Delaware (State or other jurisdiction of incorporation or organization) | 85-3948939 (I.R.S. Employer Identification Number) | ||
Large accelerated filer | ☐ | Accelerated filer | ☒ | ||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | ||||||
Emerging growth company | ☐ | ||||||||
• | “Holdings LLC Agreement” means the Fourth Amended and Restated Limited Liability Company Agreement of LD Holdings, as may be amended and/or restated from time to time; |
• | “Hsieh Stockholders” means Anthony Hsieh and his affiliates, including the Hsieh Selling Stockholders; |
• | “Hsieh Selling Stockholders” means Anthony Hsieh and the following of his affiliates: The JLSSAA Trust (“JLSSAA”), JLSA, LLC (“JLSA”), Trilogy Mortgage Holdings, Inc. (“TMH”), Trilogy Management Investors Six, LLC (“TMI 6”), Trilogy Management Investors Seven, LLC (“TMI 7”), and Trilogy Management Investors Eight, LLC (“TMI 8”); |
• | “Holdco Units” means units of LD Holdings; |
• | “LD Holdings” means LD Holdings Group LLC; |
• | “loanDepot,” the “Company,” “we,” “us,” “our” and “ours” refer to loanDepot, Inc. and its consolidated subsidiaries; |
• | “Parthenon Stockholders” means PCP Managers GP, LLC and its affiliates, including the Parthenon Selling Stockholders; |
• | “Parthenon Selling Stockholders” means PCP Managers, L.P., Parthenon Investors III, L.P., PCap Partners III, LLC, Parthenon Investors IV, L.P., PCP Partners IV, L.P., Parthenon Capital Partners Fund, L.P. and Parthenon Capital Partners Fund II, L.P.; and |
• | “Selling Stockholders” means the Hsieh Selling Stockholders, the Parthenon Selling Stockholders or other person who holds securities registered for resale pursuant to this prospectus. |
• | our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 15, 2024; |
• | the information responsive to part III of our Annual Report on Form 10-K for the year ended December 31, 2023, provided in our Definitive Proxy Statement on Schedule 14A filed with the SEC on April 19, 2024; |
• | our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, filed with the SEC on May 9, 2024 and June 30, 2024, filed with the SEC on August 8, 2024; |
• | our Current Reports on Form 8-K filed with the SEC on January 3, 2024, January 8, 2024, January 19, 2024, January 22, 2024, January 31, 2024, February 27, 2024, April 22, 2024, May 21, 2024, June 5, 2024, June 11, 2024, June 20, 2024, June 24, 2024, July 30, 2024, September 24, 2024 and September 30, 2024; and |
• | the description of our Class A Common Stock contained in the Registration Statement on Form 8-A filed on February 3, 2021, as updated by Exhibit 4.5 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 18, 2022, and as subsequently amended or updated. |
• | our ability to achieve some or all of the expected benefits of our Vision 2025 plan, which will depend on our ability to maintain an operating platform and management system sufficient to conduct our business, and our initiatives; |
• | significant decrease of our loan production volume as a result of certain market factors; |
• | failure for our new products, services, enhancements or expansions to achieve sufficient market acceptance or result in anticipated efficiencies and revenues; |
• | our ability to successfully adapt to and implement technological changes; |
• | our ability to promote and maintain our brands in a cost-effective manner; |
• | our reliance on warehouse lines of credit and other sources of capital and liquidity to meet the financing requirements of our business; |
• | our ability to mitigate our risks associated with changes in interest rates through our hedging strategy; |
• | increased operational and compliance costs of in-house servicing of loans relating to complying with regulatory requirements or otherwise; |
• | cyberattacks, information or security breaches and technology disruptions or failures, of ours or of our third-party vendors; |
• | the outcome of legal proceedings to which we are a party; |
• | our dependence on macroeconomic and U.S. residential real estate market conditions, including interest rates levels; and |
• | changing federal, state and local laws, as well as changing regulatory enforcement policies and priorities. |
• | provide for a multi-class structure with high vote/low vote until the applicable sunset; |
• | 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; |
• | limit the ability of stockholders to remove directors by requiring that removal be “for cause”; |
• | make it more difficult for a person who would be an “interested stockholder” 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 66 2⁄3% of the outstanding shares of our voting common stock to amend the amended and restated bylaws and certain provisions of our A&R Charter. |
