Happen, Inc 8-K, filed Jan 19, 2021
Happen, Inc. (HAPN)
8-K
2021-01-19
For: 2021-01-15
View Original
Added on
April 11, 2026
About this 8-K
Happen, Inc filed this 8-K on January 19, 2021, reporting on events of January 15, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
| CURRENT REPORT | ||
| Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | ||
Date of Report (Date of earliest event reported): January 15, 2021
| (Exact name of registrant as specified in its charter) | ||
Commission File Number: 001-36771
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices and zip code) | ||||||||||||||
Registrant’s telephone number, including area code: (415) 632-5600
Former name or former address, if changed since last report: N/A
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| 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 13(a) of the Exchange Act. | ☐ | ||||
| Item 1.01 | Entry into a Material Definitive Agreement | |||||||
Acquisition of Radius – Update
On February 18, 2020, LendingClub Corporation (“LendingClub” or the “Company”) and Radius Bancorp, Inc. (“Radius”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among LendingClub, a wholly owned-subsidiary of LendingClub and Radius, pursuant to which LendingClub agreed to acquire Radius and thereby acquire its wholly-owned subsidiary, Radius Bank (the “Merger”). Among other things, completion of the Merger is subject to receipt of required bank regulatory approvals, along with the satisfaction or waiver of customary closing conditions.
On January 15, 2021, the Federal Reserve Bank of San Francisco, acting under authority delegated by the Board of Governors of the Federal Reserve System, provided its approval of the applicable portions of the Core Transactions (as such term is defined in the Merger Agreement). Previously on December 30, 2020, the Office of the Comptroller of the Currency provided its approval of the applicable portions of the Core Transactions. The Merger now has requisite approval from the federal bank regulators and LendingClub currently anticipates closing the Merger on or around February 1, 2021, subject to the satisfaction or waiver of the remaining customary closing conditions.
On January 19, 2021, the Company issued a press release announcing the federal bank regulator approvals. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in response to this Item by reference thereto.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |||||||
Appointment of Allan Landon, Erin Selleck and Thomas Casey
On January 18, 2021, the Company’s Board of Directors (the “Board”), subject to and effective upon the closing of the Merger, increased the size of the Board to ten members and appointed: (i) Allan Landon, age 72, to the Board as a Class I director who will serve until the Company’s 2021 annual meeting of stockholders, or until his successor is duly elected and qualified, (ii) Erin Selleck, age 64, to the Board as a Class II director who will serve until the Company’s 2022 annual meeting of stockholders, or until her successor is duly elected and qualified and (iii) Thomas Casey (the Company’s chief financial officer), age 58, to the Board as a Class III director who will serve until the Company’s 2023 annual meeting of stockholders, or until his successor is duly elected and qualified. Subject to and effective upon the closing of the Merger, Mr. Landon was also appointed as a member of the Audit Committee, the Compensation Committee and the to be newly formed Credit Risk and Finance Committee; and Ms. Selleck was also appointed as a member of the Audit Committee, the Risk Committee (to be renamed the Operational Risk Committee) and the to be newly formed Credit Risk and Finance Committee.
In connection with joining the Board, Mr. Landon and Ms. Selleck will receive a pro rata portion of the annual cash retainer and a grant of restricted stock units, in accordance with the Company’s non-employee director compensation policy as described in the Company’s 2020 proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2020, with the exception that $1,000 of the restricted stock units granted to each of Mr. Landon and Ms. Selleck upon joining the Board will immediately vest in order to facilitate Mr. Landon’s and Ms. Selleck’s compliance with certain stock ownership requirements under applicable law. Mr. Casey, as an employee director, will not receive additional compensation for his Board service.
The Company expects to enter into its standard form of indemnity agreement with each of Mr. Landon and Ms. Selleck, a copy of which was filed as Exhibit 10.1 to the Company’s Form S-1/A filed with the SEC on December 1, 2014 and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Casey, Mr. Landon and Ms. Selleck and any other persons pursuant to which either was appointed to the Board. There are also no family relationships between Mr. Casey, Mr. Landon or Ms. Selleck and any director or executive officer of the Company and neither has any
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On January 19, 2021, the Company issued a press release announcing the changes to the membership of the Board. This press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated in response to this Item by reference thereto.
