PROSPECTUS SUMMARY

This summary highlights material information about our business and the offering of our Class A common stock. This is a summary of material information contained elsewhere in this prospectus and is not complete and does not contain all of the information that you should consider before deciding to invest in our Class A common stock. For a more complete understanding of our business and the offering, you should read this entire prospectus, including the section entitled “Risk Factors,” as well as the consolidated financial statements and the related notes thereto, before making an 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 loanDepot.com, LLC (“LDLLC”) 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 LDLLC. We refer to the members of LDLLC (excluding LD Investment Holdings, Inc. and the holders of LDLLC’s Class I common units) prior to the Offering Transactions, collectively as the “Continuing LLC Members.”

OUR MISSION

To become America’s Consumer Lending Platform by leveraging our technology to provide consumers with credit products best suited for their financial needs.

OUR COMPANY

loanDepot is a leading technology-enabled U.S. consumer lending platform. We launched our business in 2010 to provide credit solutions to consumers who were not satisfied with the service offered by banks and other traditional market participants. We are the nation’s second largest direct-to-consumer non-bank originator by annual funded loan amount and have facilitated over $50 billion in total funding since inception. We currently offer a broad suite of consumer credit products to our customers, ranging from home loans to unsecured personal loans. Our hybrid originate-to-sell and marketplace business model allows us to generate significant loan volume with less capital than traditional market participants. For the twelve months ended June 30, 2015, we originated $22.1 billion in loans, representing 125% year-over-year growth. Moreover, we have generated this substantial growth while maintaining profitability since 2012.

The consumer lending market in the United States is massive, with more than $11.8 trillion in household debt outstanding as of June 30, 2015. We believe that banks and other traditional market participants continue to be ineffective in adequately addressing consumer needs due to increasing capital requirements, regulatory constraints, legacy systems and antiquated processes. In addition, we expect our addressable market to expand, as consumer debt in our target markets was $1.6 trillion lower at June 30, 2015 than at December 31, 2008. This represents a compelling opportunity for us to disrupt the market and gain share by both displacing incumbent participants and addressing unmet demand.

Given this significant opportunity and our management team’s experience in providing home loan products, we identified home lending as our most effective entry into the broader U.S. consumer lending market because: (i) it has the largest addressable market with $8.6 trillion outstanding as of June 30, 2015; (ii) its complexity and licensing requirements present significant barriers to entry, which our management team has had significant experience and success in addressing; (iii) consumer dissatisfaction with banks and traditional lenders provides an opportunity for significant disruption; and (iv) home loan products provide a foundation for direct customer

relationships and powerful cross-selling opportunities for other loan products, thereby increasing customer lifetime value. Building on these direct customer relationships and the success of our existing home loan products, we continue to broaden our product suite, which now includes home equity and unsecured personal loans. By providing a robust suite of secured and unsecured loan products and leveraging technology to provide a better and more efficient customer experience, we strive to become America’s Consumer Lending Platform.

We have built our operations to be significantly automated, including the application process, product identification and selection, credit decisioning and scoring, loan funding, servicing, regulatory compliance and fraud detection. We further leverage our technology to address and comply with licensing and complex regulatory requirements. We believe that our platform and technology also provide an improved customer experience and enhances the lifetime value of our customer relationships through repeat and cross-sell opportunities. We believe our Net Promoter Score (“NPS”), an index that measures customer satisfaction and loyalty, of 59.5 for the six months ended June 30, 2015 and 63.5 for the year ended December 31, 2014 (for those channels we primarily operated in at the time) demonstrates our strong direct customer relationships and success in providing a better experience and compares favorably to the 2014 annual industry averages of approximately 16 for national banks and approximately 22 for regional banks.

Our multi-channel platform allows our customers to engage with us through their preferred channel, enabling a better customer experience, while matching consumers’ diverse borrowing needs with efficient and lower-cost sources of capital. This model offers three convenient options for consumers: (i) our direct retail channel comprising our online platform, loanDepot.com, and our proprietary customer contact centers; (ii) our distributed retail channel comprising nearly 1,000 members of our licensed loan officer sales force (our “sales force”) strategically located across the United States and our joint ventures; and (iii) our wholesale channel, LD Wholesale, comprising our nationwide network of independent home loan brokers. For the six months ended June 30, 2015, 41.3% of loans were originated through our direct retail channel, 48.3% were originated through our distributed retail channel and 10.4% were originated through our wholesale channel. Currently, home loans are originated through all of our distribution channels, personal loans are facilitated through both of our retail channels and home equity loans are originated through our direct retail channel. In the future, we expect that all of our consumer credit products will be available across all of our distribution channels. Our more than 1,500 employee sales force across both our direct and distributed retail channels provides a competitive advantage in our go-to-market strategy. We have invested heavily in both training our sales force and providing them with multiple state licenses to optimize workflow, which we believe creates a better consumer experience and differentiates our offerings in the marketplace.