Securities Owned Before the Offering(1)(2) | Securities Owned After the Offering(1)(2) | ||||||||||||||||||||||||||
Selling stockholders: | Class A Common Stock | Class C Common Stock | Class D Common Stock | Combined Voting Power | Shares of Class A Common Stock that may be sold hereby | Class A Common Stock | Class C Common Stock | Class D Common Stock | Combined Voting Power | ||||||||||||||||||
Hsieh Selling Stockholders(3) | 3,515,679(4) | 133,601,940(5) | — | 53.2%(4)(5) | 137,117,629(4)(5) | — | — | — | — | ||||||||||||||||||
PCP Managers, L.P.(6) | 471,518(7) | 3,388,886 | — | 1.4%(7) | 3,860,404(7) | — | — | — | — | ||||||||||||||||||
Parthenon Investors III, L.P.(6) | — | — | 86,690,107 | 34.3% | 86,690,107 | — | — | — | — | ||||||||||||||||||
PCap Partners III, LLC(6) | 1,843,791 | — | 2,884,583 | 1.3% | 4,728,374 | — | — | — | — | ||||||||||||||||||
Parthenon Investors IV, L.P.(6) | — | — | 7,207,594 | 2.9% | 7,207,594 | — | — | — | — | ||||||||||||||||||
PCP Partners IV, L.P.(6) | 156,209 | — | 244,387 | * | 400,596 | ||||||||||||||||||||||
Parthenon Capital Partners Fund, L.P.(6) | 1,657,560 | — | * | 1,657,560 | — | — | — | — | |||||||||||||||||||
Parthenon Capital Partners Fund II, L.P.(6) | 137,853 | — | — | * | 137,853 | — | — | — | — | ||||||||||||||||||
* | Represents less than 1%. |
(1) | Each holder of Class C Common Stock and Class D Common Stock is entitled to five votes per share and each holder of Class A Common Stock and Class B Common Stock is entitled to one vote per share on all matters submitted to our stockholders for a vote. Our Class B Common Stock and Class C Common Stock do not have any of the economic rights (including rights to dividends and distributions upon liquidation) associated with our Class A Common Stock and Class D Common Stock. |
(2) | Percentage of voting power represents voting power with respect to all shares of our Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock voting together as a single class (subject to class-specific weightings). |
(3) | Mr. Hsieh founded the Company and has served as Chair of the Board since February 2021. Mr. Hsieh served as Executive Chairman from April 2022 to February 2023, as CEO from February 2021 to April 2022, and as the Chair and CEO of the Company’s affiliate, loanDepot.com, LLC, between December 2009 (when the business was formed) until April 2022. As described in further detail in “Description of Capital Stock” below, Mr. Hsieh and the Hsieh Stockholders, including the Hsieh Selling Stockholders, are party to the RRA, the Holdings LLC Agreement and the Stockholders Agreement (as defined below). Mr. Hsieh and the Hsieh Stockholders are also party to a settlement and cooperation agreement dated as of April 4, 2024. Mr. Hsieh is further party to a settlement agreement and release, dated April 4, 2023 and the Tax Receivable Agreement, which provides for the payment by the Company of certain tax benefits, if any, that the Company realizes or is deemed to realize in certain circumstances. |
(4) | Class A Common Stock owned before the offering and Class A Common Stock that may be sold hereby include 119,071 shares of Class A Common Stock held by Anthony Hsieh, including 45,290 shares of Class A Common Stock issuable upon vesting and settlement of RSUs held by Anthony Hsieh. The RSUs are scheduled to vest ratably on November 30, 2024, February 28, 2025 and May 31, 2025. Combined Voting Power before the offering includes 15,096 shares of Class A Common Stock underlying the RSUs scheduled to vest on November 30, 2024, which is within 60 days of October 9, 2024, but not the remaining RSUs scheduled to vest on February 28, 2025 and May 31, 2025. Class A Common Stock owned before the offering and Class A Common Stock that may be sold hereby also include 3,396,608 shares of Class A Common Stock held by JLSSAA. The address for the foregoing persons is c/o Anthony Hsieh, 6561 Irvine Center Drive, Irvine, California 92618. |
(5) | Consists of Class C Common Stock held by the Hsieh Selling Stockholders as of October 9, 2024 and in the following amounts: (i) 3,114,521 shares of Class C Common Stock held by JLSSAA; (ii) 4,310,497 shares of Class C Common Stock held by JLSA; (iii) 48,945,633 shares of Class C Common Stock held by TMH; (iv) 69,611,735 shares of Class C Common Stock held by TMI 6; (v) 7,154,458 shares of Class C Common Stock held by TMI 7 and (vi) 465,096 shares of Class C Common Stock held by TMI 8. Mr. Hsieh is deemed to have beneficial ownership over (within the meaning of Rule 13d-3 under the Exchange Act) all securities held by the Hsieh Selling Stockholders. Anthony Hsieh only holds a pecuniary interest in the shares held by JLSSAA, JLSA, TMH and 66,404,880 of the Class C shares held by TMI 6. The address for the foregoing persons is c/o Anthony Hsieh, 6561 Irvine Center Drive, Irvine, California 92618. |
