SecProbe.io

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 6561 Irvine Center Drive
 Irvine, CA 92618
 (888) 337-6888

 www.loanDepot.com

 May 14, 2026

 Via Edgar Only

 Division of Corporation Finance
 United States Securities and Exchange Commission
 100 F Street, NE
 Washington, D.C. 20549

 Re:

 loanDepot, Inc.

 Registration Statement on Form S-3
 Filed on May 7, 2026
 File No. 333-295652

 Dear Ms. Degbuyiai:

 Please be advised that the undersigned is the Chief Legal and Risk Officer of loanDepot, Inc. (the “Registrant”).  Having been advised that
 the Commission has no further comments to the Registrant’s Form S-3 Registration Statement (File No. 333-295652), pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, the Registrant hereby requests acceleration of the effective
 date of the Registration Statement on Friday, May 15, 2026 at 4:00 p.m., or as soon thereafter as practicable.

 Should you have any questions in regard to this correspondence or any other matter relating to this Registrant’s filing, please do not
 hesitate to contact me.

 Very truly yours,

 /s/ Joseph Grassi

 Joseph Grassi

 Chief Legal and Risk Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 14, 2026

Anthony Hsieh
Chief Executive Officer
loanDepot, Inc.
6561 Irvine Center Drive
Irvine, CA 92618

 Re: loanDepot, Inc.
 Registration Statement on Form S-3
 Filed May 07, 2026
 File No. 333-295652
Dear Anthony Hsieh:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Aisha Adegbuyi at 202-551-8754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Eric Scarazzo, Esq.
</TEXT>
</DOCUMENT>

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    October 18, 2024

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F. Street, NE

    Washington, D.C. 20549

            Re:

            loanDepot, Inc. Registration Statement on Form S-3 (File No. 333-282623) Filed October 11, 2024

    Ladies and Gentlemen:

    loanDepot, Inc., a Delaware corporation (the “Company”), respectfully requests pursuant to Rule 461 under the Securities Act of 1933, as amended, that the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-282623) be
      accelerated and that it be declared effective on October 22, 2024 at 4:30 p.m. Eastern time, or as soon as practicable thereafter.

    Please contact me at (949) 629-7991 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

            Very truly yours,

            LOANDEPOT, INC.

            /s/ Gregg Smallwood

            Gregg Smallwood

            Chief Legal Officer and Corporate Secretary

          cc:

            Greg Smith

    SVP, Deputy General Counsel & Assistant Corporate Secretary

October 17, 2024
Frank Martell
Chief Executive Officer
loanDepot, Inc.
6561 Irvine Center Drive
Irvine, CA 92618
Re:loanDepot, Inc.
Registration Statement on Form S-3
Filed October 11, 2024
File No. 333-282623
Dear Frank Martell:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Eric Scarazzo, Esq.

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GOLDMAN SACHS & CO. LLC

BOFA SECURITIES, INC.

200 West Street

One Bryant Park

New York, New York 10282

New York, New York 10036

CREDIT SUISSE SECURITIES (USA) LLC

MORGAN STANLEY & CO. LLC

Eleven Madison Avenue

1585 Broadway

New York, New York 10010-3629

New York, New York 10036

 February 10, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:    Jessica Livingston

Re:
 loanDepot, Inc.

 Registration Statement on Form S-1

 Registration File No. 333-252024

Ladies and Gentlemen:

 Reference is made to our
letter, filed as correspondence with the U.S. Securities and Exchange Commission via EDGAR on February 4, 2021, in which we, as representatives of the several underwriters of loanDepot, Inc.’s (the “Company”) proposed initial
public offering of shares of its Class A common stock, joined the Company’s request for acceleration of the effectiveness of the above-referenced Registration Statement to Thursday, February 4, 2021, at 5:30 p.m. E.S.T. We hereby
formally withdraw our prior request for acceleration of the effective date of the above-referenced Registration Statement and hereby join the Company’s request that the effective date of the above-referenced Registration Statement be
accelerated so that the above-referenced Registration Statement will be declared effective at 9:30 a.m. E.S.T. on Wednesday, February 10, 2021, or as soon thereafter as is practicable.

[Signature Page Follows]

Sincerely,

GOLDMAN SACHS & CO. LLC
as representative of the Underwriters

By:

 /s/ C. Erich Bluhm

Name: C. Erich Bluhm

Title:   Managing Director

BOFA SECURITIES, INC.
as representative of the Underwriters

By:

 /s/ Michele A.H. Allong

Name: Michele A.H. Allong

Title:  AUTHORIZED SIGNATORY

CREDIT SUISSE SECURITIES (USA) LLC
as representative of the Underwriters

By:

 /s/ Robert Rossi

Name: Robert Rossi

Title:   Director

MORGAN STANLEY & CO. LLC
as representative of the Underwriters

By:

 /s/ Michael Occi

Name: Michael Occi

Title:   Managing Director

 [Signature Page to Withdrawal of
Acceleration Request and Revised Acceleration Request]

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 loanDepot, Inc.