Both our technology and multi-channel distribution platform are complemented by our scaled marketing effort. We currently invest significantly in both online and offline marketing strategies, which has resulted in loanDepot becoming a nationally recognized consumer brand. We believe our highly targeted marketing strategies are more effective than many of our competitors’ traditional marketing efforts. We currently generate over 300,000 customer leads each month and continue to grow our proprietary database, which currently exceeds 11 million consumer contacts. By effectively utilizing our lead-generation sources, proprietary lead management technology and automated product-decisioning capabilities, we are able to drive revenue while executing our customer acquisition strategy. Our extensive database and proprietary technology also proactively identify and facilitate opportunities to cross-sell and resell our products, which further reduces our average customer acquisition costs and thereby increases the lifetime value of our customer.

We have historically derived substantially all of our revenues from originating, selling and servicing home loans. However, in May 2015, we began facilitating personal loans, and, in large part due to the success of cross-selling opportunities, we have seen significant growth in units without a substantial increase in marketing expense. For the six months ended June 30, 2015, we funded over $14.3 billion in home loans and facilitated over $13.9 million in personal loans. Since the launch of our personal loan product through September 30, 2015, we have facilitated over $140 million in personal loans. Based on our successful experience with personal loans, we believe a similar cross-selling opportunity exists with the origination of our home equity loan products, which we recently launched in September 2015.

We believe our broad suite of consumer loan products is a competitive advantage, and we expect that originating and facilitating multiple loan products will lead to:

Our business has scaled rapidly and has been funded primarily by internally generated profits from operations. For the twelve months ended June 30, 2015, we originated $22.1 billion of loans, representing year-over-year growth of 125% relative to the twelve months ended June 30, 2014. Our growth has been supported by our balance-sheet light model, which utilizes diverse funding sources, our ability to provide what we believe is a superior customer experience and our strategic acquisitions. For the year ended December 31, 2014, we originated $13.2 billion of loans and recorded total net revenues of $544.5 million, Adjusted EBITDA of $50.2 million, Adjusted Net Income of $17.6 million (giving effect to net income as if we were taxed as a C-Corp) and net income of $21.7 million. For the six months ended June 30, 2015, we originated $14.3 billion of loans and recorded total net revenues of $489.6 million, Adjusted EBITDA of $101.1 million, Adjusted Net Income of $51.7 million (giving effect to net income as if we were taxed as a C-Corp) and net income of $69.2 million. See “—Summary Historical Consolidated Financial and Other Data” for a reconciliation of Adjusted EBITDA and Adjusted Net Income to net income.

INDUSTRY BACKGROUND & TRENDS

Massive Consumer Lending Market Poised for Growth as the U.S. Economy and Consumer Confidence Recover

The consumer lending market in the United States is massive with more than $11.8 trillion in household debt outstanding as of June 30, 2015. We believe this market is poised for growth as borrowings in our target markets (consumer debt excluding automotive and student loans) was $1.6 trillion lower at June 30, 2015 as compared to December 31, 2008, during the height of the 2008-2009 financial crisis (the “Financial Crisis”).

Consumer credit is an important driver of the U.S. economy. The loan products we currently provide target some of the largest components of U.S. consumer credit, including home loan debt ($8.1 trillion outstanding as of June 30, 2015), consumer credit excluding home, automotive and student loan debt ($1.0 trillion outstanding as of June 30, 2015) and home equity lines of credit ($0.5 trillion outstanding as of June 30, 2015), which collectively account for over 80% of the total consumer lending market. Following the Financial Crisis, U.S. households focused on stabilizing their financial positions by lowering their household debt, which has resulted in current household debt service ratios of 9.9%, the lowest level since 1980. Similarly, consumer confidence, which has historically served as a strong indicator of improving economic conditions and a precursor to increased desire to access credit, has improved steadily since 2009. This increased confidence along with higher employment levels and promising wage growth has led to increased consumer spending, which has recently driven increased demand for credit, particularly in the consumer credit products we provide.

When interest rates rise, rate and term refinancings become less attractive to consumers after a historically long period of low interest rates. However, rising interest rates are also indicative of overall economic growth and inflation that should create more opportunities with respect to cash-out refinancings. In addition, inflation reflecting increases in asset prices and stronger economic growth (leading to higher consumer confidence) typically should generate more purchase-focused transactions requiring loans and greater opportunities for home equity loans, which we expect may offset, at least in part, any decline in rate and term refinancings in a rising interest rate environment. We also believe that rising interest rates will not have a material impact on market

opportunities for personal loans because those are fixed rate products; however, if consumer debt in the aggregate began to decrease due to rising interest rates, we may see a reduction in personal loan volume because such loans are primarily used for consolidating debt.

Consumers Have Not Been Adequately Served

We believe the traditional banking and consumer lending system is burdened by high fixed costs and antiquated processes, in part due to extensive legacy infrastructure and labor-intensive processes. Post-Financial Crisis, this burden has been compounded by an increasingly complex regulatory environment. During the Financial Crisis, banks and other traditional market participants were forced to tighten credit and, in some cases, exit certain markets and lending products. As a result, despite continued strong demand for credit, many consumers have had fewer borrowing choices and declining access to credit product, creating an opportunity for non-bank lending platforms like us to fill the void left by traditional lenders.

