Ladder Capital Corp. Files 8-K for Material Definitive Agreement

TL;DR

Ladder Capital Corp. just filed an 8-K for a material definitive agreement - big financial move incoming.

AI Summary

On July 5, 2024, Ladder Capital Corp. entered into a material definitive agreement related to a direct financial obligation. The company, incorporated in Delaware with its principal executive offices in New York, filed this 8-K report to disclose this event.

Why It Matters

This filing indicates a significant financial event for Ladder Capital Corp., potentially impacting its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new financial obligations or risks for a company, requiring careful evaluation.

Key Players & Entities

• Ladder Capital Corp. (company) — Registrant
• July 5, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of incorporation
• New York (location) — Principal executive offices
• 320 Park Avenue, 15th Floor (address) — Business address

FAQ

Key Financial Figures

• $0.001 — ch Registered Class A common stock, $0.001 par value LADR New York Stock Exchang
• $500 million — orp ("Ladder" or the "Company"), issued $500 million aggregate principal amount of 7.000% se

Filing Documents

• tm2418759d1_8k.htm (8-K) — 35KB
• tm2418759d1_ex4-1.htm (EX-4.1) — 804KB
• 0001104659-24-078096.txt ( ) — 1167KB
• ladr-20240705.xsd (EX-101.SCH) — 3KB
• ladr-20240705_lab.xml (EX-101.LAB) — 33KB
• ladr-20240705_pre.xml (EX-101.PRE) — 22KB
• tm2418759d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Issuance of 7.000% Senior Notes due 2031 On July 5, 2024, 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 7.000% senior notes due 2031 (the "Senior Notes"). The Issuers intend to use a portion of the net proceeds of the offering of the Senior Notes to repay certain existing secured indebtedness, with the remaining net proceeds to be used for general corporate purposes. The Senior Notes were offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States pursuant 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. Indenture The Senior Notes were issued under an Indenture, dated July 5, 2024 (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 on the Senior Notes is payable semi-annually on July 15 and January 15 of each year, beginning on January 15, 2025, at a rate of 7.000% per annum, until their maturity date of July 15, 2031. The Indenture contains covenants that, among other things: limit LCFH's ability and the ability of its restricted subsidiaries to incur additional indebtedness or issue certain disqualified stock and preferred shares require that certain of LCFH's wholly owned domestic subsidiaries guarantee the Senior Notes; require that LCFH main

03. Creation of a Direct Financial

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 4.1 Indenture, dated July 5, 2024, among Ladder Capital Finance Holdings LLLP, Ladder Capital Finance Corporation, the guarantors party thereto and Wilmington Trust, National Association, as trustee. 4.2 Form of Senior Note (included in Exhibit 4.1). 104 The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LADDER CAPITAL CORP Date: July 5, 2024 By: /s/ Kelly Porcella Name: Kelly Porcella Title: Chief Administrative Officer & General Counsel