26642 Towne Centre Drive

Foothill Ranch, CA 92610

February 10, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 loanDepot, Inc.

Registration Statement on Form S-1

File No. 333-252024

Ladies and Gentlemen:

 On behalf of loanDepot,
Inc., the undersigned hereby (a) withdraws the previous request that the above referenced Registration Statement be declared effective on Thursday, February 4, 2021 and (b) requests that the Securities and Exchange Commission issue an
order declaring the Registration Statement effective at 9:30 A.M., Eastern Time, on Wednesday, February 10, 2021 or as soon thereafter as is practicable. This will confirm that no securities have been sold pursuant to the Registration
Statement.

 Please contact Joshua Korff or Michael Kim of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4943 or (212) 446-4746, respectively, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

Sincerely,

 /s/ Peter Macdonald

Peter Macdonald

General Counsel

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 Via EDGAR

February 9, 2021

 Hugh West

Accounting Branch Chief

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
 loanDepot, Inc.

Amendment No. 4 to Draft Registration Statement on Form S-1

Filed on February 1, 2021

CIK No. 0001831631

 Dear
Mr. West,

 loanDepot, Inc. (“we,” “our” or the “Company”)
received a comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by telephone on February 9, 2021, with
respect to the Company’s Amendment No. 4 to the Draft Registration Statement on Form S-1 (the “Draft Registration Statement”), CIK No. 0001831631, submitted to the
Commission on February 4, 2021, in which you requested that we provide additional disclosure regarding our private valuation in June of 2020. Please be advised we have revised the Draft Registration Statement in response to the Staff’s
comment on page 142 and are publicly filing the Registration Statement on Form S-1 concurrently with this letter.

Please direct any questions that you may have with respect to the foregoing and any requests for additional supplemental information that may
be required by the Staff to Joshua N. Korff, P.C. of Kirkland & Ellis LLP at (212) 446-4943 or Michael Kim, P.C. of Kirkland & Ellis LLP at (212)
446-4746.

 Very truly yours,

LOANDEPOT, INC.

By:

 /s/ Peter A. L. Macdonald

Name:

Peter A. L. Macdonald

Title:

Secretary and Executive Vice President

 Enclosures

cc:
 Robert Klein (Securities and Exchange Commission)

Hugh West (Securities and Exchange Commission)

Jessica Livingston (Securities and Exchange Commission)

J. Nolan McWilliams (Securities and Exchange Commission)

Anthony Hsieh (loanDepot, Inc.)

Patrick Flanagan (loanDepot, Inc.)

Joshua N. Korff, P.C. (Kirkland & Ellis LLP) Michael Kim, P.C. (Kirkland & Ellis LLP)

Michael Kaplan (Davis Polk & Wardwell LLP)

Yasin Keshvargar (Davis Polk & Wardwell LLP)

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 Goldman Sachs & Co. LLC

200 West Street

 New York, New York 10282-2198

BofA Securities, Inc.

 One Bryant Park

New York, New York 10036

 Credit Suisse Securities (USA) LLC

 Eleven Madison Avenue

 New York, New York 10010-3629

Morgan Stanley & Co. LLC

 1585 Broadway

New York, New York 10036

 February 4, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
NE, Mail Stop 3010

 Washington, DC 20549

 Attention: Jessica
Livingston

Re:
 loanDepot, Inc.

Registration Statement on Form S-1

Filed January 11, 2021, as amended

File No. 333-252024

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of loanDepot, Inc. (the “Company”) that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 5:30 p.m. Eastern Time on February 4, 2021, or as soon thereafter as practicable, or at such other time thereafter as the Company or its outside counsel, Kirkland &
Ellis LLP, may request by telephone to the staff of the U.S. Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we, as
representatives of the several underwriters, wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of securities, as many copies of the preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We, the undersigned, as representatives of the
several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

 [Signature Page
Follows]

Very truly yours,

Goldman Sachs & Co. LLC

By:

 /s/ C. Erich Bluhm

Name: C. Erich Bluhm

Title: Managing Director

BofA Securities, Inc.

By:

 /s/ Michele A.H. Allong

Name: Michele A.H. Allong

Title: AUTHORIZED SIGNATORY

Credit Suisse Securities (USA) LLC

By:

 /s/ Robert Rossi

Name: Robert Rossi

Title: Director

Morgan Stanley & Co. LLC

By:

 /s/ Neil Guha

Name: Neil Guha

Title: Executive Director

 [Signature Page to Underwriters Acceleration Request Letter]

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 LOANDEPOT, INC.

26642 Towne Centre Drive

Foothill Ranch, California 96210

February 4, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

Re:
 loanDepot, Inc.