The Home Loan Market is Undergoing a Substantial Transformation

The home loan market is the largest component of U.S. consumer borrowing and requires originators and servicers to have various licenses as well as substantial training and expertise. Following the Financial Crisis, the GSEs, government agencies (collectively with the GSEs, the “Agencies” and each, an “Agency”) and federal and state regulators have imposed substantial compliance and capital requirements on banks and other market participants which has raised origination costs and reduced economic returns. We believe that increasing regulation and stricter lending policies provide a compelling opportunity for a non-bank consumer lender of scale like us to take market share. Evidencing this, non-bank lenders have grown market share from 10% of the consumer lending market in 2009 to 42% in 2014. Additionally, as more consumers are becoming increasingly comfortable obtaining credit products through technology-driven platforms, there has been a significant increase in the share of the home loan market originated through the direct/indirect channels, including internet-based platforms.

Impact of Emerging Disruptive Business Models

Online marketplaces and other disruptive business models have emerged to connect buyers and sellers across many industries to increase consumer choice and improve customer satisfaction. Specifically in the financial sector, many of these platforms have focused on consumer lending. The majority of these platforms have sought to increase availability of unsecured personal loans to consumers via online marketplaces relative to alternatives such as credit cards, while still offering attractive yields to support investor return requirements. As a result, the consumer experience has improved, costs have been lowered and consumers have become increasingly comfortable using online platforms and technology to fulfill their financial needs.

Reemergence of Historically Important Lending Products

Since December 31, 2011, the home equity of U.S. consumers has increased by approximately $5.3 trillion as of March 31, 2015. Despite this, home equity lines of credit, which provide consumers with significant capacity to borrow against their home’s equity, generally at more attractive terms than those available with credit cards and unsecured loans, have declined 29% since December 31, 2008, to approximately $500 billion, as of June 30, 2015. As the market for home equity loans recovers, we believe consumers will utilize their increased home equity to more cost-efficiently meet their borrowing needs.

Additionally, in 2014, Agency home loans represented 96% of all home loans originated, well above the 2006 level of 44%. We believe that the current record level of U.S. government and Agency involvement in the home loan market will abate as private investors seek to invest in the improving housing market, allowing borrowers greater choice and access to non-Agency products.

While many new entrants have been able to grow quickly in the personal loan space due to the lower barriers to entry, originating home loans, home equity loans and other home loan products requires licensing, training and significant operational and regulatory expertise, which we believe these competitors generally lack.

OUR COMPETITIVE STRENGTHS

Full-Service Consumer Lending Platform of Scale with National Brand Awareness

We are currently the second largest direct-to-consumer non-bank originator, and we have underwritten and facilitated over $50 billion in total loan funding since our launch in 2010. The regulated nature and complexity of the home loan market create a significant barrier to entry, as competitors must have substantial scale and expertise in order to effectively compete. We have invested in our infrastructure, licensed personnel, national brand and technology platform as well as in direct customer relationships to position ourselves for future growth. Given our expertise in complex home loan products and our extensive consumer database, we believe that we are well positioned to continue our expansion into additional loan products. Together, we believe our brand, strong online and offline presence, full service capabilities and breadth of operations provide us significant advantages over competitors which we believe are unable to achieve the same benefits and cost advantages of scale.

Powerful, Efficient and Scalable Technology

Our proprietary technology systems, which were built de novo to address the post-Financial Crisis consumer lending environment, provide us substantial competitive advantages. Our technology significantly automates historically labor-intensive processes including the application process, credit decisioning and scoring, product identification and selection, loan funding, servicing, regulatory compliance and fraud detection, enabling us to be more efficient. Specifically, our technology allows us to instantly determine the optimal products to offer our potential customers, improving lead conversion and ultimately lowering average customer acquisition costs. Our systems continuously update our comprehensive database of financial and contact information for millions of consumers, which we monitor and analyze to identify attractive future lending opportunities.

Superior Customer Experience

We believe that our robust distribution and service model allows us to provide a superior customer experience throughout the lending life cycle. We employ a multi-channel model, consisting of our online platform, a sales force of more than 1,500 licensed employees located across the United States, strong relationships with affinity partners and our network of independent home loan brokers. We believe this model provides our customers with both optionality and convenience, as customers may pursue a loan through the channel of their choice. Further, our platform improves speed to close and increases funding certainty for our customers. We believe our customer-centric approach has been validated by our NPS score of 59.5 for the six months ended June 30, 2015. We expect that this continuous high level of service and resulting customer satisfaction positions us well to be successful in expanding our offering of loan products and services to our customer base.

Low-Cost Customer Acquisition Capabilities

Through our multi-channel origination platform, we drive acquisition costs lower through process automation and superior product decisioning technology. Our technology allows us to leverage our over 300,000 leads per month by providing customer-level intelligence to our platform prior to customer contact, which allows us to better understand a borrower’s financial profile and borrowing needs. Ultimately, we believe this drives superior lead conversion, a better customer service experience, improved retention and recapture rates

and higher customer lifetime values. Moreover, as we continue to expand our product suite, we believe that we will be able to better leverage our database and cross-sell opportunities, and thereby further increase customer conversions and further reduce our average customer acquisition costs.

