Prosper Marketplace, Inc., Files Registration Statement with the SEC

Business Wire, Oct 31, 2007

SAN FRANCISCO -- Prosper Marketplace, Inc., which provides a person-to-person online credit auction platform, or Platform, announced today that it has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 relating to certain changes that Prosper proposes to make to the Platform.

The Platform facilitates loans to borrowers with interest rates set through auction-style competitive bidding among individuals or institutions willing to commit their funds to loans. Prospective lenders access the Platform and "bid" the principal amount they are willing to commit to purchase of a borrower's requested loan listing and the minimum interest rate they are willing to accept. If a borrower's loan listing is matched with a lender bid in, or lender bids totaling, the amount of the requested loan, Prosper makes the loan to the borrower and evidences the borrower's obligation by separate promissory notes in the amount of each lender's winning bid. The promissory notes represent fixed-term, unsecured, fully-amortizing credit obligations of individual borrowers. Each note is thereafter sold and assigned by Prosper to each respective winning bidder without recourse to Prosper. The notes are not transferable except by assignment to a collection agency upon default.

Following effectiveness of the registration statement, Prosper intends to establish and maintain a secondary trading market online auction platform, or Resale Platform, pursuant to which lenders may seek to transfer borrower notes to other Prosper registered lenders.

The registration statement relates to the Prosper Marketplace Lender Participant Rights, which represent Prosper's obligations to seek to establish and maintain the Resale Platform and to provide various administrative, clerical, recordkeeping, identity verification, payment processing, collection and other services, associated with $500,000,000 in aggregate principal amount of Prosper Marketplace Borrower Non-Recourse Notes originated and to be originated on the Platform from time to time after the registration statement is declared effective by the SEC.

All of the securities to be sold in this offering will be sold by Prosper through the operation of the Platform.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but it has not yet become effective. Copies of Prosper's registration statement can be accessed on the SEC's website at http://www.sec.gov/. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state.

About Prosper

Prosper (http://www.prosper.com) provides a person-to-person online credit auction platform. Prosper's membership consists of over 460,000 people from across the country. Prosper's principal executive offices are located at 111 Sutter Street, 22nd Floor, San Francisco, California 94104.