0001193125-16-800135.txt : 20161221 0001193125-16-800135.hdr.sgml : 20161221 20161221120056 ACCESSION NUMBER: 0001193125-16-800135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20161221 DATE AS OF CHANGE: 20161221 GROUP MEMBERS: GI GP III L.P. GROUP MEMBERS: GI GP III LLC GROUP MEMBERS: GI HOLDINGS III L.P. GROUP MEMBERS: GI LADDER HOLDCO, LLC GROUP MEMBERS: GI PARTNERS FUND III-A L.P. GROUP MEMBERS: GI PARTNERS FUND III-B L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88020 FILM NUMBER: 162063273 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GI PARTNERS FUND III LP CENTRAL INDEX KEY: 0001430639 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2180 SAND HILL ROAD STREET 2: SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650- 233-3600 MAIL ADDRESS: STREET 1: 2180 SAND HILL ROAD STREET 2: SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D/A 1 d302740dsc13da.htm SC 13D/A SC 13D/A

SCHEDULE 13D

 

CUSIP No. 505743104   Page 1 of 15 Pages

 

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

 

Ladder Capital Corp

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

505743 104

(CUSIP Number)

David A. Smolen

GI GP III LLC

188 The Embarcadero, Suite 700

San Francisco, CA 94105

(415) 688-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 8, 2016

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of this schedule, including all exhibits. See Rule 13d-7 for other copies to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that Section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


SCHEDULE 13D

 

CUSIP No. 505743104   Page 2 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI Partners Fund III L.P.

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    PN

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 3 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI Ladder Holdco, LLC

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    OO (limited liability company)

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 4 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI Partners Fund III-A L.P.

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    PN

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 5 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI Partners Fund III-B L.P.

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    PN

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 6 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI GP III L.P.

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    PN

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 7 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI Holdings III L.P.

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    PN

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 8 of 15 Pages

 

 

 

  1.   

Name of reporting persons

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

GI GP III LLC

  2.  

Check the appropriate box if a member of a group (See Instructions)

(a)  ☒        (b)  ☐

 

  3.  

SEC use only

 

  4.  

Source of funds (See Instructions)

 

    OO

  5.  

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ☐

 

  6.  

Citizenship or place of organization

 

    Delaware

Number of

shares

beneficially

owned by

each

reporting

person

with:

 

     7.    

Sole voting power

 

    0

     8.   

Shared voting power

 

    14,819,606*

     9.   

Sole dispositive power

 

    0

   10.   

Shared dispositive power

 

    14,819,606*

11.  

Aggregate amount beneficially owned by each reporting person

 

    14,819,606*

12.  

Check Box if the aggregate amount in Row (11) excludes certain shares (See Instructions)    ☐

 

13.  

Percent of class represented by amount in Row 11

 

    13.5%*

14.  

Type of reporting person (See Instructions)

 

    OO (limited liability company)

 

* See Item 5.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 9 of 15 Pages

 

 

 

This Amendment No. 2 (“Amendment No. 2”) amends and supplements the statements on Schedule 13D filed with the SEC on February 21, 2014 (as amended by Amendment No. 1 thereto filed with the SEC on February 5, 2016, the “Original Schedule 13D”), relating to the Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of Ladder Capital Corp (the “Company”). The Original Schedule 13D is hereby amended as follows:

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Original Schedule 13D is hereby amended, with effect from the date of the event giving rise to this Amendment No. 2, by adding the following at the end thereof:

On December 6, 2016, the Company entered into an Equity Underwriting Agreement with GI III-A, GI III-B, Ladder HoldCo, the other selling stockholders party thereto (collectively, the “Selling Stockholders”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Wells Fargo Securities, as representative of the several underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to (i) sell 10,000,000 shares of Class A Common Stock and (ii) provide the Underwriters an option to purchase an additional 1,500,000 shares of Class A Common Stock from certain Selling Stockholders other than the Reporting Persons (the “Option Shares”), in an underwritten offering (the “December 2016 Offering”). On December 7, 2016, the Underwriters exercised their option to purchase the Option Shares.

In connection with the December 2016 Offering, on December 8, 2016, Ladder Holdco exchanged an aggregate of 3,137,211 shares of Class B Common Stock and Units into 3,137,211 shares of Class A Common Stock. No cash or other consideration was exchanged in connection with the foregoing exchange.