Proprietary Workflow Solution Supports Flexible Business Model

Our dynamic workflow solutions make our platform more flexible than those of many of our competitors. Utilizing both technology and our workforce, we optimize our capacity utilization and workflow capabilities to efficiently process significantly higher loan volume. Through our proprietary decisioning technology and expansive database, we are able to identify consumers that would benefit from a particular lending product. Our sales force proactively contacts these customers and highlights the attractiveness of these particular products. Whereas many loan officers are licensed in only one or two states, we have built a bespoke training program that licenses our sales force in several states for multiple credit products. This allows us to quickly reallocate resources to specific geographic areas based on demand, which is important particularly in the home loan market in which a licensed loan officer is required to handle each transaction. For the six months ended June 30, 2015, approximately 40% of our aggregate home loan origination was secured by properties concentrated in the states of California, Texas and Arizona. The properties securing the aggregate outstanding UPB of our home loan servicing rights portfolio have a similar geographic concentration.

Capital-Light Model, Driven by Stable and Diverse Funding Base

Our combination of an efficient, originate-to-sell business model in home loans and home equity loans and marketplace model with stable and diverse investors in personal loans allows us to generate significant loan volume with less capital than traditional market lenders. Currently, home loan products remain on our balance sheet for 17.3 days on average, and our personal loan products are funded directly by our issuing bank partner and then sold to investors, requiring no use of our balance sheet. We have developed a stable and diverse funding base and built an experienced capital markets team which has cultivated strong relationships with private investors, the GSEs, government agencies and more than 80 financial institutions globally.

Proven and Visionary Management Team

Our senior management team brings extensive experience from numerous high-growth, technology-enabled consumer lending companies as well as extensive capital markets and financing expertise throughout multiple credit environments over the past three decades. Our founder, Chairman and CEO, Anthony Hsieh, has nearly 30 years of consumer lending experience and previously founded two successful technology-enabled consumer lending companies, one of which was the first to underwrite a consumer loan online.

OUR STRATEGY FOR GROWTH

Increase Customer Penetration and Distribution in Existing Products and Markets

We initially focused on the $8.1 trillion U.S. home loan market and have entered the $1.0 trillion unsecured consumer lending market and $0.5 trillion home equity market where together we believe there is considerable opportunity for continued growth and further market penetration. We had an estimated 2.0% market share in the home loan origination market as of June 30, 2015, as compared to approximately 1.0% as of June 30, 2014. In addition, we launched our personal loan products in the second quarter of 2015, and through September 30, 2015, we have facilitated over $140 million in personal loans. We believe that our technology platform and growing proprietary database of more than 11 million consumers will allow us to further distribute our existing products to both new and existing customers. As banks have retreated, as evidenced by their decline in market share from 90% to 58% in the home loan market and 45% to 40% in the non-home loan consumer finance market from 2010

to 2014, we expect that consumer lending will continue to migrate towards technology-enabled, marketplace platforms and non-bank lenders such as ourselves. We also believe that origination volumes in the home loan and personal lending markets are below historical averages and that there will be a significant opportunity to increase volume through overall industry growth as the U.S. economy improves.

Introduce Additional Products to Our Platform

Our platform has been developed to allow us to expand into new product categories with minimal incremental cost, as evidenced by the recent launches of our personal loan and home equity products. We currently offer the bookends of consumer credit, ranging from home loans to unsecured personal loans. As we continue to expand our product suite, our consumer lending capabilities will provide a broad range of credit solutions that will serve much of a typical U.S. consumer’s borrowing needs. As we launch additional products, we will be able to leverage our proprietary database and technology, as well as our sales force to efficiently identify and engage with consumers that could benefit from our expanded product suite. As a result, we expect to continue to reduce our average customer acquisition costs as we scale, improve customer conversion rates and become increasingly efficient.

Investing in Our Brand

We utilize highly targeted and sophisticated marketing strategies, which include internet, broadcast and new media, strategic alliances and a national television campaign. During 2014, we invested over $93 million on marketing, representing 17% of our total net revenue. This investment has helped us attract customers and we expect to continue to invest in our brand. As customers continue to associate our brand with high quality service and a consumer-oriented approach, as evidenced by our NPS, we believe this will allow us to further increase market penetration and support our product expansion.

Further Expand Industry Partnerships

We have established relationships with key industry partners, including leading homebuilders, real estate brokerage firms and independent home loan brokers. Once we establish a relationship with a customer through an industry partnership, we have the ability to cross-sell additional and repeat products which enhances the lifetime value of that customer. We believe there is significant opportunity to deepen our existing relationships and develop additional partnerships in a capital-light manner.

Expand Our Distribution Capabilities

We currently have a nationwide distribution network and believe there are additional opportunities to strategically deepen our presence in key markets. We plan to leverage our diversified product offerings and scalable platform to attract industry talent. We have grown organically and effectively pursued and integrated strategic acquisition opportunities, as demonstrated by our launch of LDWholesale and our acquisitions of imortgage.com, Inc. (“imortgage”) and Mortgage Master, Inc. (“Mortgage Master”).