Registration Statement on Form S-1

File No. 333-252024

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, loanDepot, Inc. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:30 p.m., Eastern Time, on February 4, 2021, or
as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Joshua Korff or Michael Kim of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4943 or (212) 446-4746, respectively, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

Sincerely,

 /s/ Peter Macdonald

Peter Macdonald

General Counsel

United States securities and exchange commission logo
January 29, 2021
Peter A. L. Macdonald
Secretary and Executive Vice President
loanDepot, Inc.
c/o LD Holdings Group LLC
26642 Towne Centre Drive
Foothill Ranch, CA 92610
Re:loanDepot, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed January 27, 2021
File No. 333-252024
Dear Mr. Macdonald:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our [Month day, year] letter.
Amendment No. 2 to Registration Statement on Form S-1
Capitalization, page 86
1.We note that the pro forma column in the Capitalization table reflects several adjustments
including the reorganization, the offering transaction, and the October transactions. Please
address the following:
•Revise your presentation to disaggregate (in columnar format) each of the significant
transactions referenced.
•Confirm to us that the pro forma adjustment(s) for the "October Transactions" include
adjustments for each component as described on page iii.
•We note your pro forma Capital (Equity) includes Class A,B,C,and D common stock,

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 January 29, 2021 Page 2
 FirstName LastNamePeter A. L. Macdonald
loanDepot, Inc.
January 29, 2021
Page 2
issued and outstanding; however, no amounts are reflected in the pro forma column.
Revise to include footnote disclosure clarifying why no such amounts are presented.

•Tell us why you include adjustments for the October transactions here; however, you
do not reflect such adjustments in your pro forma financial statements beginning on
page 96.
•We note your presentation of a pro forma negative cash balance of $(33,496) here
and $(38,496) on your unaudited pro forma consolidated balance sheet on page 97.
Tell us why you believe, with reference to authoritative literature, it is appropriate to
present a pro forma negative cash balance, as opposed to a liability or other
presentation.
Reconciliation of Non-GAAP Measures, page 93
2.We have reviewed your response to comment 2 from your correspondence dated January
11, 2021.  Please revise your disclosures here and elsewhere in the filing to clarify and
quantify the specific nature of the unrealized and realized gains (losses) from derivative
assets and liabilities.  There should be sufficient disclosure such that an investor can
reconcile to the total amounts disclosed in the table on page F-28. Alternatively, revise
your table at the bottom of page F-28 to disaggregate amounts included within your
unrealized gains and realized losses from derivative assets and liabilities.
Unaudited Pro Forma Consolidated Financial Information, page 96
3.We note that the pro forma information is prepared to give effect to the Offering
Transactions.  However, it does not appear that there are any adjustments or footnotes
describing the net proceeds received and used from the Offering, as described on page 84.
Please tell us why, and revise to include adjustments with footnotes describing these
activities and any related impacts, as necessary.
Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 98
4.We note your disclosure of the items and activities described in footnotes 2, 3 and 4.
However, it is unclear how the description and amounts in the footnote reconcile to the
adjustment amounts presented on the face of the Unaudited Pro Forma Consolidated
Balance Sheet on page 97.  Please revise to expand your disclosures to include more
detailed information to reconcile the amounts and items described in the footnote to the
adjustment amounts presented on the face of the pro forma balance sheet.
Notes to the Consolidated Financial Statements
Note 14 - Equity Based Compensation, page F-44
5.We note from your disclosure that in June 2020 you exchanged 219,098,855 Class V units
for 631,851,581 Class X Units, and that the modification resulted in $6.4 million in share-
based compensation expense based on the market value of the units at the modification

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 January 29, 2021 Page 3
 FirstName LastName
Peter A. L. Macdonald
loanDepot, Inc.
January 29, 2021
Page 3
date.  Please explain to us how you determined the fair value of the common stock
underlying your equity issuances (i.e., the aforementioned exchange transaction) and the
reasons for any differences between the recent valuations of your common stock leading
up to the IPO and the estimated offering price.
            You may contact Robert Klein at 202-551-3847 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julia Griffith at 202-551-3267 or Nolan McWilliams at 202-551-3217 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Joshua N. Korff

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 Via EDGAR

February 1, 2021

 Ethan Horowitz

Accounting Branch Chief

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
 loanDepot, Inc.

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Submitted on January 27, 2021

 CIK No. 0001831631

Dear Mr. Horowitz,

 Set
forth below are the responses of loanDepot, Inc. (“we,” “our” or the “Company”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 29, 2021, with respect to the Company’s Amendment No. 2 to the Draft Registration
Statement on Form S-1 (the “Draft Registration Statement”), CIK No. 0001831631, submitted to the Commission on January 27, 2020.

In addition, we have revised the Draft Registration Statement in response to the Staff’s comment and are publicly filing the Registration
Statement on Form S-1 (the “Registration Statement”) concurrently with this letter. For your convenience, each response is prefaced by the exact text of the Staff’s corresponding
comment. All references to page numbers and captions correspond to the Registration Statement unless otherwise specified.