 

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Original Schedule 13D is hereby amended, with effect from the date of the event giving rise to this Amendment No. 2, by adding the following at the end thereof:

In connection with the December 2016 Offering, on December 12, 2016, GI III-A, GI III-B and Ladder HoldCo completed a sale of an aggregate 3,789,446 shares of Class A Common Stock to the Underwriters at a public offering price of $13.60 per share.

In connection with the December 2016 Offering, GI III-A, GI III-B and Ladder HoldCo agreed, subject to specified exceptions, not to offer, pledge or sell, or enter into any agreement to sell or otherwise dispose of or transfer, any shares of Class A Common Stock, or securities convertible into or exchangeable or exercisable for shares of Class A Common Stock, for a period of 60 days after December 6, 2016, except with the prior written consent of the Underwriters (the “December 2016 Lock-Up Agreement”).

References to and descriptions of the December 2016 Lock-up Agreement set forth above in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the full text of the December 2016 Lock-Up Agreement, a form of which has been filed as an exhibit hereto and incorporated herein by reference.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 10 of 15 Pages

 

 

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Original Schedule 13D is hereby amended and restated, with effect from the date of the event giving rise to this Amendment No. 2:

(a) and (b)

 

Reporting Persons

   Number of
Shares With
Sole Voting and
Dispositive
Power
     Number of
Shares With
Shared Voting
and Dispositive
Power
   Aggregate
Number of
Shares
Beneficially
Owned
   Percentage
of Class
Beneficially
Owned
 

GI III

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 

Ladder HoldCo

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 

GI III-A

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 

GI III-B

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 


SCHEDULE 13D

 

CUSIP No. 505743104   Page 11 of 15 Pages

 

 

 

GI GP LP

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 

GI Holdings

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 

GI GP LLC

     0       14,819,606

(as converted)

   14,819,606

(as converted)

     13.5 %* 

 

  * The ownership percentages are based on 71,765,885 shares of Class A Common Stock and 37,822,629 Units and Class B Common Stock outstanding following the December 2016 Offering, as set forth in the Company’s prospectus supplement filed with the SEC on December 7, 2016.

 

  (c) To the best knowledge of the Reporting Persons, except as described in Items 3 and 4, none of the Reporting Persons has effected a transaction in Units, shares of Class B Common Stock or shares of Class A Common Stock during the past 60 days (other than transactions that may have been effected in the ordinary course of business in an agency or a fiduciary capacity).

 

  (d) Other than the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Reporting Persons’ securities.

 

  (e) Not applicable.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 12 of 15 Pages

 

 

 

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit 1    Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.3 to the Form 8-K for Ladder Capital Corp, filed on January 5, 2015.
Exhibit 2    Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.2 to the Form 10-K for Ladder Capital Corp, filed on March 7, 2016.
Exhibit 3    Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP, and each of the Ladder Investors (as therein defined), incorporated by reference to Exhibit 4.2 to the Form 10-K for Ladder Capital Corp, filed on March 6, 2015.
Exhibit 4    Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015, incorporated by reference to Exhibit 4.3 to the Form 10-K of Ladder Capital Corp, filed on March 6, 2015
Exhibit 5    Amendment No. 2 to the Amended and Restated Registration Rights Agreement, dated as of December 1, 2016, incorporated by reference to Exhibit 99.1 to the Form 8-K of Ladder Capital Corp, filed on December 8, 2016.
Exhibit 6    Joint Filing Agreement, dated as of February 21, 2014, among the Reporting Persons.*
Exhibit 7    Identification of Members of the Group, dated as of February 21, 2014.*
Exhibit 8    Power of Attorney, February 21, 2014.*
Exhibit 9    Lock-Up Agreement, dated as of December 6, 2016.

 

* Previously Filed.


SCHEDULE 13D

 

CUSIP No. 505743104   Page 13 of 15 Pages

 

 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated as of December 21, 2016.
GI Partners Fund III L.P.

