Ladder Capital Corp (NYSE:LADR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
Issuance of 5.250% Senior Notes due
2022
On March16, 2017, Ladder Capital Finance Holdings LLLP (LCFH) and
Ladder Capital Finance Corporation (together with LCFH, the
Issuers), subsidiaries of Ladder Capital Corp (Ladder or the
Company), issued $500 million aggregate principal amount of
5.250% senior notes due 2022 (the Senior Notes).
Ladder intends to use the net proceeds of the offering to redeem
the Issuers remaining outstanding 7.375% senior notes due 2017,
to pay offering related expenses and for general corporate
purposes, including repayment of secured debt.
The Senior Notes were offered in the United States to persons
believed to be qualified institutional buyers to Rule144A under
the Securities Act of 1933, as amended (the Securities Act), and
outside the United States to Regulation S under the Securities
Act. The Senior Notes have not been registered under the
Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements. This report does not constitute an
offer to sell the Senior Notes or a solicitation of an offer to
purchase the Senior Notes.
Indenture
The Senior Notes were issued under an Indenture, dated March16,
2017 (the Indenture), among the Issuers, the guarantors named
therein (including the Company) and Wilmington Trust, National
Association, as trustee.
The Indenture provides, among other things, that the Senior Notes
will be senior unsecured obligations of the Issuers. Interest is
payable on the Senior Notes on March15 and September15 of each
year beginning on September15, 2017 until their maturity date of
March15, 2022. The Indenture contains covenants that, among other
things:
limit the Issuers ability and the ability of their restricted
subsidiaries to incur additional indebtedness or issue certain
disqualified stock and preferred shares;
require that the Issuers and their restricted subsidiaries
maintain total unencumbered assets (as defined in the Indenture)
of not less than 120% of the aggregate principal amount of the
outstanding unsecured indebtedness of the Issuers and their
restricted subsidiaries; and
limit LCFHs ability to merge or consolidate with another company
or sell all or substantially all of its assets.
These covenants are subject to a number of important exceptions
and qualifications.
If LCFH experiences certain kinds of changes of control and the
Senior Notes receive a ratings downgrade, the Issuers will be
required to offer to repurchase the Senior Notes at a price equal
to 101% of the principal amount thereof plus accrued but unpaid
interest to the repurchase date.
The Issuers may redeem the Senior Notes at any time, in whole or
in part, prior to their maturity. The redemption price for Senior
Notes that are redeemed before September15, 2021 will be equal to
50% of the principal amount thereof, together with any accrued
and unpaid interest to the redemption date, plus a make-whole
premium. The redemption price for Senior Notes that are redeemed
on or after September
15, 2021 will be equal to 50% of the principal amount thereof,
together with any accrued and unpaid interest to the redemption
date. In addition, the Issuers may redeem up to 35% of the
Senior Notes using the proceeds of certain equity offerings
completed before March15, 2020.
The Indenture provides for customary events of default, which
include (subject in certain cases to customary grace and cure
periods) nonpayment of principal or interest; breach of other
agreements in the indentures; defaults in failure to pay
certain other indebtedness; the rendering of judgments to pay
certain amounts of money against the Issuers and their
subsidiaries; the failure of certain guarantees to be
enforceable; and certain events of bankruptcy or insolvency.
The foregoing summary of the Indenture and the Senior Notes
does not purport to be complete and is qualified in its
entirety by reference to the complete terms of the Indenture
and the form of Senior Note, copies of which are filed herewith
as Exhibit4.1 and Exhibit4.2, respectively, and are
incorporated herein by reference.
Item 2.03 Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by
reference into this Item 2.03.
Forward-Looking Statements
Certain statements in this report may constitute
forward-looking statements, including those related to the use
of proceeds from the offering and the notes redemption. These
statements are based on managements current expectations,
beliefs, plans, objectives and assumptions regarding future
events. These forward-looking statements are only predictions,
not historical fact, and involve certain risks and
uncertainties, as well as assumptions. Actual events could
differ materially from those stated, anticipated or implied by
such forward-looking statements, including those regarding the
use of proceeds from the offering and the notes redemption.
While Ladder believes that its assumptions are reasonable, it
is very difficult to predict the impact of known factors, and,
of course, it is impossible to anticipate all factors that
could affect actual outcomes. There are a number of risks and
uncertainties that could cause actual results to differ
materially from forward-looking statements made herein
including, the risks discussed under the heading Risk Factors
in the Companys Annual Report on Form10-K for the year ended
December31, 2016, as well as its consolidated financial
statements, related notes, and other financial information
appearing therein, and its other filings with the U.S.
Securities and Exchange Commission. Such forward-looking
statements are made only as of the date of this report. Ladder
expressly disclaims any obligation or undertaking to release
any updates or revisions to any forward-looking statements
contained herein to reflect any change in its expectations with
regard thereto or changes in events, conditions, or
circumstances on which any such statement is based.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit No. |
|
DescriptionofExhibit |
|
4.1 |
Indenture, dated March16, 2017, among Ladder Capital |
|
|
4.2 |
Formof Senior Note (included in Exhibit4.1). |
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 +0.22 at 14.34 with 516,088 shares trading hands.