Grow Our Investment in Technology and Training

We plan to continue to invest significantly in our technology, which is designed to provide a best-in-class customer experience, reduce average customer acquisition costs and enhance profitability. This investment will also focus on improving our proprietary algorithms to increase our cutting edge product optimization and decisioning, as well as further enhanced credit modeling. We also plan to continue to invest considerably in our people and training as we believe that the training system we have developed in-house is a key advantage that enhances our multi-channel business model.

OUR CURRENT PRODUCTS AND SERVICES

We offer a broad suite of consumer loan products, including what we consider to be the bookends of consumer finance, serving a wide range of borrowers through a variety of market environments. In addition to our nationwide presence in the U.S. residential home loan market, we also provide customers with other consumer loan products and services. We believe that expanding into new consumer products and services is a natural extension of our core brand that will be attractive to both existing and new customers. For more detail on each of our products and services described below, see “Business—Our Current Products and Services.”

Home Loans

We offer customers a range of home loan products, secured either by a first or second lien against a residential property. We expect our extensive home loan capabilities, combined with our consumer-direct distribution model, will further grow our presence in the home loan market and increase our current rate of growth in market share. We sell the home loans that we originate to secondary market investors, including a variety of institutional investors, generally within 15-20 days of origination. Our current product suite includes: (i) conventional agency loans, (ii) FHA & VA loans and (iii) conventional prime jumbo loans.

Home Equity Loans

In the third quarter of 2015, we expanded our product suite to include home equity loans. We originate certain home equity loans that are designed to provide homeowners access to efficient capital by accessing the home equity that borrowers have accumulated in their homes. Home equity products can take a number of forms including, but not limited to, home improvement loans designed to fund renovations to an existing property, closed end second lien loans that sit behind an existing first lien loan, or home equity lines of credit that allow borrowers to draw funds against their home equity on a revolving basis. We believe many home equity loan products offer borrowers attractive costs of funds relative to other loan products besides first lien home loans. We also believe that as the home loan market continues to recover, home equity loans will become an increasingly attractive financial product for our customers.

Personal Loans

In the second quarter of 2015, we expanded our product suite to include personal loans, which are offered through a bank partnership model. This personal loan product is designed to meet customers’ credit needs, regardless of whether they own a home. The personal loan product typically offers customers access to between $5,000 and $35,000 of unsecured credit, is fully amortizing, has a term of three to five years, includes no prepayment penalties and generally provides a lower interest rate than other unsecured borrowing alternatives such as credit cards. Currently, personal loans that are approved through our program are generally extended to borrowers who have a minimum FICO score of 660 or higher, satisfactory debt-to-income ratios and many other elements that contribute to our proprietary credit decisioning and scoring. We believe that these loans are simple, fair and responsible credit products that make it easier for many consumers to lower their monthly borrowing costs and meet their financial goals.

Loan Servicing

Prior to 2012, we sold substantially all the servicing rights associated with our home loan products. In 2012, we began retaining a portion of this servicing in order to complement our home loan business. While our net income is predominantly attributable to gain on origination and sale of loans (87% of total net revenues for the six months ended June 30, 2015), by maintaining a relationship with our customers through the servicing function, we are able to preserve and improve repeat origination and cross-sell opportunities, thereby increasing

the lifetime value of our customers. Home loan servicing includes the performance of a variety of loan administration and servicing functions, including the collection and remittance of loan payments, responding to customer inquiries, and accounting for principal and interest, among other responsibilities. Home loan servicing produces strong recurring, contractual fee-based revenue with minimal credit risk. For the six months ended June 30, 2015, we earned $14.5 million in servicing income, net of subservicing expenses (which do not include certain administrative expenses related to oversight of our subservicing relationship) and excluding servicing losses of $19.3 million from fair value changes and sale of our servicing rights, out of total net income of $69.2 million. Origination income, net and servicing income represented 9% and 4%, respectively, of total net revenues for the six months ended June 30, 2015. We entered the personal loan servicing market in the second quarter of 2015 when we began to facilitate personal loans. Similar to our home loan servicing, we are able to enhance the lifetime value of the customer through the servicing relationship. Personal loan servicing is comprised of account maintenance, collection and processing of payments from borrowers and remittance of payments to investors. We engage third-parties as subservicers for both home loans and personal loans, which allows us to generate revenue in an operationally efficient manner while maintaining ongoing relationships with our customers. We are currently able to service loans in all 50 states.

RISK FACTORS

An investment in our Class A common stock involves a high degree of risk. Any of the factors set forth under “Risk Factors” may limit our ability to successfully execute our business strategy. You should carefully consider all of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth under “Risk Factors” in deciding whether to invest in our Class A common stock. Among these important risks are the following:

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we remain an emerging growth company, we may take advantage of certain limited exemptions from various reporting requirements that are applicable to other public companies. These provisions include:

The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are choosing to “opt out” of this provision, and as a result, we plan to comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period is irrevocable.