By:

By:

 

GI GP III L.P., its general partner

GI GP III LLC, its general partner

By:  

/s/ David A. Smolen

  David A. Smolen
  General Counsel
GI Ladder Holdco, LLC
By:   GI Partners Fund III L.P., its sole member

By:

By:

 

GI GP III L.P., its general partner

GI GP III LLC, its general partner

By:  

/s/ David A. Smolen

  David A. Smolen
  General Counsel
GI Partners Fund III-A L.P.
By:   GI GP III L.P., its general partner
By:   GI GP III LLC, its general partner
By:  

/s/ David A. Smolen

  David A. Smolen
  General Counsel
GI Partners Fund III-B L.P.
By:   GI GP III L.P., its general partner
By:   GI GP III LLC, its general partner
By:  

/s/ David A. Smolen

  David A. Smolen
  General Counsel
GI GP III L.P.
By:   GI GP III LLC, its general partner
By:  

/s/ David A. Smolen

  David A. Smolen
  General Counsel

[Signatures continue on the next page]


SCHEDULE 13D

 

CUSIP No. 505743104   Page 14 of 15 Pages

 

 

 

[Signatures continued from the previous page]

 

GI Holdings III L.P.
By:   GI GP III LLC, its general partner
By:  

/s/ David A. Smolen

 

David A. Smolen

 

General Counsel

GI GP III LLC
By:  

/s/ David A. Smolen

 

David A. Smolen

 

General Counsel


SCHEDULE 13D

 

CUSIP No. 505743104   Page 15 of 15 Pages

 

 

 

EXHIBIT INDEX

 

EXHIBIT
NO.
   DESCRIPTION
Exhibit 1    Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.3 to the Form 8-K for Ladder Capital Corp, filed on January 5, 2015.
Exhibit 2    Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement of Ladder Capital Finance Holdings LLLP, incorporated by reference to Exhibit 10.2 to the Form 10-K for Ladder Capital Corp, filed on March 7, 2016.
Exhibit 3    Amended and Restated Registration Rights Agreement, dated as of February 11, 2014, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP, and each of the Ladder Investors (as therein defined), incorporated by reference to Exhibit 4.2 to the Form 10-K for Ladder Capital Corp, filed on March 6, 2015.
Exhibit 4    Amendment No. 1 to the Amended and Restated Registration Rights Agreement, dated as of January 28, 2015, incorporated by reference to Exhibit 4.3 to the Form 10-K of Ladder Capital Corp, filed on March 6, 2015.
Exhibit 5    Amendment No. 2 to the Amended and Restated Registration Rights Agreement, dated as of December 1, 2016, incorporated by reference to Exhibit 99.1 to the Form 8-K of Ladder Capital Corp, filed on December 8, 2016.
Exhibit 6    Joint Filing Agreement, dated as of February 21, 2014, among the Reporting Persons.*
Exhibit 7    Identification of Members of the Group, dated as of February 21, 2014.*
Exhibit 8    Power of Attorney, February 21, 2014.*
Exhibit 9    Lock-Up Agreement, dated as of December 6, 2016.

 

* Previously Filed.
EX-99.9 2 d302740dex999.htm EX-99.9 EX-99.9

Exhibit 9

LOCK-UP AGREEMENT

December 6, 2016

Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Deutsche Bank Securities Inc.

60 Wall Street, 4th Floor

New York, New York 10005

As Representatives of the

Several Underwriters

Re: Ladder Capital Corp — Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Ladder Capital Corp, a Delaware corporation (the “Company”), and the selling stockholders party thereto, providing for the public offering by the Underwriters, including the Representatives, of Class A common stock, par value $0.001 (the “Class A Common Stock”), of the Company (the “Public Offering”).

To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned agrees that, without the prior written consent of the Representatives, the undersigned will not, directly or indirectly, offer, sell, pledge, contract to sell (including any short sale), grant any option to purchase or otherwise dispose of any shares of Class A Common Stock (the “Lock-Up Securities”) (including, without limitation, shares of Class A Common Stock of the Company which may be deemed to be beneficially owned by the undersigned currently or hereafter in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), shares of Class A Common Stock which may be issued upon exercise of a stock option or warrant and any other security convertible into or exchangeable for shares of Class A Common Stock, including shares of the Company’s Class B common stock, $0.001 par value, units that represent a limited liability company interest in LC TRS I LLC (“TRS I Units”) and units that represent a limited partnership interest in the Ladder Capital Finance Holdings LLLP (the “OP Units”)), or enter into any Hedging Transaction (as defined below) relating to the Lock-Up Securities (each of the foregoing referred to as a “Disposition”) during the Lock-Up Period (as defined in the following paragraph). The foregoing restriction is expressly intended to preclude the undersigned from engaging in any Hedging Transaction or other transaction which is designed to or reasonably expected to lead to or result in a Disposition during the Lock-Up Period even if the securities would be disposed of by someone other than the undersigned. “Hedging Transaction” means any short sale (whether or not against the box) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to any security (other than a broad-based market basket or index) that includes, relates to or derives any significant part of its value from the Lock-Up Securities. 


