option to purchase additional shares is exercised in full, the decrease in pro forma net tangible book value per share at September 30, 2020 attributable to this offering would have been approximately $2.40 per share and the dilution in pro forma net tangible book value per share to new investors would be $17.60 per share. Furthermore, the percentage of our shares held by existing equity owners would decrease to approximately 95.2% and the percentage of our shares held by new investors would increase to approximately 4.8%.

A $1.00 increase or decrease in the assumed initial public offering price of $20.00 per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, would increase or decrease total consideration paid by new investors in this offering and total consideration paid by all investors by approximately $8.70 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

 

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SELECTED HISTORICAL CONSOLIDATED CONDENSED FINANCIAL INFORMATION

The following tables present selected historical consolidated financial information for the periods and as of the dates indicated. The selected consolidated statement of operations data presented below for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019, 2018 and 2017 are derived from the audited consolidated financial statements of LD Holdings included elsewhere in this prospectus. The selected consolidated statement of operations data presented below for the years ended December 31, 2016 and 2015 and the consolidated balance sheet data as of December 31, 2016 and 2015 are derived from the audited consolidated financial statements of LDLLC, LD Holdings accounting predecessor. Our historical results are not necessarily indicative of future results and our interim results are not necessarily indicative of results to be expected for a full fiscal year period.

The selected consolidated statement of operations data presented below for the nine months ended September 30, 2020 and 2019 and the balance sheet data presented below as of September 30, 2020 and 2019 are derived from LD Holdings’ unaudited consolidated financial statements included elsewhere in this prospectus. LD Holdings’ unaudited consolidated financial statements have been prepared on the same basis as their audited consolidated financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such financial statements in all material respects. The results for any interim period are not necessarily indicative of the results that may be expected for a full year or any future period. These selected financial data should be read together with our consolidated financial statements and our consolidated interim financial statements and the related notes, as well as the sections captioned “Unaudited Pro Forma Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

 

Condensed Consolidated

Statement of Operations Data:

(Dollars in thousands)

  Nine Months Ended
September 30,
    Year Ended December 31,  
  2020     2019     2019     2018     2017     2016     2015  
    (Unaudited)                                

Revenues:

             

Net interest income (expense)

  $ 9,268     $ (3,057   $ (2,775   $ 17,295     $ 16,749     $ 16,451     $ 14,340  

Gain on origination and sale of loans, net

    2,873,455       788,054       1,125,853       799,564       1,011,791       1,101,125       791,721  

Origination income, net

    167,554       107,850       149,500       153,036       159,184       124,942       99,917  

Servicing fee income

    121,520       85,022       118,418       141,195       115,486       62,132       49,445  

Change in fair value of servicing rights, net

    (216,132     (100,051     (119,546     (51,487     (88,701     (40,001     (59,471

Other income

    58,115       44,022       65,681       54,750       58,470       36,857       26,408  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

    3,013,780       921,840       1,337,131       1,114,353       1,272,979       1,301,506       922,360  

Expenses:

             

Personnel expense

    1,022,734       525,948       765,256       681,378       726,616       687,249       553,377  

Marketing and advertising expense

    173,628       133,799       187,880       190,777       216,012       161,803       124,851  

Direct origination expense

    88,627       61,786       93,531       83,033       76,232       72,488       50,688  

Subservicing expense

    52,154       28,736       41,397       50,433       36,403       24,304       14,426  

General, administrative, occupancy and other expenses

    209,241       153,076       216,396       212,076       187,910       182,354       128,877  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total expenses

    1,546,384       903,345       1,304,460       1,217,697       1,243,173       1,128,198       872,219  

Income tax expense (benefit)

    1,457       288       (1,749     (475     1,436       4,524       711  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

  $ 1,465,939     $ 18,207     $ 34,420     $ (102,869   $ 28,370     $ 168,784     $ 49,430  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Condensed Consolidated

Balance Sheet Data:

(Dollars in thousands)

  September 30,     December 31,  
  2020     2019     2019     2018     2017     2016     2015  
    (Unaudited)     (Unaudited)                                

Assets

             

Cash and cash equivalents

  $ 637,511     $ 46,333     $ 73,301     $ 105,685     $ 84,479     $ 107,956     $ 62,599  

Loans held for sale, at fair value

    4,888,364       3,081,401       3,681,840       2,295,451       2,431,446       2,062,407       1,805,524  

Derivative assets, at fair value

    722,149       164,599       131,228       73,439       104,148       112,044       81,388  

Servicing rights, at fair value

    780,451       349,472       447,478       412,953       530,049       340,998       223,116  