 Amendment No. 2 to Draft Registration Statement on Form
S-1

 Capitalization, page 86

1.
 We note that the pro forma column in the Capitalization table reflects several adjustments including the
reorganization, the offering transaction, and the October transactions. Please address the following:

•

 Revise your presentation to disaggregate (in columnar format) each of the significant transactions
referenced.

•

 Confirm to us that the pro forma adjustment(s) for the “October Transactions” include adjustments
for each component as described on page iii.

•

 We note your pro forma Capital (Equity) includes Class A, B, C, and D
common stock, issued and outstanding; however, no amounts are reflected in the pro forma column. Revise to include footnote disclosure clarifying why no such amounts are presented.

•

 Tell us why you include adjustments for the October transactions here; however, you do not reflect such
adjustments in your pro forma financial statements beginning on page 96.

•

 We note your presentation of a pro forma negative cash balance of $(33,496) here and $(38,496) on your
unaudited pro forma consolidated balance sheet on page 97. Tell us why you believe, with reference to authoritative literature, it is appropriate to present a pro forma negative cash balance, as opposed to a liability or other presentation.

 RESPONSE:

We have reviewed the pro forma column in the Capitalization table, including the adjustments for the reorganization, the offering transaction
and the October Transactions along with the comments provided by the Staff.

a.
 We have revised the presentation of the Capitalization table to disaggregate into columnar format to present
each of the significant transactions referenced.

b.
 We confirm that the pro forma adjustment includes adjustments for each component of the October Transactions
with the exception of the Advance Receivables Trust and the retirement of our 2018 Securitization Facility. We have inserted explanatory footnotes detailing the rationale for foregoing adjustments for these components. i.

 2

c.
 As the par value of our Class A, B, C and D common stock is $.001, we did not believe the par value issued
and outstanding was material and did not break it out from additional paid-in-capital. We have now separated the amount on to the individual lines and show a par value
of $17,207 for Class A, $193,091 for Class C and $114,701 for Class D. There are no shares issued and outstanding for Class B.

d.
 In October 2020, we included a Capitalization table in our prospectus that included the impact of the October
Transactions as part of our 144A bond offering. Since we had previously disclosed a Capitalization table with this information to certain investors, we continued to include it in the Capitalization table for this offering. We did not include it in
the Pro Forma Balance Sheet due to what we believed was an immaterial impact of $5 million on the cash and debt obligations, net. We have revised the Pro Forma Balance Sheet to include the impact of the October Transactions.

e.
 The adjustments to cash in our Pro Forma Balance Sheet include tax distributions of $102.8 million as
required under the Company’s operating agreement and $573.2 million of profits distributions that were approved by the Board and allowable under the Company’s operating agreement, net of $33.5 million in accrued expenses and
other liabilities. We disclose that these distributions were made from not only the Company’s cash on hand at September 30, 2020, but also from cash generated from operations during the fourth quarter of 2020 and first quarter of 2021. We
showed a negative balance of cash in the Pro Forma adjusted column so investors could see what the net impact on cash was for these distributions on cash generated during the fourth quarter of 2020 and first quarter of 2021. Additionally, the
profits distributions are not required and are made upon Board approval only, thus we did not believe it represented a liability as the Company is not obligated to make the profit distributions under the operating agreement. We do not have specific
authoritative literature to determine that the presentation of a negative cash balance is appropriate and thus we have revised the presentation to reclassify the negative cash balance and included within other liabilities on the Pro Forma Balance
Sheet. We will also add detail in the footnote to ensure the reclassification from cash to other liabilities is clearly detailed.

 3

 Reconciliation of Non-GAAP Measures, Page 93

2.
 We note your response to comment 11 and reissue our comment in part. Please revise to quantify each of
the components of this adjustment and provide us with a reconciliation to the amounts disclosed in your financial statements and related footnotes.

RESPONSE:

 We have added
additional reconciliation tables into footnote (2) for the realized and unrealized (gains) losses from derivative assets and liabilities to reconcile the total amounts in the Non-GAAP reconciliations to
the total amounts disclosed in the table on page F-28.

 Unaudited Pro Forma Consolidated Financial
Information, page 96

3.
 We note that the pro forma information is prepared to give effect to the Offering Transactions. However,
it does not appear that there are any adjustments or footnotes describing the net proceeds received and used from the Offering, as described on page 84. Please tell us why, and revise to include adjustments with footnotes describing these activities
and any related impacts, as necessary.

 RESPONSE:

As disclosed on page 84, all of the net proceeds received will be used to purchase Holdco Units from Exchanging Members and thus there are no
net proceeds that will remain with the Company. As the net proceeds to the Company nets to zero we did not include in the Pro Forma Balance Sheet. We have revised the table and included footnotes to show the net proceeds activities and related
impacts to the Pro Forma Balance.