We have elected to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of these elections, the information that we provide in this prospectus may be different than the information you may receive from other public companies in which you hold equity interests. In addition, it is possible that some investors will find our common stock less attractive as a result of our elections, which may result in a less active trading market for our common stock and more volatility in our stock price.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of the completion of this offering, (ii) the first fiscal year after our annual gross revenues exceed $1.0 billion, (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our Class A common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

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, which will be a holding company and have no material assets other than its equity interests in LDLLC and LD Intermediate, LLC (“Intermediate LLC”). Intermediate LLC will also be a holding company with no material assets other than its equity interest in 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, our operating subsidiary that conducts all of our operations directly, 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, (i) the sixth amended and restated limited liability company agreement of LDLLC (the “6th LLC Agreement”) will be further amended and restated as the seventh amended and restated limited liability company agreement of LDLLC (“7th LLC Agreement”) to, among other things, modify its capital structure by replacing the different classes of interests (other than the Class I common units of LDLLC) with a single new class of Class A common units that we refer to as “LLC Units,” (ii) LD Investment Holdings, Inc. (“Parthenon Blocker”) and the Continuing LLC Members will contribute to LD Holdings, a newly formed Delaware limited liability company, all of their respective units in LDLLC in exchange for a single class of Class A common units to be issued by LD Holdings (“Holdco Units”) on a one-for-one basis and (iii) the holders of Class I common units of LDLLC will simultaneously contribute all of their respective Class I common units of LDLLC for substantially identical Class I common units of LD Holdings. In connection with such exchange transactions, which will result in LDLLC becoming a wholly owned subsidiary of LD Holdings, each of Parthenon Blocker, the Continuing LLC Members and the holders of Class I common units of LD Holdings will enter into the limited liability company agreement of LD Holdings (the “Holdings LLC Agreement”). After completing these exchange transactions, LD Holdings will further amend and restate the 7th LLC Agreement to simplify the equity arrangements of LDLLC as a subsidiary company and to create two classes of common units of LDLLC, Class A common units which will have voting and economic rights and Class B common units which will have voting rights only and no economic rights (as amended and restated, the “8th 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 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 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 together for one share of our Class A common stock, 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 exchanged will be cancelled.

Following the exchange transactions set forth above, in order to facilitate certain HUD regulatory compliance matters for LDLLC, (i) LD Holdings will form Intermediate LLC, a Delaware limited liability company, (ii) LDLLC will issue 999 Class A common units to LD Holdings in exchange for all of the LDLLC units then held by LD Holdings, representing 99.9% of the management and voting power of LDLLC and 100.0% of the economic interest of LDLLC, and (iii) LDLLC will issue one Class B common unit to Intermediate LLC for $1.00 in cash, representing 0.1% of the management and voting power of LDLLC.

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, 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 A common stock.

The diagram below depicts our simplified organizational structure immediately following this offering after giving effect to the use of proceeds to us therefrom and assuming no exercise by the underwriters of their option to purchase additional shares of Class A common stock. See “Organizational Structure.”

RECENT DEVELOPMENTS

Preliminary Third Quarter Results

For the Three and Nine Months Ended September 30, 2015

The following table presents ranges for our expected total net revenues, net (loss) income, Adjusted EBITDA, Adjusted Net (Loss) Income, gain on origination and sale of loans, net and origination income, net—personal loans for the three and nine months ended September 30, 2015 compared to actual results for the three and nine months ended September 30, 2014. See “—Non GAAP Measures Reconciliation” for a reconciliation of Adjusted EBITDA and Adjusted Net (Loss) Income to net income.

The following table presents sequential quarterly results for ranges of our expected total net revenues, net (loss) income, Adjusted EBITDA, Adjusted Net (Loss) Income, gain on origination and sale of loans, net and origination income, net—personal loans for the three months ended September 30, 2015 compared to actual results for the three months ended June 30, 2015.

The following table presents other financial data related to the loans we originated and facilitated and the number of customers we serviced for the three and nine months ended September 30, 2015 and 2014 and the three months ended June 30, 2015.

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

We expect total net revenues for the three months ended September 30, 2015 to be between $212.7 million and $226.0 million, representing an increase of between 42% and 50% compared to the same period in 2014.

For the three months ended September 30, 2015, our net (loss) income is estimated to be between ($5.2) million and $8.1 million, representing a decrease of between 147% and 26% compared to the same period in 2014.

The increase in estimated total net revenues compared to the 2014 period is attributable to an increase in loan origination volumes due to the continued growth across all our existing channels along with the acquisition of Mortgage Master. The decrease in estimated net income is attributable to increased costs related to the expansion and growth of our home loan and consumer loan platforms as well as the development of our home equity loan product; increased personnel costs and stock-based compensation; and unrealized mark-to-market losses on servicing rights due to a decrease in interest rates on a higher balance of servicing rights during the current period.

We expect our Adjusted EBITDA for the three months ended September 30, 2015 to be between ($1.0) million and $12.4 million, representing a decrease of between 106% and 32% compared to the same period in 2014.