Total assets

    8,651,313       4,255,080       4,952,511       3,436,793       3,658,495       3,042,308       2,455,056  

Liabilities and unitholders’ equity

             

Warehouse and other lines of credit

    4,601,062       2,900,512       3,466,567       2,126,640       2,258,665       1,905,401       1,720,044  

Derivative liabilities, at fair value

    59,432       5,463       9,977       32,575       9,039       18,171       4,924  

Debt obligations, net

    706,478       539,384       592,095       547,893       469,357       167,327       153,581  

Total liabilities

    7,017,792       3,893,877       4,576,626       3,087,902       3,200,681       2,570,839       2,145,669  

Total redeemable units and unitholders’ equity

    1,633,521       361,203       375,885       348,891       457,814       471,469       309,387  

Total liabilities, redeemable units and unitholders’ equity

    8,651,313       4,255,080       4,952,511       3,436,793       3,658,495       3,042,308       2,455,056  

Servicing Portfolio Data:

             

Total servicing portfolio (unpaid principal balance)

  $ 77,171,998     $ 30,553,920     $ 36,336,126     $ 32,815,954     $ 46,764,869     $ 29,790,163     $ 21,065,873  

Total servicing portfolio (units)

    272,701       130,640       148,750       141,561       203,592       128,842       94,946  

 

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Key Performance Indicators

 

(Unaudited)

(Dollars in thousands)

   Nine Months Ended
September 30,
    Year Ended December 31,  
   2020     2019     2019     2018     2017  

Non-GAAP financial measures:

          

Adjusted total revenue

   $ 3,000,201     $ 938,982     $ 1,346,178     $ 1,107,661     $ 1,287,228  

Adjusted EBITDA

     1,554,172       94,507       124,005       (33,833     93,155  

Adjusted net income (loss)

     1,085,891       27,209       31,885       (80,109     30,128  

Adjusted EBITDA margin

     51.8     10.1     9.2     (3.1 )%      7.2

Adjusted net income margin

     36.2       2.9       2.4       (7.2     2.3  

Loan origination metrics:

          

Total loan originations

   $ 63,364,799     $ 29,268,054     $ 45,324,026     $ 33,039,029     $ 35,193,887  

Retail loan originations

     50,591,415       21,291,576       32,700,837       24,103,719       27,136,741  

Partner loan originations

     12,773,384       7,976,478       12,623,189       8,935,310       8,057,146  

Loan originations by purpose:

          

Purchase

   $ 18,487,155     $ 13,215,487     $ 18,513,555     $ 16,640,101     $ 14,060,472  

Refinance

     44,877,644       16,052,567       26,810,471       16,398,928       21,133,415  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total originations

   $ 63,364,799     $ 29,268,054     $ 45,324,026     $ 33,039,029     $ 35,193,887  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchase (%)

     29.2     45.2     40.8     50.4     40.0

Refinance (%)

     70.8       54.8       59.2       49.6       60.0  

Total market share—loan originations

     2.6     2.0     2.0     2.0     2.0

Gain on sale margin

     4.80     3.06     2.81     2.88     3.33

Gain on sale margin—retail

     4.96       3.67       3.39       3.62       3.87  

Gain on sale margin—partner

     3.34       1.15       1.16       1.09       1.30  

 

(Unaudited)

(Dollars in thousands)

   September 30,     December 31,  
   2020     2019     2019     2018     2017  

Servicing metrics:

          

Total servicing portfolio (unpaid principal balance)

   $ 77,171,998     $ 30,553,920     $ 36,336,126     $ 32,815,954     $ 46,764,869  

Total servicing portfolio (units)

     272,701       130,640       148,750       141,561       203,592  

60+ days delinquent ($)

   $ 2,073,862     $ 339,870     $ 383,272     $ 410,647     $ 597,811  

60+ days delinquent (%)

     2.7     1.1     1.1     1.3     1.3

Servicing rights, at fair value:

          

Fair value, net(1)

   $ 776,993     $ 346,915     $ 444,443     $ 408,989     $ 528,911  

Weighted average servicing fee

     0.31     0.35     0.35     0.33     0.30

Multiple(2)

     3.3x       3.3x       3.6x       3.9x       3.8x  

 

(1)

Amounts represent the fair value of servicing rights, net of servicing liabilities, which are included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.

(2)

Amount represents the fair value of servicing rights, net divided by the weighted average annualized servicing fee.

 

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Reconciliation of Non-GAAP Measures

To provide investors with information in addition to our results as determined by GAAP, we disclose Adjusted Total Revenue, Adjusted EBITDA and Adjusted Net Income as non-GAAP measures which management believes provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies.

