0001104659-17-014089.txt : 20170303 0001104659-17-014089.hdr.sgml : 20170303 20170303165245 ACCESSION NUMBER: 0001104659-17-014089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170301 FILED AS OF DATE: 20170303 DATE AS OF CHANGE: 20170303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TowerBrook Investors, Ltd. CENTRAL INDEX KEY: 0001599448 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664792 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 27TH FLOOR STREET 2: PARK AVENUE TOWER CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 27TH FLOOR STREET 2: PARK AVENUE TOWER CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TI II Ladder Holdings, LLC CENTRAL INDEX KEY: 0001598458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664794 BUSINESS ADDRESS: STREET 1: C/O TOWERBROOK CAPITAL PARTNERS STREET 2: PARK AVE TOWER, 65 E 55TH STREET, 27 FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: C/O TOWERBROOK CAPITAL PARTNERS STREET 2: PARK AVE TOWER, 65 E 55TH STREET, 27 FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOWERBROOK INVESTOR II EXECUTIVE FUND L P CENTRAL INDEX KEY: 0001358353 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664795 BUSINESS ADDRESS: STREET 1: 430 PARK AVE 6TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 430 PARK AVE 6TH FL CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MOSZKOWSKI NEAL CENTRAL INDEX KEY: 0001041197 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664797 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TowerBrook Investors GP II, L.P. CENTRAL INDEX KEY: 0001599447 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664798 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET, 27TH FLOOR STREET 2: PARK AVENUE TOWER CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-699-2200 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 27TH FLOOR STREET 2: PARK AVENUE TOWER CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TowerBrook Investors II AIV, L.P. CENTRAL INDEX KEY: 0001598455 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664799 BUSINESS ADDRESS: STREET 1: PARK AVENUE TOWER, 65 EAST 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126992200 MAIL ADDRESS: STREET 1: PARK AVENUE TOWER, 65 EAST 55TH STREET STREET 2: 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ladder Capital Corp CENTRAL INDEX KEY: 0001577670 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 800925494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 212-715-3170 MAIL ADDRESS: STREET 1: 345 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOUSOU RAMEZ CENTRAL INDEX KEY: 0001270155 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664796 MAIL ADDRESS: STREET 1: C/O SOROS FUND MANGEMENT LLC STREET 2: 888 SEVENTH AVE 31ST FL. CITY: NEW YORK STATE: NY ZIP: 10106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOWERBROOK INVESTORS II LP CENTRAL INDEX KEY: 0001347287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36299 FILM NUMBER: 17664800 BUSINESS ADDRESS: STREET 1: 430 PARK AVNEUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126992200 MAIL ADDRESS: STREET 1: 430 PARK AVNEUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 a4.xml 4 X0306 4 2017-03-01 0 0001577670 Ladder Capital Corp LADR 0001599448 TowerBrook Investors, Ltd. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001358353 TOWERBROOK INVESTOR II EXECUTIVE FUND L P 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001598458 TI II Ladder Holdings, LLC 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001347287 TOWERBROOK INVESTORS II LP 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001598455 TowerBrook Investors II AIV, L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001599447 TowerBrook Investors GP II, L.P. 