News Column


February 21, 2014

Item 8.01. Other Events.

On February 11, 2014, Ladder Capital Corp ("Ladder Capital"), an affiliate of Ladder Capital Finance Holdings LLLP ("LCFH"), completed an initial public offering (the "IPO") of 15,237,500 shares of Class A common stock at a price to the public of $17.00 per share. Upon the completion of the IPO, Ladder Capital became the general partner and controlling entity of LCFH.

In connection with the IPO, LCFH effected certain transactions intended to simplify its capital structure. All membership interests in LCFH were converted into a single new class of units in LCFH, which are referred to as "LP Units," and which can be exchanged on a one for one basis for Ladder Capital Class A common stock following a 180-day lock-up period. In addition, certain of the existing owners of LCFH received Ladder Capital Class A common stock in lieu of the LP Units that would otherwise have been issued to such existing owners in exchange for their membership interests in LCFH. Ladder Capital contributed the net proceeds from the IPO, or approximately $238.3 million, to LCFH and LCFH issued to Ladder Capital or its subsidiaries a number of LP Units equal to the number of shares of Ladder Capital Class A common stock issued in connection with the offering and the reorganization transactions.

In connection with the IPO, a subsidiary of LCFH entered into new employment agreements with the company's named executive officers, which replaced the prior employment agreements with such officers, LCFH entered into an amended and restated limited liability limited partnership agreement, LCFH and Ladder Capital entered into an amended and restated registration rights agreement, and LCFH and Ladder Capital entered into a tax receivable agreement with certain holders of LP Units. Forms of these agreements, along with descriptions thereof, are furnished in Ladder Capital's registration statement on Form S-1 (File No. 333-193071).



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Source: Edgar Glimpses

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