We define “Adjusted Total Revenue” as total revenues, net of the change in fair value of mortgage servicing rights (“MSRs”) and the related hedging gains and losses. We define “Adjusted EBITDA” as earnings before interest expense and amortization of debt issuance costs on non-funding debt, income taxes, depreciation and amortization, change in fair value of MSRs, net of the related hedging gains and losses, change in fair value of contingent consideration and stock-based compensation expense and management fees. We define “Adjusted Net Income” as tax-effected earnings before stock-based compensation expense and the change in fair value of MSRs, net of the related hedging gains and losses, and the tax effects of those adjustments. Adjustments for income taxes are made to reflect LD Holdings historical results of operations on the basis that it was taxed as a corporation under the Internal Revenue Code, and therefore subject to U.S. federal, state and local income taxes. We exclude from each of these non-GAAP measures the change in fair value of MSRs and related hedging gains and losses as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operations. We also exclude stock compensation expense, which is a non-cash expense, and management fees as management does not consider these costs to be indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of “net interest income (expense)”, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest and amortization expense on nonfunding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA.

Adjusted Total Revenue, Adjusted EBITDA and Adjusted Net Income have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

 

   

they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

 

   

Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt;

 

   

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and

 

   

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

Because of these limitations, Adjusted Revenue, Adjusted EBITDA and Adjusted Net Income are not intended as alternatives to total revenue, net income (loss), or net income attributable to the Company or as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance. See below for reconciliation of these non-GAAP measures to their most comparable

 

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U.S. GAAP measures. Additionally, our U.S. GAAP-based measures can be found in the combined financial statements and related notes included elsewhere in this prospectus.

 

Reconciliation of Total Revenue to Adjusted Total
Revenue (Unaudited): (Dollars in thousands)

   Nine Months Ended
September 30,
    Year Ended December 31,  
   2020     2019     2019     2018     2017  

Total net revenue

   $ 3,013,780     $ 921,840     $ 1,337,131     $ 1,114,353     $ 1,272,979  

Change in fair value of servicing rights(1)

     111,751       65,316       51,639       (34,073     26,720  

Net (gains) losses from derivatives hedging servicing rights(1)

     (19,015     (23,357     (20,974     13,529       (4,539

Realized and unrealized (gains) losses from derivative assets and liabilities(2)

     (106,315     (24,817     (21,618     13,852       (7,932
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in fair value of servicing rights, net of hedging gains and losses(3)

     (13,579     17,142       9,047       (6,692     14,249
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted total revenue

   $ 3,000,201     $ 938,982     $ 1,346,178     $ 1,107,661     $ 1,287,228  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Included in change in fair value of servicing rights, net in the Company’s consolidated statements of operations.

(2)

Included in gain on origination and sale of loans, net in the Company’s consolidated statements of operations.

 

    Nine Months Ended
September 30,
    Year Ended December 31,  
    2020     2019     2019     2018     2017  

Unrealized gains from derivative assets and liabilities

  $ 519,465     $ 123,302     $ 85,679     $ (58,473   $ (4,015

Less: Unrealized gains from derivative assets and liabilities—IRLC and LHFS

    498,090       124,409       95,578       (66,150     (1,374
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized gains from derivative assets and liabilities—servicing rights

    21,375       (1,107     (9,899     7,677       (2,641

Realized losses from derivative assets and liabilities

    (372,030     (149,355     (128,634     95,063       (32,239

Less: Realized gains (losses) from derivative assets and liabilities—IRLC and LHFS

    (456,970     (175,279     (160,151     116,592       (42,812
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Realized gains (losses) from derivative assets and liabilities—servicing rights

    84,940       25,924       31,517       (21,529     10,573  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Realized and unrealized gains (losses) from derivative assets and liabilities—servicing rights

  $ 106,315     $ 24,817     $ 21,618     $ (13,852   $ 7,932  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(3)

Represents the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

 

Reconciliation of Net Income to Adjusted EBITDA
(Unaudited): (Dollars in thousands)

   Nine Months Ended
September 30,
     Year Ended December 31,  
   2020     2019      2019     2018     2017  

Net income (loss)

   $ 1,465,939     $ 18,207      $ 34,420     $ (102,869   $ 28,370  

Interest expense—non-funding debt(1)

     32,117       30,392        41,294       41,624       29,158

Income tax expense (benefit)

     1,457       288        (1,749     (475     1,436

Depreciation and amortization

     27,122       27,285        37,400       36,279       31,861

Change in fair value of servicing rights, net of hedging gains and losses(2)

     (13,579     17,142        9,047       (6,692     14,249

Change in fair value—contingent consideration

     32,650       189        2,374       (4,881     (15,731

Stock compensation expense and management fees

     8,466       1,004        1,219       3,181       3,812
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 1,554,172     $ 94,507      $ 124,005     $ (33,833   $ 93,155  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1)

Represents other interest expense, which include amortization of debt issuance costs, in the Company’s consolidated statement of operations.

