Ladder Capital Corp (NYSE:LADR) Files An 8-K Other Events
Item 8.01. Other Events.
Strategic Investment in Ladder by Related
Companies
On February27, 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., entered into a Stock
Purchase Agreement, to which Related agreed to purchase $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.
Upon the closing of the transaction, which is expected to occur
on March 3, 2017, Ladder and Related will enter into a
Stockholders Agreement, to which, upon the closing, Ladder will
appoint Richard OToole, Executive Vice President and General
Counsel of Related, to replace Jonathan Bilzin, Managing Director
of TowerBrook Capital Partners, L.P., as a ClassII Director on
Ladders Board of Directors.
to the Stockholders Agreement, Ladder will also grant Related a
right of first offer with respect to certain horizontal risk
retention investments in which Ladder intends to retain an
interest and Related will agree to certain standstill provisions.
In addition, Ladder, the pre-IPO stockholders and Related will
enter into a Second Amended and Restated Registration Rights
Agreement providing Related with customary registration rights
with respect to the Shares. The closing is subject to customary
closing conditions.
The Company issued a press release regarding the foregoing on
February28, 2017, a copy of which is filed herewith as
Exhibit99.1 and incorporated herein by reference.
Forward-Looking Statements
Certain statements in this report may constitute forward-looking
statements, including those related to the closing of the
transaction and changes to Ladders Board of Directors. 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 closing of the
transaction and changes to Ladders Board of Directors. 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 |
99.1 |
Press Release |
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 +0.35 at 14.78 with 801,265 shares trading hands.