 Notes to Unaudited Pro Forma Consolidated Balance Sheet, page 98

4.
 We note your disclosure of the items and activities described in footnotes 2, 3 and 4. However, it is
unclear how the description and amounts in the footnote reconcile to the adjustment amounts presented on the face of the Unaudited Pro Forma Consolidated Balance Sheet on page 97. Please revise to expand your disclosures to include more detailed
information to reconcile the amounts and items described in the footnote to the adjustment amounts presented on the face of the pro forma balance sheet.

RESPONSE:

 We have
expanded the disclosure to provide the numerical total of the transaction costs in footnote (3) to allow for the reader to reconcile to the adjustments. We have also added an additional column to breakout the adjustments so they more clearly
reconcile to amounts referred to in the footnotes.

 4

 Notes to the Consolidated Financial

Statements Note 14 - Equity Based

Compensation, page F 4

5.
 We note from your disclosure that in June 2020 you exchanged 219,098,855 Class V units for
631,851,581 Class X Units, and that the modification resulted in $6.4 million in share- based compensation expense based on the market value of the units at the modification date. Please explain to us how you determined the fair value of
the common stock underlying your equity issuances (i.e., the aforementioned exchange transaction) and the reasons for any differences between the recent valuations of your common stock leading up to the IPO and the estimated offering price.

 RESPONSE:

The Company engaged a third party valuation firm to perform a fair value of equity valuation analysis that was used to determine the fair
value of the Class X common units. The fair value of equity was determined using the income approach with a discounted cash flow model and the market approach with guideline publicly-traded companies. The resulting fair value of equity was then
used as an input and a probability weighting of the outcome of various scenarios in which a Class X common unit would achieve liquidity through the Company’s operating agreement including sale, IPO or bankruptcy and then applying an
appropriate marketability discount to determine grant date fair value of each Class X common unit.

 The recent valuations of our
common stock as part of our IPO include information that was not available or did not exist at the time of the valuation in the first half of 2020, including new publicly-traded market comparable companies. The Company, as well as other peers
throughout the industry, have seen record growth and volume during the second half of 2020. The Company used what management believed was a realistic forecast of financial performance for 2020 as input into the discounted cash flow model based on
market conditions and expectations at the time. Actual results for 2020 significantly outperformed these inputs as demand and volume continued to reach levels never before seen in the market during the second half of 2020. In addition to the
outperformance of our 2020 forecast, the multiples that our guideline publicly traded companies are valued at have increased by over 250% from the first half of 2020 to today. We also have the addition of new comps from similar companies that have
gone public during the last six months. These new mortgage company comps are trading at multiples that are more than 600% greater than the average revenue multiple used from our comparable companies in the first half of 2020. The combination of this
outperformance of early 2020 forecasts combined with the increases in the number of publicly-traded comparable companies and the multiples they trade at has driven the significant increase in our valuation from the first half of 2020 to the timing
of our IPO. Finally, we believe that the illiquidity discount associated with being a private company will no longer apply after this offering, and is reflected in an increase in the fair market value per share of common stock.

 5

 Please direct any questions that you may have with respect to the foregoing and any requests
for additional supplemental information that may be required by the Staff to Joshua N. Korff, P.C. of Kirkland & Ellis LLP at (212) 446-4943 or Michael Kim, P.C. of Kirkland & Ellis LLP
at (212) 446-4746.

 Very truly yours,

LOANDEPOT, INC.

By:

Peter A. L. Macdonald

Name:

Peter A. L. Macdonald

Title:

Secretary and Executive Vice President

 Enclosures

cc:
 Robert Klein (Securities and Exchange Commission)

 Hugh West (Securities and Exchange Commission)

 Ethan Horowitz (Securities and Exchange Commission)

 Jessica Livingston (Securities and Exchange Commission)

 J. Nolan McWilliams (Securities and Exchange Commission)

 Anthony Hsieh (loanDepot, Inc.)

 Patrick Flanagan (loanDepot, Inc.)

 Joshua N. Korff, P.C. (Kirkland & Ellis LLP)

 Michael Kim, P.C. (Kirkland & Ellis LLP)

 Michael Kaplan (Davis Polk & Wardwell LLP)

 Yasin Keshvargar (Davis Polk & Wardwell LLP)

 6

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 Via EDGAR

January 11, 2021

 Ethan Horowitz

Accounting Branch Chief

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-3561

Re:
 loanDepot, Inc.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Submitted on December 22, 2020

 CIK No. 0001831631

Dear Mr. Horowitz,

 Set
forth below are the responses of loanDepot, Inc. (“we,” “our” or the “Company”) to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 6, 2021, with respect to the Company’s Amendment No. 1 to the Draft Registration
Statement on Form S-1 (the “Draft Registration Statement”), CIK No. 0001831631, submitted to the Commission on December 22, 2020.

In addition, we have revised the Draft Registration Statement in response to the Staff’s comment and are publicly filing the Registration
Statement on Form S-1 (the “Registration Statement”) concurrently with this letter. Additionally, we are providing a supplemental letter providing additional information (the
“Supplemental Letter”) pursuant to Rule 418(b) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-4 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), in response to the Staff’s comments.