The lock-up period will commence on the date of this Lock-Up Agreement (the “Lock-Up Commencement Date”) and continue until, and include, the date that is 60 days after the date of the final prospectus relating to the Public Offering (the “Lock-Up Period”).

During the Lock-Up Period, the foregoing restrictions shall not apply to: (a) transfers of shares of Class A Common Stock or any security convertible into or exchangeable for Class A Common Stock (i) as a bona fide gift or charitable contribution, (ii) by will or testacy or (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned; (b) distributions or transfers of shares of Class A Common Stock or any security convertible into or exchangeable for Class A Common Stock to beneficiaries or affiliates of the undersigned, including (x) limited partners, general partners, members, affiliates or stockholders of the undersigned or (y) any corporation, partnership, limited liability company, investment fund or other entity which controls or manages or is controlled or managed by the undersigned or enters under common control or management with the undersigned; provided, that in the case of any transfer or distribution pursuant to clause (a) or (b), (i) each donee, distributee or transferee shall sign and deliver to the Representatives a lock-up letter substantially in the form of this letter and (ii) no filing under the Securities Exchange Act of 1934 (the “Exchange Act”) reporting a reduction in beneficial ownership of shares of Class A Common Stock shall be required or shall be voluntarily made during the Lock-Up Period (other than on Form 5); (c) the shares of Class A Common Stock to be sold by the undersigned in the Public Offering; (d) the exercise of an option to purchase shares of Class A Common Stock granted under the Company’s 2008 Incentive Equity Plan or 2014 Omnibus Incentive Plan, including on a “net” basis, provided, that in the event of an exercise on a “net” basis, the Company becomes the owner of the shares of Class A Common Stock surrendered in the net exercise; (e) transfers of OP Units, TRS I Units and Class B Common Stock to the Company in exchange for Class A Common Stock pursuant to the Third Amended and Restated Limited Liability Limited Partnership Agreement of the Ladder Capital Finance Holdings LLLP; provided, that in the case of any transfer or distribution pursuant to clause (d) or (e), (x) the underlying or received shares of Class A Common Stock shall continue to be subject to the restrictions on transfer set forth in this letter and (y) no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period (other than on Form 5); (f) transfers in connection with a liquidation, merger, stock exchange or similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property; and (g) the sale of shares of Class A Common Stock purchased on the open market after the date of the Underwriting Agreement; provided, that this clause (g) shall not apply to (x) directors or officers of the Company required to file reports pursuant to Section 16 of the Exchange Act, and (y) no filing under the Exchange Act shall be required or shall be voluntarily made during the Lock-Up Period with respect to such sale (other than on Form 5).

The undersigned hereby agrees that, to the extent that the terms of this Lock-Up Agreement conflict with or are in any way inconsistent with any registration rights agreement to which the undersigned and the Company may be a party, this Lock-Up Agreement supersedes such registration rights agreement.


This agreement shall automatically terminate upon the earliest to occur of: (i) the Company advising the Representatives in writing prior to the execution of the Underwriting Agreement that it does not intend to proceed with the Public Offering, (ii) the termination of the Underwriting Agreement following its execution and before the closing of the Public Offering and (iii) December 31, 2016, if the Underwriting Agreement has not been executed by that date.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and any obligations of the undersigned shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

[Signature Page Follows]


   Very truly yours,  

The undersigned’s name

(if an individual):

  

 

 

   (Print )
  

 

   (Signature)
  

 

   (Date)

The undersigned’s name

(if other than an individual):

  

GI Ladder Holdco LLC, GI Partners Fund III-A, L.P., GI Partners Fund III-B, L.P.

   (Print )
   By:  

/s/ Howard Park

     (Signature of authorized representative)
   Its:  

Managing Director

     (Name and title of authorized representative)
    

December 6, 2016

   (Date)