For the three months ended September 30, 2015, our Adjusted Net (Loss) Income is estimated to be between ($5.2) million and $2.6 million, representing a decrease of between 168% and 65% compared to the same period in 2014. See “—Non GAAP Measures Reconciliation” for a reconciliation of Adjusted EBITDA and Adjusted Net (Loss) Income to net income.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

We expect total net revenues for the nine months ended September 30, 2015 to be between $702.4 million and $715.7 million, representing an increase of between 78% and 81% compared to the same period in 2014.

For the nine months ended September 30, 2015, our net income is estimated to be between $64.0 million and $77.3 million, representing an increase of between 202% and 265% compared to the same period in 2014.

The increase in estimated total net revenues and estimated net income is attributable to an increase in loan origination volumes due to the continued growth across all our existing channels along with the acquisition of Mortgage Master.

We expect our Adjusted EBITDA for the nine months ended September 30, 2015 to be between $99.8 million and $113.8 million, representing an increase of between 140% and 174% compared to the same period in 2014.

For the nine months ended September 30, 2015, our Adjusted Net Income is estimated to be between $46.4 million and $54.4 million, representing an increase of between 193% and 243% compared to the same period in 2014. See “—Non GAAP Measures Reconciliation” for a reconciliation of Adjusted EBITDA and Adjusted Net Income to net income.

Three Months Ended September 30, 2015 Compared to Three Months Ended June 30, 2015

We expect total net revenues for the three months ended September 30, 2015 to be between $212.7 million and $226.0 million, representing a decrease of between 13% and 7% compared to the three months ended June 30, 2015.

For the three months ended September 30, 2015, our net (loss) income is estimated to be between ($5.2) million and $8.1 million, representing a decrease of between 145% and 29% compared to the three months ended June 30, 2015.

The decrease in estimated total net revenues compared to the three months ended June 30, 2015 is primarily attributable to unrealized mark-to-market losses on servicing rights due to a decrease in interest rates on a higher balance of servicing rights and a generally weaker home loan market during the three months ended September 30, 2015 as compared to the three months ended June 30, 2015.

We expect our Adjusted EBITDA for the three months ended September 30, 2015 to be between ($1.0) million and $12.4 million, representing a decrease of between 103% and 64% compared to the three months ended June 30, 2015.

For the three months ended September 30, 2015, our Adjusted Net (Loss) Income is estimated to be between ($5.2) million and $2.6 million, representing a decrease of between 132% and 84% compared to the three months ended June 30, 2015. See “—Non GAAP Measures Reconciliation” for a reconciliation of Adjusted EBITDA and Adjusted Net (Loss) Income to net income.

The information and estimates are subject to revision as we prepare our consolidated financial statements and other disclosures as of and for the three months and nine months ended September 30, 2015, including all disclosures required by GAAP. Because we have not completed our normal quarterly closing and review procedures for the three months and nine months ended September 30, 2015, and subsequent events may occur that require material adjustments to these results, the final results and other disclosures for the three months and nine months ended September 30, 2015 may differ materially from these estimates. In addition, the preliminary financial and other data set forth above and below has been prepared by, and is the responsibility of, our management. The information and estimates have not been compiled or examined by our independent registered public accounting firm nor has our independent registered public accounting firm performed any procedures with respect to this information or expressed any opinion or any form of assurance on such information. These estimates should not be viewed as a substitute for full financial statements prepared in accordance with GAAP or as a measure of performance. In addition, these estimated results of operations for the three months and nine months ended September 30, 2015 are not necessarily indicative of the results to be achieved for any future period. See “Cautionary Statement Regarding Forward-Looking Statements.” These estimated results of operations should be read together with “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes included elsewhere in this prospectus.

Adjusted EBITDA and Adjusted Net (Loss) Income are non-GAAP financial measures. For a description of these measures and their limitations, see “—Summary Historical Consolidated Financial and Other Data.”

Non-GAAP Measures Reconciliation

The following table reconciles net (loss) income to Adjusted EBITDA for the periods presented:

The following table reconciles net income to Adjusted Net (Loss) Income for the periods presented:

Appointment of New Chief Financial Officer

On October 26, 2015, we appointed Bryan Sullivan as our new Executive Vice President, Chief Financial Officer, effective as of October 27, 2015. Mr. Sullivan previously served as our Executive Vice President, Chief Investment and Strategy Officer since joining us in October 2013. Prior to Mr. Sullivan’s appointment, Jon Frojen resigned his position as Chief Financial Officer. Mr. Frojen will remain in our accounting and finance department working with Mr. Sullivan during a transition period that could extend into the first quarter of 2016. The change in Chief Financial Officer was a strategic decision of our management and our board of directors prior to our initial public offering and was not a result of any disagreements between management or our independent registered public accounting firm.