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001041197 MOSZKOWSKI NEAL 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 0001270155 SOUSOU RAMEZ 65 EAST 55TH STREET, 27TH FLOOR PARK AVENUE TOWER NEW YORK NY 10022 0 0 1 0 Class A Common Stock 2017-03-01 4 C 0 1117326 A 6097756 I See Footnotes Class A Common Stock 2017-03-03 4 S 0 1117326 13.59 D 4980430 I See Footnotes Class A Common Stock 2017-03-03 4 S 0 674843 13.59 D 4305587 I See Footnotes Units and Class B Common Stock 0 2017-03-01 4 C 0 1117326 D Class A Common Stock 1117326 7159791 I See Footnotes In addition to TowerBrook Investors Ltd., a Cayman Island company limited by shares ("TowerBrook"), this Form 4 is being filed jointly by TowerBrook Investors GP II, L.P. a Cayman Island exempt limited partnership ("Fund II GP"), TowerBrook Investors II, L.P., a Cayman Island exempt limited partnership ("Fund II"), TowerBrook Investors II AIV, L.P., a Cayman Island exempt limited partnership ("AIV II"), TowerBrook Investors II Executive Fund, L.P., a Cayman Island exempt limited partnership ("Executive Fund II"), TI II Ladder Holdings, LLC, a Delaware limited liability company ("TI Holdings" and together with TowerBrook, Fund II GP, Fund II, AIV II and Executive Fund II, the "TowerBrook Entities"), Neal Moszkowski, a citizen of the United States of America and Ramez Sousou, a citizen of the United Kingdom (collectively, the "Reporting Persons"). The TowerBrook Entities and Neal Moszkowski have the same business address as TowerBrook. The business address of Ramez Sousou is Kinnaird House, 1 Pall Mall East London, SW1Y5HAU, U.K. In connection with the February 2017 Equity Sale (as defined herein), on March 1, 2017, TI Holdings exchanged 1,117,326 shares of Class B Common Stock (the "Class B Common Stock") of Ladder Capital Corp. ("LCC") and units of Series REIT and Series TRS of Ladder Capital Finance Holdings LLLP (the "Units") into 1,117,326 shares of Class A Common Stock (the "Class A Common Stock") of LCC (the "Exchange"). No cash or other consideration was exchanged in connection with the Exchange. The exchange right has no expiration date. Includes 1,117,326 shares of Class A Common Stock held by TI Holdings and 4,980,430 shares of Class A Common Stock held by AIV II, in each case following the Exchange. On February 27, 2017, LCC, Related Real Estate Fund II, L.P. ("Related"), which is an affiliate of The Related Companies, L.P., and certain pre-IPO stockholders of LCC, including AIV II and TI Holdings, entered into a Stock Purchase Agreement, pursuant to which Related agreed to purchase (the "February 2017 Equity Sale") $80.0 million of Ladder's Class A common stock (the "Shares") from the pre-IPO stockholders, including AIV II and TI Holdings. The investment was made by a wholly owned subsidiary of Related. The February 2017 Equity Sale closed on March 3, 2017. Following the February 2017 Equity Sale, AIV II directly owns 4,305,587 shares of Class A Common Stock and no other securities of LCC. AIV II is controlled by its general partner, Fund II GP, and Fund II GP is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 4,305,587 shares of Class A Common Stock owned by AIV II. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)). Following the February 2017 Equity Sale, TI Holdings directly owns 7,159,791 Units and shares of Class B Common Stock and no other securities of LCC. TI Holdings is jointly controlled by Fund II and Executive Fund II, each of which is controlled by its general partner, Fund II GP, which is controlled by its sole general partner, TowerBrook. As a result, TowerBrook may be deemed to beneficially own the 7,159,791 Units and shares of Class B Common Stock owned by TI Holdings. As directors and the joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou have exclusive decision making authority with respect to such shares and may be deemed to be the beneficial owner of the securities reported on this Form 4 (for purposes of Rule 16a-1(a)). /s/ Glenn Miller as Vice President for TI II LADDER HOLDINGS, LLC 2017-03-03 /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II EXECUTIVE FUND, L.P. 2017-03-03 /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II, L.P. 2017-03-03 /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS II AIV, L.P. 2017-03-03 /s/ Glenn Miller as Attorney-in-Fact for TOWERBROOK INVESTORS GP II, L.P. 2017-03-03 /s/ NEAL MOSZKOWSKI as DIRECTOR for TOWERBROOK INVESTORS, LTD. 2017-03-03 /s/ NEAL MOSZKOWSKI 2017-03-03 /s/ RAMEZ SOUSOU 2017-03-03