Resignation of Daniel Ciporin, Kenneth Denman and Simon Williams
In connection with the anticipated closing of the Merger, on January 16, 2021, each of Daniel Ciporin, Kenneth Denman and Simon Williams notified the Company of his intention to resign from the Board and all committees of the Board.
The resignation of Messrs. Ciporin and Denman will be effective as of the closing of the Merger and the resignation of Mr. Williams will be effective as of the date of the Company’s 2021 annual meeting of stockholders.
Mr. Ciporin is currently chair of the Compensation Committee and a member of the Risk Committee. Mr. Denman is currently a member of each of the Audit Committee and Compensation Committee. Mr. Williams is currently chair of the Audit Committee and a member of the Risk Committee.
Each of Messrs. Ciporin, Denman and Williams have served on the Board for a number of years and have provided invaluable support and expertise to the Company and its bank charter initiative; however, each has decided to pursue other interests and opportunities as the Company completes the milestone of acquiring Radius and begins operating as a bank holding company. None of Messrs. Ciporin, Denman or Williams’ decisions to resign from the Board were as a result of any disagreement with the Company.
Forward-Looking Statements
Some of the statements above, including statements regarding the closing of the Merger and the membership of the Company’s Board are “forward-looking statements.” The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “project,” “will,” “would” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements including satisfying all the closing conditions set forth in the Merger Agreement and those factors set forth in the section titled “Risk Factors” in LendingClub’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, each as filed with the SEC, as well as LendingClub’s subsequent reports on Form 10-Q and 10-K each as filed with the SEC. LendingClub may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. LendingClub does not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Item 9.01 | Financial Statements and Exhibits | |||||||
| (d) | Exhibits | |||||||
| Exhibit Number | Exhibit Title or Description | |||||||
| 104 | Cover Page Interactive Data File (Cover page XBRL tags are embedded within the Inline XBRL document) | |||||||
SIGNATURE(S)
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LendingClub Corporation | |||||||||||
| Date: | January 19, 2021 | By: | /s/ Brandon Pace | ||||||||
| Brandon Pace | |||||||||||
| Chief Administrative Officer and Corporate Secretary | |||||||||||
| (duly authorized officer) | |||||||||||
EXHIBIT 99.1
LendingClub Receives Regulatory Approvals to Acquire Radius Bancorp
Watershed moment for the industry will create the first public U.S. neobank poised to reimagine banking for everyday Americans
SAN FRANCISCO, January 19, 2021 -- LendingClub Corporation (NYSE:LC), America's leading online lending marketplace connecting borrowers and investors, today announced that it has now received all the bank regulatory approvals necessary to complete its acquisition of digital bank Radius Bancorp (“Radius”). The company expects the acquisition to close on or around February 1, 2021, subject to completion or waiver of the remaining customary closing conditions.
“This is a transformative acquisition for the company and a watershed moment for the industry as we become the only full-spectrum fintech marketplace bank in the U.S.,” said Scott Sanborn, CEO of LendingClub. “The customer benefits of this acquisition are even clearer now that COVID has accelerated Americans’ move to digital banking. As the only full-spectrum fintech marketplace bank, LendingClub will be able to use our technology and data-driven platform to provide new products and services to our millions of members that will help them both pay less when borrowing and earn more when saving. By combining with Radius, we will create a category-defining experience that will also dramatically enhance the resilience and earnings trajectory of our business.”
Radius is a leading online bank with $2.4 billion in assets and $1.7 billion in deposits. Along with being voted Best Online Bank 2020 by Bankrate, Radius has received recognition for its award-winning, branchless digital banking platform that uses state-of-the-art technology to provide a superior banking experience for consumers and small businesses. Its platform allows consumers to open accounts in under three minutes and provides convenient features such as early direct deposit, cash back rewards, bill pay, and access to a financial tools marketplace and personal financial management dashboard. Radius also provides open APIs to offer white label "banking-as-a-service" (BaaS) functionality including checking accounts, digital onboarding and account management to leading fintech companies. In addition, Radius offers deposit, treasury management and lending options for small to medium size businesses and commercial entities, including unions, municipalities, and non-profit organizations.
