2008 and 2011 S-1s and other docs

[AmCap]

I found myself w/ some free time today, so I took some time comparing the Registration Statement LC filed in 2008 with the one currently in effect, filed in 2011 and amended from time to time.  I thought I would start a topic to post anything interesting or unusual that I found. 

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I've noticed some confusion as to exactly which document does what.  The docs that are going to be important to you as investors are as follows:

The Prospectus:  The prospectus is the disclosure document that discloses all material information about the member payment dependent notes ("Notes").  Generally, a prospectus must be made available to the potential buyer of any securities by the '33 Act.

The Registration Statement (S-1):  The Registration Statement is the document that registers the Notes with the SEC.  The Registration Statement is also required by the '33 Act, and for the most part contains the same information that the Prospectus contains.  There are some differences between the two however.  There are different standards of liability and damages for material misrepresentations in a prospectus and a registration statement; generally the standards for a registration statement is stricter (that is, harder on the issuer (Lending Club)) than the standards for a prospectus.  Also, a registration statement contains information that might not be required in a prospectus.

The Indenture:  The Indenture (which is a document that I think receives far too little attention) is the legal contract between the issuer (Lending Club) and the holders (investors) of the Notes.  The Indenture is incorporated by reference in the Investor Agreement.  The difference between the Indenture and the previous two documents is key: the indenture is the document that governs the legal rights between the investors and LC.  The Registration Statement and the Prospectus are disclosure documents; although material misrepresentations do create liability, they do not themselves create any contractual obligations between investors and LC.

Probably you'll care about the Investor Agreement too, but it really just seems to incorporate the Indenture.

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Since I am a tax guy, I thought I'd first post about something near and dear to my heart: the tax consequences of the Notes!  In 2008, the secondary market for the Notes had yet to be developed, so the Registration Statement had no discussion on the tax treatment of Notes that were bought or sold on the secondary market.  The 2011 S-1 adds the following language (summary below for the TLDR people):

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[Lloigor]

Thanks, I found it educational.  I'm rather dreading the tax season this year because this is my first investment account that's not an IRA.

[veggivet]

I'm glad I went into medicine, and not something as complicated as tax law! Thanks for your insights.