Ladder Capital Corp (NYSE:LADR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

The information in Item 8.01 of this Current Report is
incorporated in this Item 5.02 by reference.

Item 8.01. Other Events.

On March3, 2017, Ladder Capital Corp (Ladder or the Company),
Related Real Estate Fund II, L.P. (Related), which is an
affiliate of The Related Companies, L.P., and certain pre-IPO
stockholders of Ladder, including affiliates of TowerBrook
Capital Partners, L.P. and GI Partners L.P., closed the
previously announced purchase by Related of $80.0 million of
Ladders ClassA common stock (the Shares) from the pre-IPO
stockholders. The investment was made by a wholly owned
subsidiary of Related, which is an opportunity fund with equity
commitments of over $1 billion.

As part of the closing of the transaction, Ladder and Related
entered into a Stockholders Agreement, dated as of March3, 2017,
to which Jonathan Bilzin, Managing Director of TowerBrook Capital
Partners, L.P., resigned from the Board of Directors, and all
committees thereof, and Ladder appointed Richard OToole,
Executive Vice President and General Counsel of The Related
Companies L.P., to replace Mr.Bilzin as a ClassII Director on
Ladders Board of Directors, each effective as of March3, 2017.
The Company thanks Mr.Bilzin for his years of dedicated service
to the Company.

In connection with the foregoing, Mr.OToole was appointed to the
Boards Audit Committee and Douglas Durst was appointed chair of
the Boards Compensation Committee.

to the Stockholders Agreement, Ladder granted to Related a right
of first offer with respect to certain horizontal risk retention
investments in which Ladder intends to retain an interest and
Related agreed to certain standstill provisions.

In addition, as part of the closing of the transaction, Ladder,
certain pre-IPO stockholders and Related entered into a Second
Amended and Restated Registration Rights Agreement providing,
among other things, Related with customary registration rights
with respect to the Shares.

In connection with Mr.OToole joining the Board of Directors, on
March3, 2017, he was granted restricted shares of the Companys
ClassA common stock, to Ladders 2014 Omnibus Incentive Plan, with
a grant date fair value of $75,000, which represented 5,130
shares. The restricted shares vest in three equal installments on
each of the first three anniversaries of the grant date or upon a
change in control of the Company, subject to Mr.OTooles continued
service on the Board of Directors.

The foregoing descriptions of the Stockholders Agreement and the
Second Amended and Restated Registration Rights Agreement do not
purport to be complete and are qualified in their entirety by
reference to the full text of such agreements, copies of which
are filed herewith as Exhibit99.1 and Exhibit99.2, respectively,
and incorporated herein by reference.

About Ladder Capital Corp (NYSE:LADR)

Ladder Capital Corp is a commercial real estate finance company. The Company’s segments include loans, securities and real estate. The loans segment includes mortgage loan receivables held for investment (balance sheet loans) and mortgage loan receivables held for sale (conduit loans). The securities segment comprises all of the Company’s activities related to commercial real estate securities, which include investments in commercial mortgage-backed securities (CMBS) and United States Agency Securities. The real estate segment includes net leased properties, office buildings, a warehouse and condominium units. The Company invests primarily in loans, securities and other interests in the United States commercial real estate, with a focus on senior secured assets. The Company owns approximately 100 single tenant net leased properties. In addition, the Company owns approximately 30 other properties.

Ladder Capital Corp (NYSE:LADR) Recent Trading Information

Ladder Capital Corp (NYSE:LADR) closed its last trading session up +0.12 at 14.74 with 747,975 shares trading hands.