OUR SPONSOR

An affiliate of Parthenon Capital Partners (along with its associated investment funds, “Parthenon Capital”) acquired its interest in us in December 2009. Parthenon Capital is a private equity investment firm with approximately $2 billion of capital under management. 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, distribution/logistics and technology-enabled services. The Parthenon Stockholders will participate as selling stockholders and receive net proceeds of approximately $57.5 million from the sale of their shares of Class A common stock in this offering. In addition, we will use approximately $52.1 million of our net proceeds from the offering to redeem a number of shares of Class A common stock from the Parthenon Stockholders. See “Use of Proceeds” and “Principal and Selling Stockholders.”

CORPORATE INFORMATION

loanDepot, Inc. was incorporated on July 10, 2015 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.

THE OFFERING

We intend to use net proceeds of approximately (1) $52.1 million to redeem 3,067,227 shares of our Class A common stock from the Parthenon Stockholders, (2) $38.4 million to purchase 2.4 million Holdco Units, together with an equal number of shares of our Class B 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, based on the midpoint of the estimated price range set forth on the cover page of this prospectus, net of underwriting discounts and commissions), and (3) up to $14.5 million to purchase Premium Holdco Units from certain holders, including our Chief Executive Officer and certain of our other officers. We will contribute the remaining net proceeds to LD Holdings and LDLLC, who intend to use net proceeds of approximately (1) $63.5 million representing the purchase price related to a prior acquisition to holders of LDLLC’s Class I common units, (2) $32.2 million for contingent consideration and to repay in full promissory notes issued as part of the consideration related to our prior acquisition of Mortgage Master (the “Seller Notes”), and (3) $212.0 million (based on the midpoint of the estimated price range set forth on the cover page of this prospectus) for general corporate purposes. See “Use of Proceeds.”

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:

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables set forth summary historical consolidated financial and other data of LDLLC at the dates and for the periods indicated. LDLLC will be considered our predecessor for accounting purposes, and its consolidated financial statements will be our historical consolidated financial statements following the offering. The statements of operating data for the years ended December 31, 2014 and 2013 and balance sheet data as of December 31, 2014 and 2013 are derived from the audited consolidated financial statements of LDLLC and related notes included elsewhere in this prospectus. The statement of operating data for the six months ended June 30, 2015 and the balance sheet data as of June 30, 2015 are derived from the audited consolidated financial statements of LDLLC and related notes included elsewhere in this prospectus. The statement of operating data for the six months ended June 30, 2014 and the balance sheet data as of June 30, 2014 are derived from the unaudited consolidated financial statements of LDLLC and related notes included elsewhere in this prospectus. The unaudited consolidated financial statements of LDLLC have been prepared on substantially the same basis as the audited consolidated financial statements of LDLLC and include all adjustments that we consider necessary for a fair presentation of LDLLC’s consolidated financial position and results of operations for all periods presented. The summary historical financial data of loanDepot, Inc. have not been presented because loanDepot, Inc. is a newly incorporated entity, has had no business transactions or activities and had no material assets or liabilities during the periods presented in this section.

The summary unaudited pro forma consolidated statements of operations data for the fiscal year ended December 31, 2014 and the six months ended June 30, 2015 present our consolidated results of operations after giving pro forma effect to (i) the Mortgage Master acquisition, as described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Influencing Our Results of Operations—Acquisitions and Industry Partnerships—Acquisition of Mortgage Master,” (ii) the Reorganization Transactions and Offering Transactions, as described under “Organizational Structure,” (iii) the use of the estimated net proceeds to us from the offering, as described under “Use of Proceeds,” and (iv) a provision for corporate income taxes on the income attributable to loanDepot, Inc. at an effective rate of 41.0%, inclusive of all U.S. federal, state and local income taxes, as if such transactions occurred on January 1, 2014. The summary unaudited pro forma consolidated balance sheet data as of June 30, 2015 presents our consolidated financial position giving pro forma effect to (i) the Reorganization Transactions and Offering Transactions, as described under “Organizational Structure,” (ii) the use of the estimated net proceeds to us from the offering, as described under “Use of Proceeds” and (iii) the effects of the tax receivable agreement, as described under “Certain Relationships and Related Party Transactions—Tax Receivable Agreement,” as if such transactions occurred on June 30, 2015. The pro forma adjustments are based on available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of these transactions on the historical financial information of LDLLC. The summary unaudited pro forma consolidated financial information is included for informational purposes only and does not purport to reflect the results of operations or financial position of loanDepot, Inc. that would have occurred had we been in existence or operated as a public company or otherwise during the periods presented. The unaudited pro forma consolidated financial information should not be relied upon as being indicative of our results of operations or financial position had the described transactions occurred on the dates assumed. The unaudited pro forma consolidated financial information also does not project our results of operations or financial position for any future period or date.

The following summary historical consolidated financial and other data are qualified in their entirety by reference to, and should be read in conjunction with, our audited consolidated financial statements and related notes, our unaudited condensed consolidated financial statements and related notes, imortgage’s audited consolidated financial statements and related notes, Mortgage Master’s audited consolidated financial statements and related notes and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Financial Data,” “Unaudited Pro Forma Consolidated Financial Information”

and other financial information included in this prospectus. Historical results included below and elsewhere in this prospectus are not necessarily indicative of our future performance and the results for any interim period are not necessarily indicative of the operating results to be expected for the full fiscal year.