LendingClub continues to revolutionize the personal loan experience and build on its category-leader position in the fastest growing segment of consumer credit. Driven by a fast and frictionless digital experience, LendingClub has facilitated more than $60 billion in loans since launch. With a 14-year proven record of credit experience and data, the company has now helped more than 3 million mainstream Americans improve their financial health by saving money versus their higher interest credit card debt.
Once completed, the acquisition will combine the strengths of these two digital innovators with complementary businesses to create the first public U.S. neobank, with a digital-first branchless approach to banking that will help even more Americans improve their financial well-being, while also
EXHIBIT 99.1
accelerating revenue growth and lowering funding costs for the company. Compelling strategic and financial benefits of the acquisition also include:
•Growing LendingClub’s member base through a broader set of product offerings, including deposits, that will also leverage the strength of LendingClub's technology platform and marketing capabilities.
•Deepening customer relationships and generating additional data to add to its market-leading data sets to continually refine the bank’s underwriting algorithms.
•Significantly enhancing the company’s earnings power while diversifying revenue sources.
LendingClub will provide additional details on the Radius acquisition when it reports earnings for the fourth quarter and full year 2020.
About LendingClub
After completing the acquisition of Radius Bancorp, LendingClub Corporation (NYSE: LC) will be the parent company of LendingClub Bank, National Association, Member FDIC, and the only full-spectrum fintech marketplace bank. Members can gain access to a broad range of financial products and services through a technology-driven platform, designed to help them pay less when borrowing and earn more when saving. Since 2007, more than 3 million members have joined the Club to help reach their financial goals. For more information about LendingClub, visit https://www.lendingclub.com.
Safe Harbor Statement
Some of the statements above, including statements regarding our ability to close the pending transaction with Radius, the timing and ability to realize certain financial and strategic benefits from the transaction, and future products and services, are "forward-looking statements." The words "anticipate," "believe," "estimate," "expect," "intend," "may," "outlook," "plan," "predict," "project," "will," "would" and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include whether all the closing conditions of the pending acquisition of Radius are satisfied, our ability to realize the anticipated benefits of the transaction with Radius and those factors set forth in the section titled "Risk Factors" in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, each as filed with the Securities and Exchange Commission, as well as our subsequent filings made with the Securities and Exchange Commission, including subsequent reports on Form 10-Q and 10-K. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Information in this press release is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction
Media and Investor Contacts
For Investors: IR@lendingclub.com
Media Contact: Press@lendingclub.com
EXHIBIT 99.2
LendingClub Announces Transformation of its Board of Directors
SAN FRANCISCO, January 19, 2021 – LendingClub Corporation (NYSE: LC), America's leading online lending marketplace connecting borrowers and investors, today announced that Al Landon, Erin Selleck and LendingClub's chief financial officer, Tom Casey, will join as the newest members of its Board of Directors at the completion of the acquisition of digital bank Radius Bancorp ("Radius"), which the company expects to occur on or around February 1, 2021, subject to completion or waiver of the remaining customary closing conditions.
Simultaneously, Dan Ciporin, former general partner at Canaan Partners, and Ken Denman, former president & chief executive officer of Emotient, have decided to resign from LendingClub's Board of Directors, each effective at the completion of the acquisition of Radius.
In addition, Simon Williams has decided that he will step down at the conclusion of LendingClub's 2021 annual stockholders meeting. With this decision Simon, who is a veteran financial services and fintech exec, is completing a long and dedicated service and leadership term with LendingClub that began in 2009.
The board transformation comes as LendingClub has received all the bank regulatory approvals necessary to complete its acquisition of Radius and become the first U.S. public neobank, poised to reimagine banking for everyday Americans.
"We were looking for new board members with the expertise and insights that will support us as we transform the company and embark on our next chapter of growth. We are excited to welcome Al and Erin to the board given their demonstrated success and wealth of experience in the financial services industry," said Scott Sanborn, LendingClub's CEO. "With Dan, Ken and Simon wrapping up their board tenure, I'd like to thank them personally for their support and belief in our mission to empower members on their path to financial success. I am extremely grateful for their commitment, guidance and partnership as we transformed LendingClub and wish them each well on their next endeavors."