(6) | This information is based on the latest information available to the Company. PCP Managers GP, LLC is the general partner of PCP Managers, L.P., a registered investment adviser under the Investment Advisers Act of 1940, as amended. PCP Managers, L.P. is the managing member of PCap Partners III, LLC, which is the general partner of Parthenon Investors III, L.P. PCP Managers, L.P. is also the general partner of PCP Partners IV, L.P., which is the general partner of Parthenon Investors IV, L.P. PCP Managers, L.P. is also the general partner of Parthenon Capital Partners Fund, L.P. and Parthenon Capital Partners Fund II, L.P. David J. Ament, Brian P. Golson and William C. Kessinger are the managing members of PCP Managers GP, LLC. Each of the above listed persons may be deemed to |
(7) | Class A Common Stock owned before the offering and Class A Common Stock that may be sold hereby include 90,580 shares of Class A Common Stock issuable upon vesting and settlement of RSUs held in the name of PCP Managers GP, LLC for the benefit of PCP Managers, L.P. The RSUs are scheduled to vest ratably on November 30, 2024, February 28, 2025 and May 31, 2025. Combined Voting Power before the offering includes 30,192 shares of Class A Common Stock underlying the RSUs scheduled to vest on November 30, 2024, which is within 60 days of October 9, 2024, but not the remaining RSUs scheduled to vest on February 28, 2025 and May 31, 2025. |
• | the provision requiring a 66 2/3% supermajority vote for stockholders to amend our amended and restated bylaws and provisions relating to amendments of our A&R Charter; |
• | the provisions providing for a classified board of directors (the range of the size of the board, election and term of our directors); |
• | the provisions regarding resignation and removal of directors; |
• | the provisions regarding competition and corporate opportunities; |
• | the provisions regarding entering into business combinations with interested stockholders; |
• | the provisions regarding stockholder action by written consent; |
• | the provisions regarding calling special meetings of stockholders; |
• | the provisions regarding filling vacancies on our board of directors and newly created directorships; |
• | the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and |
• | the provision regarding forum selection. |
• | prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or |
• | at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 2/3% of our outstanding voting stock that is not owned by the interested stockholder. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | one or more underwritten offerings; |
• | block trades in which the broker-dealer will attempt to sell the shares of Class A Common Stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its own account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | distributions to their members, partners or shareholders; |
• | short sales effected after the date of the registration statement of which this prospectus is a part is declared effective by the SEC; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; |
• | directly to one or more purchasers; |
• | through agents; |
• | broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares of Class A Common Stock at a stipulated price per share; |
• | through loans or pledges of the shares, including to a broker-dealer or an affiliate thereof; |
• | through trading plans entered into by a Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act or similar arrangements; |
• | a combination of any such methods of sale; and |
• | any other method permitted pursuant to applicable law. |
Item 14. | Other Expenses of Issuance and Distribution. |
Type | Amount | ||
SEC registration fee | $76,630.56 | ||
Printing expenses | (1) | ||
Legal fees and expenses | (1) | ||
Accounting fees and expenses | (1) | ||
Transfer agent fees and expenses | (1) | ||
Miscellaneous expenses | (1) | ||
Total | $(1) | ||
(1) | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth the estimated aggregate amount of expenses payable with respect to any offering of securities. |
Item 15. | Indemnification of Directors and Officers. |
• | The registrant shall indemnify its directors and officers for serving the registrant in those capacities or for serving other business enterprises at the registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. |