 For your convenience,
each response is prefaced by the exact text of the Staff’s corresponding comment. All references to page numbers and captions correspond to the Registration Statement unless otherwise specified.

Amendment No. 1 to Draft Registration Statement on Form S-1

Summary Historical and Pro Forma Consolidated Financial Information Loan Origination Metrics, page 25

1.
 We note your response to comment 7 stating that you do not believe the disclosure of the requested
information would provide any additional material information that would be useful to investors and that management does not use the metrics. However, we also note your disclosure and discussion of

measures such as average profitability per retail licensed loan officer, average monthly closings per licensed loan officer and customer acquisition costs elsewhere in the filing for the
period ended September 30, 2020 (e.g., pages 2, 6, 7, etc.). Please help us reconcile your response that these are not material or meaningful measures and are not used by management with the fact that they are disclosed and discussed elsewhere
in the filing. In addition, considering that you disclose these quantitative measures for the period ended September 30, 2020, tell us why you do not believe it is meaningful or necessary to also disclose the prior period comparable
quantitative measures from a trends perspective.

 RESPONSE:

We have revised the Registration Statement on pages 2, 6, 7, 140 and 149 in accordance with the Staff’s comment.

Selected Historical Consolidated Condensed Financial Information

Reconciliation of Non-GAAP Measures, Page 91

2.
 We note your response to comment 11 and reissue our comment in part. Please revise to quantify each of
the components of this adjustment and provide us with a reconciliation to the amounts disclosed in your financial statements and related footnotes.

RESPONSE:

 We have
revised the Registration Statement on page 92 to include the three components of the change in fair value of servicing rights, net of hedging gains and losses metric. We have also included additional footnotes to the reconciliation table in order to
identify where in our consolidated financial statements each of these individual components is included.

 In response to your request for a
reconciliation of each component to the amounts disclosed in our financial statements and related footnotes, we have provided this information in the Supplemental Letter in accordance with the Staff’s comment.

Please direct any questions that you may have with respect to the foregoing and any requests for additional supplemental information that may
be required by the Staff to Joshua N. Korff, P.C. of Kirkland & Ellis LLP at (212) 446-4943 or Michael Kim, P.C. of Kirkland & Ellis LLP at (212)
446-4746.

 2

Very truly yours,

LOANDEPOT, INC.

By:

 /s/ Peter A. L. Macdonald

Name:

Peter A. L. Macdonald

Title:

Secretary and Executive Vice President

 Enclosures

cc:
 Robert Klein (Securities and Exchange Commission)

Hugh West (Securities and Exchange Commission)

Ethan Horowitz (Securities and Exchange Commission)

Jessica Livingston (Securities and Exchange Commission)

J. Nolan McWilliams (Securities and Exchange Commission)

Anthony Hsieh (loanDepot, Inc.)

Patrick Flanagan (loanDepot, Inc.)

Joshua N. Korff, P.C. (Kirkland & Ellis LLP)

Michael Kim, P.C. (Kirkland & Ellis LLP)

Michael Kaplan (Davis Polk & Wardwell LLP)

Yasin Keshvargar (Davis Polk & Wardwell LLP)

 3

United States securities and exchange commission logo
January 6, 2021
Peter A. L. Macdonald
Secretary and Executive Vice President
loanDepot, Inc.
c/o LD Holdings Group LLC
26642 Towne Centre Drive
Foothill Ranch, CA 92610
Re:loanDepot, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted on December 22, 2020
CIK No. 0001831631
Dear Mr. Macdonald:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Summary Historical and Pro Forma Consolidated Financial Information
Loan Origination Metrics, page 25
1.We note your response to comment 7 stating that you do not believe the disclosure of the
requested information would provide any additional material information that would be
useful to investors and that management does not use the metrics.  However, we also note
your disclosure and discussion of measures such as average profitability per retail licensed
loan officer, average monthly closings per licensed loan officer and customer acquisition
costs elsewhere in the filing for the period ended September 30, 2020 (e.g., pages 2, 6, 7,
etc.).  Please help us reconcile your response that these are not material or meaningful

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 January 6, 2021 Page 2
 FirstName LastName
Peter A. L. Macdonald
loanDepot, Inc.
January 6, 2021
Page 2
measures and are not used by management with the fact that they are disclosed and
discussed elsewhere in the filing.  In addition, considering that you disclose these
quantitative measures for the period ended September 30, 2020, tell us why you do not
believe it is meaningful or necessary to also disclose the prior period comparable
quantitative measures from a trends perspective.
Selected Historical Consolidated Condensed Financial Information
Reconciliation of Non-GAAP Measures, page 91
2.We note your response to comment 11 and reissue our comment in part.  Please revise to
quantify each of the components of this adjustment and provide us with a reconciliation to
the amounts disclosed in your financial statements and related footnotes.
            You may contact Robert Klein at 202-551-3847 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Joshua N. Korff