Long-serving board member Mr. Ciporin added, "For more than 13 years I have been part of the LendingClub journey from a small startup to today's publicly traded industry leader, helping millions of customers seamlessly access lower cost credit. I can't wait to see what this team does next."
Mr. Landon is an investor, advisor and director of start-up businesses with over 30-years of experience in the financial services industry. Currently, Mr. Landon is the assistant dean and adjunct professor at the David Eccles School of Business at the University of Utah. He is also a member of the National Board of the Smithsonian Institution and the PBS Foundation in Washington, D.C., serves as vice chair of the Utah Museum of Fine Arts and is a member of the advisory board of PBS Utah. Previously, he served on the board of several financial institutions, including State Farm Insurance. He also held prominent roles as chairman and CEO of Bank of Hawaii and served as a partner with Ernst & Young. In January 2015, President Obama nominated Landon to serve on the Board of Governors of the Federal Reserve System. Mr. Landon will serve on LendingClub's Audit, Credit Risk and Finance, and Compensation Committees.
"Now that the company is becoming a bank holding company, they can build on LendingClub's credit and data expertise to develop new capabilities that seamlessly blend savings and credit – transforming the experience for our customers," said Mr. Landon. "I'm looking forward to sharing my experience as LendingClub continues to innovate on behalf of our members."
Ms. Selleck is an experienced financial executive, advisor, and corporate director who is a current member of the Board of Directors of Broadway Financial Corp and its subsidiary, Broadway Federal Bank, where she serves as chair of the Audit Committee, and member of the Risk/Compliance and Loan Committees. Prior to becoming a director and advisor, Ms. Selleck had a successful 30-year career in the financial services industry and served as the senior executive vice president and treasurer for Union
EXHIBIT 99.2
Bank, a top-25 U. S. bank and a key subsidiary of Japan's Mitsubishi UFJ Financial Group (MUFG), one of the world's largest financial organizations. Ms. Selleck will serve on LendingClub's Audit, Credit Risk and Finance, and Operational Risk Committees.
"What drew me to LendingClub is its unique business model and its intent to help people reach their financial goals, which will only be enhanced as it becomes a bank holding company," said Ms. Selleck. "I'm excited to provide my expertise to help improve the financial health of all Americans."
The appointment of Ms. Selleck, Mr. Landon and Mr. Casey signals a new era for the company as it embarks on its journey to offer a broad range of financial products and services through a technology and data-driven platform, designed to help Americans pay less when borrowing and earn more when saving.
About LendingClub
After completing the acquisition of Radius Bancorp, LendingClub Corporation (NYSE: LC) will be the parent company of LendingClub Bank, National Association, Member FDIC, and the only full-spectrum fintech marketplace bank. Members can gain access to a broad range of financial products and services through a technology-driven platform, designed to help them pay less when borrowing and earn more when saving. Since 2007, more than 3 million members have joined the Club to help reach their financial goals. For more information about LendingClub, visit https://www.lendingclub.com.
Safe Harbor Statement
Some of the statements above, including statements regarding our ability to close the pending transaction with Radius timing of closing, the benefits of the transaction, and future products and services, are "forward-looking statements." The words "anticipate," "believe," "estimate," "expect," "intend," "may," "outlook," "plan," "predict," "project," "will," "would" and similar expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Factors that could cause actual results to differ materially from those contemplated by these forward-looking statements include whether all the closing conditions of the pending acquisition of Radius are satisfied, our ability to realize the anticipated benefits of the transaction with Radius and those factors set forth in the section titled "Risk Factors" in our most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K, each as filed with the Securities and Exchange Commission, as well as our subsequent filings made with the Securities and Exchange Commission, including subsequent reports on Form 10-Q and 10-K. We may not actually achieve the plans, intentions or expectations disclosed in forward-looking statements, and you should not place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in forward-looking statements. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Information in this press release is not an offer to sell securities or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Media and Investor Contacts
For Investors: IR@lendingclub.com
Media Contact: Press@lendingclub.com