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