(2)

Represents the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

 

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Reconciliation of Net Income to Adjusted Net Income
(Unaudited): (Dollars in thousands)

   Nine Months Ended
September 30,
    Year Ended December 31,  
   2020     2019     2019     2018     2017  

Net income (loss)

   $ 1,465,939     $ 18,207     $ 34,420     $ (102,869   $ 28,370  

Income tax expense (benefit)

     1,457       288       (1,749     (475     1,436
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before taxes (benefit)

     1,467,396       18,495       32,671       (103,344     29,806

Adjustments to income taxes (benefit)(1)

     377,708       4,761       8,410       (25,867     11,046
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Tax-effected net income (loss)(1)

     1,089,688       13,734       24,261       (77,477     18,760

Change in fair value of servicing rights, net of hedging gains and losses(2)

     (13,579     17,142       9,047       (6,692     14,249

Stock compensation expense and management fees

     8,466       1,004       1,219       3,181       3,812

Tax effect of adjustments(3)

     1,316       (4,671     (2,642     879       (6,693
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income (loss)

   $ 1,085,891     $ 27,209     $ 31,885     $ (80,109   $ 30,128  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

loanDepot, Inc. is subject to federal, state and local income taxes. Adjustments to income tax (benefit) reflects the effective income tax rates below:

(2)

Amounts represent the change in the fair value of servicing rights attributable to changes in assumptions, net of hedging gains and losses.

(3)

Amounts represent the income tax effect of (a) change in fair value of servicing rights, net of hedging gains and losses and (b) stock compensation expense and management fees at the aforementioned effective income tax rates.

 

     Nine Months Ended
September 30,
    Year Ended December 31,  
     2020     2019     2019     2018     2017  

Statutory U.S. federal income tax rate

     21.00     21.00     21.00     21.00     35.00

State and local income taxes (net of federal benefit)

     4.74       4.74       4.74       4.03       2.06  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effective income tax rate

     25.74     25.74     25.74     25.03     37.06
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The unaudited pro forma consolidated balance sheet as of September 30, 2020 and the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2020 and the year ended December 31, 2019 present our financial position and results of operations after giving pro forma effect to:

 

   

The Reorganization Transactions and Offering Transactions as if such transactions occurred on September 30, 2020 for the unaudited pro forma consolidated balance sheet and on January 1, 2019 for the unaudited pro forma consolidated statements of operations;

 

   

The effects of the tax receivable agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement;”

 

   

A provision for corporate income taxes on the income attributable to the Issuer at a tax rate of 25.74% inclusive of all U.S. federal, state and local income taxes;

 

   

Certain dividends declared and paid by the Company’s subsidiaries subsequent to the balance sheet date.

The unaudited pro forma consolidated financial statements have been prepared on the basis that we will be taxed as a corporation for U.S. federal and state income tax purposes and, accordingly, will become a taxpaying entity subject to U.S. federal, state and Canadian income taxes. The presentation of the unaudited pro forma consolidated financial information is prepared in conformity with Article 11 of Regulation S-X and is based on currently available information and certain estimates and assumptions. The Company has early-adopted the final amendments to Article 11. The unaudited pro forma consolidated financial information has been adjusted to give effect to events that are (i) directly attributable to the transactions, (ii) factually supportable and (iii) with respect to the statements of operations, expected to have a continuing impact on the results of operations. See the accompanying notes to the Unaudited Pro Forma Consolidated Financial Information for a discussion of assumptions made.

The unaudited pro forma consolidated financial statements are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated above or that could be achieved in the future. The unaudited pro forma consolidated financial information also does not give effect to the potential impact of any anticipated synergies, operating efficiencies or cost savings that may result from the transactions or any integration costs that do not have a continuing impact. Future results may vary significantly from the results reflected in the unaudited pro forma consolidated statements of operations and should not be relied on as an indication of our results after the consummation of this offering and the other transactions contemplated by such unaudited pro forma consolidated financial statements. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial statements.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, director fees, fees to comply with the reporting requirements of the SEC, transfer agent fees, hiring of additional accounting, legal and administrative personnel, increased auditing and legal fees and similar expenses. We have not included any pro forma adjustments relating to these costs.

 

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UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF SEPTEMBER 30, 2020