United States securities and exchange commission logo
December 9, 2020
Peter A. L. Macdonald
Secretary and Executive Vice President
loanDepot, Inc.
c/o LD Holdings Group LLC
26642 Towne Centre Drive
Foothill Ranch, CA 92610
Re:loanDepot, Inc.
Draft Registration Statement on Form S-1
Submitted on November 12, 2020
CIK No.0001831631
Dear Mr. Macdonald:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note various subjective, conclusory references to your expertise, best-in class and
industry-leading position, including:
•“Industry-Leading Recapture Rates”;
•“industry-leading growth and profitability";
•“industry-leading platform";
•“industry-leading customer service to every borrower";
•“leading technology platform";
•“expertise in digital marketing, big data and marketing analytics”;

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 December 9, 2020 Page 2
 FirstName LastNamePeter A. L. Macdonald
loanDepot, Inc.
December 9, 2020
Page 2
•“expertise in marketing, predictive analytics, and continuous customer
engagement"; and
•“best-in-class front-end interface”

Please provide support for these statements, and disclose the measure by which you
determined your competitive position. If any of these statements are based upon
management's belief, please indicate that this is the case.
2.Refer to the third paragraph of "Our Company."  Please explain what Net Promoter Score
(NPS) measures, how it is calculated, whether it is proprietary or based on third-party
data, and how it correlates to revenue growth or otherwise is significant to your business.
3.We note statements here and in your Business section on your continued growth plans.
We also note no offering proceeds will be used for this growth. Please clarify how this
growth will be funded and any additional funding needs you will have to drive this
growth.
Our Strengths
High-Growth, Profitable Financial Profile, page 9
4.We note in the second paragraph that you provide a discussion that includes adjusted
revenue and adjusted net income, both of which are non-GAAP measures.  Please revise
here, and elsewhere as necessary, to label these measures as non-GAAP, and expand your
discussion to include the most directly comparable GAAP measure with equal or greater
prominence.
Corporate Information
Recent Developments, page 12
5.We note your disclosure of the number of loans and percentage of servicing portfolio
enrolled in active forbearance plans.  Please continue to update this, including the graphs
at the top of page 13, and your related liquidity disclosure as of the most recent practicable
date.
6.At the top of page 14, please clarify and quantify the item in your list of October
transactions "(iii) the borrowings under our Advance Receivables Trust" to clarify
whether you are referencing the $130 billion amount referenced on page 12 in regard to
this Trust or advise.
Loan Origination Metrics, page 23
7.We note that you make references throughout your registration statement to certain loan
metrics, including among others those related to loan officers.  Please revise your
disclosures to include (for each of the periods presented) the following metrics, and/or any
other metrics that management uses and would be useful to investors in understanding
your operations and operating trends.

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 December 9, 2020 Page 3
 FirstName LastName
Peter A. L. Macdonald
loanDepot, Inc.
December 9, 2020
Page 3
•Quantify the number of loan officers.
•Disclose the average monthly closings per licensed loan officer, along with a
definition of "closing".
•Disclose the average profitability per retail licensed loan officer, along with a
definition of this metric and how it is computed.
•Disclose your customer acquisition cost, differentiating between new customer,
recapture, and partnership originations.  In addition, provide a definition of this
metric and how it is computed.
Summary Historical and Pro Forma Consolidated Financial Information
Key Performance Indicators
Servicing Metrics, page 23
8.We note that you quantify "60+ days delinquent" in dollar amounts.  Please revise to also
include your delinquency rate (%) for each period presented.
9.Please revise to explain the significance of the Servicing rights "Multiple" at the bottom of
page 23, along with a narrative description of how the metric is computed.  In addition,
provide the weighted average annualized retained service fee in basis points for your
Servicing Rights for each of the periods presented.
Reconciliation of Non-GAAP Measures, page 24
10.We note your adjustment to revenue for the change in fair value of servicing rights, net of
hedging gains and losses with a reference to a footnote 1 on page 25.  However, it is
unclear which footnote 1 this reference corresponds to in the footnotes below the tables.
Please revise to clarify accordingly.
11.In relation to the above adjustment, please provide more fulsome disclosure explaining the
nature of the adjustment and why the Company believes it is meaningful to exclude in
evaluating the results of operations.  In addition, provide a reconciliation showing the
components comprising the adjustment and which line items those components are
recorded in the financial statements.
12.We note your adjustment for income taxes in your presentation of adjusted net income due
to loanDepot, inc. being subject to federal, state and local income taxes.  Please revise to
provide a more fulsome disclosure explaining the nature of the adjustment, change to the
Company's tax structure, and why the Company believes it is a meaningful adjustment.
Selected Historical Consolidated Condensed Financial Information, page 88
13.We note that the servicing portfolio data for 2016 and 2015 on page 89 is incomplete.
Please revise to populate this information or tell us why it cannot be provided.

