Ladder Capital Corp (NASDAQ:LADR) Files An 8-K Other Events

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Ladder Capital Corp (NASDAQ:LADR) Files An 8-K Other Events

Item 8.01. Other Events.

On December6, 2016, Ladder Capital Corp (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
the selling stockholders named therein (the Selling
Stockholders), Merrill Lynch, Pierce, Fenner Smith Incorporated,
Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC,
as representatives of the underwriters named therein
(collectively, the Underwriters), to which the Selling
Stockholders agreed to sell to the Underwriters, and the
Underwriters agreed to purchase from the Selling Stockholders,
subject to and upon the terms and conditions set forth therein,
an aggregate of 10,000,000 shares of the Companys ClassA common
stock, par value $0.001 per share, at a price of $13.056 per
share (the Secondary Offering). Certain of the Selling
Stockholders also granted the Underwriters a 30-day option to
purchase up to an additional 1,500,000 shares. On December7,
2016, the Underwriters notified the Company and the Selling
Stockholders of their intent to exercise their option to purchase
the additional 1,500,000 shares in full.

On December 1, 2016, in connection with the Secondary Offering,
the Company entered into a second amendment to the Amended and
Restated Registration Rights Agreement, dated as of February 11,
2014 (the Second RRA Amendment), to amend certain provisions
relating to participation in underwritten offerings.

The foregoing descriptions of the Underwriting Agreement and the
Second RRA Amendment are qualified in their entirety by reference
to the full text of the such agreements, which are filed as
Exhibits 1.1 and 99.1, respectively, to this Current Report on
Form8-K and incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

Exhibit 1.1 to this Current Report on Form8-K is hereby
incorporated by reference into the Registration Statement on
FormS-3 (Registration No.333-202590) filed by the Company with
the Securities and Exchange Commission on March6, 2015 and
amended on March4, 2016 and March7, 2016.

(d) Exhibits

Exhibit No.

DescriptionofExhibit

1.1

Underwriting Agreement, dated December6, 2016, by and among
Ladder Capital Corp, the selling stockholders named therein
and Merrill Lynch, Pierce, Fenner Smith Incorporated,
Deutsche Bank Securities Inc., and Wells Fargo Securities,
LLC, as representatives of the underwriters named therein.

99.1

Amendment No. 2, dated as of December 1, 2016, to the
Amended and Restated Registration Rights Agreement, dated
as of February 11, 2014.



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