• | The registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. |
• | The registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. |
• | The registrant is not obligated pursuant to the bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the registrant’s board of directors or brought to enforce a right to indemnification. |
• | The rights conferred in the bylaws are not exclusive, and the registrant is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons. |
• | The registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees and agents. |
Item 16. | Exhibits. |
Exhibit No. | Description | Incorporation by Reference | ||||
1.1 | Form of Underwriting Agreement* | |||||
Amended and Restated Certificate of Incorporation | Incorporated by reference to Exhibit 3.1 to the Company’ current report on Form 8-K filed on February 16, 2021 | |||||
Amended and Restated By-Laws | Incorporated by reference to Exhibit 3.1 to the Company’ current report on Form 8-K filed on November 15, 2022 | |||||
Fourth Amended and Restated Limited Liability Company Agreement of LD Holdings, LLC, dated as of February 11, 2021, by and among LD Holdings Group LLC and the other parties thereto | Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed February 16, 2021 | |||||
Registration Rights Agreement, dated February 16, 2021, by and among loanDepot, Inc., LD Holdings Group LLC and certain holders identified therein | Incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 16, 2021 | |||||
Stockholders Agreement, dated as of February 16, 2021, by and among loanDepot, Inc., Parthenon Investors III, L.P., PCap Associates, Parthenon Capital Partners Fund, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund II, L.P. PCP Managers, L.P., The JLSSAA, Trust established September 4, 2014, JLSA, LLC, Trilogy Mortgage Holdings, Inc., Trilogy Management Investors Six, LLC, Trilogy Management Investors Seven, LLC and Trilogy Management Investors Eight, LLC | Incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 16, 2021 | |||||
Amended and Restated Stockholders Agreement, dated April 21, 2022, by and among loanDepot, Inc., Parthenon Investors III, L.P., PCap Associates, Parthenon Capital Partners Fund, L.P., Parthenon Investors IV, L.P., Parthenon Capital Partners Fund II, L.P. PCP Managers, L.P., The JLSSAA, Trust established September 4, 2014, JLSA, LLC, Trilogy Mortgage Holdings, Inc., Trilogy Management Investors Six, LLC, Trilogy Management Investors Seven, LLC and Trilogy Management Investors Eight, LLC | Incorporated by reference to Exhibit 10.10 to Form 10-Q filed on May 13, 2022 | |||||
Tax Receivable Agreement, dated as of February 16, 2021, by and among loanDepot, Inc., LD Holdings Group LLC and the other parties thereto | Incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on February 16, 2021 | |||||
Opinion of Gibson, Dunn & Crutcher LLP | ||||||
Consent of Ernst & Young LLP, independent registered public accounting firm | ||||||
Consent of Gibson, Dunn & Crutcher LLP (included as part of Exhibit 5.1) | ||||||
Power of Attorney (included on the signature page of this Registration Statement) | ||||||
Filing Fee Table | ||||||
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference herein. |
Item 17. | Undertakings. |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§ 230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to |
(6) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
LOANDEPOT, INC. | ||||||
By: | /s/ Frank Martell | |||||
Name: | Frank Martell | |||||
Title: | President and Chief Executive Officer | |||||
Signature | Title | Date | ||||
/s/ Frank Martell | President and Chief Executive Officer and Director (Principal Executive Officer) | October 11, 2024 | ||||
Frank Martell | ||||||
/s/ David Hayes | Chief Financial Officer (Principal Financial Officer) | October 11, 2024 | ||||
David Hayes | ||||||
/s/ Darren Graeler | Chief Accounting Officer (Principal Accounting Officer) | October 11, 2024 | ||||
Darren Graeler | ||||||
/s/ Anthony Hsieh | Chairman and Director | October 11, 2024 | ||||
Anthony Hsieh | ||||||
/s/ Andrew C. Dodson | Director | October 11, 2024 | ||||
Andrew C. Dodson | ||||||
/s/ Brian P. Golson | Director | October 11, 2024 | ||||
Brian P. Golson | ||||||
/s/ John Lee | Director | October 11, 2024 | ||||
John Lee | ||||||
/s/ Dawn Lepore | Director | October 11, 2024 | ||||
Dawn Lepore | ||||||
/s/ Steve Ozonian | Director | October 11, 2024 | ||||
Steve Ozonian | ||||||
/s/ Pamela Hughes Patenaude | Director | October 11, 2024 | ||||
Pamela Hughes Patenaude | ||||||