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 December 9, 2020 Page 4
 FirstName LastName
Peter A. L. Macdonald
loanDepot, Inc.
December 9, 2020
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
Gain on Origination and Sale of Loans, Net, page 106
14.We note your discussion of the changes in the components of gain on origination and sale
of loans, net, on page 107.  Please expand your discussion(s), as applicable, to provide a
more granular analysis and quantification of the factors causing the respective changes.
Consider, but do not limit your disclosure to, the following examples:
• Where you attribute the increases in net premiums realized upon the sale of loans to
investors to the volume of loan originations, provide additional quantification of the
loan volumes (i.e., number of loans sold in the respective periods) along with your
explanation of the causal factors and known trends.
•Where you discuss the changes in servicing rights, provide additional quantification
of the volume of loans sold on a servicing-retained basis along with your explanation
of the causal factors.  In addition, provide more granularity into the causal factors for
the increases/decreases in estimated servicing multiples.
•Where you discuss the changes in your unrealized gains from derivative assets and
liabilities—IRLCs, expand your discussion to provide quantification of the number of
IRLCs during the respective periods, along with your explanation of the causal
factors.
Change in Fair Value of Servicing Rights, Net, page 108
15.We note that you attribute, in part, a change of $70.5 million in realized losses resulting
from increases in fallout and decay of the portfolio as a result of increased prepayment
speeds due to decreases in market interest rates.  Where you attribute changes to modeling
assumptions (e.g., prepayment speeds) please provide quantification of the weighted
average prepayment rates (for the respective periods) along with your explanation of the
causal factors of the change and any known trends.
Liquidity and Capital Resources, page 124
16.Please tell us whether you intend to file as exhibits to the registration statement any of
your loan funding facilities as material contracts.
Retail and Partner Strategies, page 140
17.Noting references here and elsewhere to your "partnership with one of the 10 largest U.S.
retail banks by total assets," and the statement that 28% of your origination volume is
from your Partner strategy, please quantify if material the percentage of this 28% that is
from this partnership with the top 10 bank or advise.

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 December 9, 2020 Page 5
 FirstName LastName
Peter A. L. Macdonald
loanDepot, Inc.
December 9, 2020
Page 5
Business
Marketing Strategy, page 142
18.Regarding your disclosure that your "organic refinance consumer direct recapture rate was
67%" compared to "industry average refinance recapture rate of only 18%,"  clarify the
source of the cited 67% recapture rate and clarify whether these are the same standard and
what percentage of your refinance and purchase transactions fall into this category of
"organic refinance consumer direct."  Where you make comparisons with the industry
average, please ensure that the measures are the same or explain how they differ.
Expand Upon Our Already Massive Top-of-Funnel Reach, page 151
19.Please briefly define "top-of-funnel" as you use it in your prospectus. Please also advise
us of the basis for statements that your top-of-funnel reach is "massive" or revise to
describe your reach objectively.
Certain Relationships and Related Party Transactions
Joint Ventures, page 179
20.Please expand to clarify the related party nature of these joint ventures or advise.
Consolidated Balance Sheets, page F-5
21.We note your disclosure of various distributions to unitholders in September, October and
November 2020, which have not yet been reflected in your financial statements.  Please
note that if a planned distribution to owners, regardless of whether it has been declared, is
not reflected in the latest balance sheet but would be significant relative to reported equity,
a pro forma balance sheet reflecting the distribution accrual (but not giving effect to the
offering proceeds) should be presented alongside the historical balance sheet in the filing.
We refer to section 3420 of the Division of Corporation Finance Financial Reporting
Manual.
Consolidated Statements of Operations, page F-7
22.Please revise to present a basic and diluted earnings per share, or tell us why you do not
believe it is required.  Refer to ASC 260-10-15-2.
23.We note your reorganization transaction will result in a change to your tax structure.
Please revise to provide pro forma tax and earnings per share data on the face of the
historical financial statements.  Refer to section 3410 of the Division of Corporation
Finance Financial Reporting Manual.

 FirstName LastNamePeter A. L. Macdonald
 Comapany NameloanDepot, Inc.
 December 9, 2020 Page 6
 FirstName LastName
Peter A. L. Macdonald
loanDepot, Inc.
December 9, 2020
Page 6
Notes to Consolidated Financial Statements
Note 15 - Commitments and Contingencies
Legal Proceedings, page F-46
24.We note that the Company is the defendant, in or a party to, a number of legal actions or
proceedings that arise in the ordinary course of business.  We also note your disclosure
stating that when it is probable a liability has been incurred and the Company can
reasonably estimate the amount of the loss, an accrued liability is established.  Please
revise your disclosures to provide more fulsome details regarding the nature of the legal
proceedings to which the Company is a defendant, relevant dates of activities, and clearly
disclose an estimate of the possible loss or range of loss in excess of accruals, or a
statement that such an estimate cannot be made. Refer to ASC 450-20-50.
            You may contact Robert Klein at 202-551-3847 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jessica Livingston at 202-551-3448 or J. Nolan McWilliams at 202-551-3217 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Finance