UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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. o

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 parties 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).

 

 

 

*  See Item 5.

 

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*  See Item 5.

 

3

 

 

*  See Item 5.

 

4

 

 

*  See Item 5.

 

5

 

 

*  See Item 5.

 

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*  See Item 5.

 

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*  See Item 5.

 

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This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission on February 21, 2014 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D filed on January 28, 2016, Amendment No. 2 to the Original Schedule 13D filed on December 12, 2016, Amendment No. 3 to the Original Schedule 13D filed on February 3, 2017 and Amendment No. 4 to the Original Schedule 13D filed on March 3, 2017, 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. 5, by adding the following at the end thereof:

 

On March 7, 2017, Ladder Capital Corp (“Ladder” or the “Company”), certain pre-IPO stockholders of Ladder, including TI II Ladder Holdings, LLC (“TI Holdings”) and TowerBrook Investors II AIV, L.P. (“AIV II”), and UBS Securities LLC (the “Underwriter”) entered into an Underwriting Agreement, pursuant to which the Underwriter agreed to purchase (the “March 2017 Offering”) three million shares of Ladder’s Class A common stock (the “Shares”) from the pre-IPO stockholders, including TI Holdings and AIV II. The March 2017 Offering closed on March 13, 2017.

 

In connection with the March 2017 Offering, on March 10, 2017, TI Holdings exchanged 695,071 shares of Class B Common Stock and units of Series REIT of Ladder Capital Finance Holdings (“LCFH”) and units of Series TRS of LCFH (collectively, the “Units”) into 695,071 shares of Class A Common Stock. No cash or other consideration was exchanged in connection with the foregoing exchanges.

 

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. 5, by adding the following at the end thereof:

 

In connection with the March 2017 Offering, on March 13, 2017, TI Holdings completed a sale of 695,071 shares of Class A Common Stock to the Underwriter and AIV II completed a sale of 417,985 shares of Class A Common Stock to the Underwriter, in each case at a price of $14.05 per share.

 

In connection with the March 2017 Offering, TI Holdings and AIV II 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 45 days after March 7, 2017, except with the prior written consent of the Underwriter (the “March 2017 Lock-Up Agreement”).

 

References to and descriptions of the March 2017 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 March 2017 Lock-Up Agreement, a form of which has been filed as Exhibit 5 hereto and incorporated herein by reference.

 

Item 5. Interest in Securities of the Issuer.

 

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

 

The ownership percentages set forth below are based on 76,755,123 shares of Class A Common Stock and 33,976,198 Units and shares of Class B Common Stock outstanding as set forth in the Company’s prospectus supplement filed with the Securities and Exchange Commission on March 7, 2017.

 

(a) TI Holdings directly owns 6,464,720 Units and shares of Class B Common Stock, representing 5.8% of the total number of Class A Common Stock outstanding, assuming that all vested and unvested Units outstanding, except those held directly or indirectly by the Company, together with all outstanding Class B Common Stock are exchanged into shares of Class A Common Stock. TI Holdings is jointly controlled by TowerBrook Investors II, L.P. (“Fund II”) and TowerBrook Investors II Executive Fund, L.P. (“Executive Fund II”), each of which is controlled by its sole general partner, TowerBrook Investors GP II, L.P. (“Fund II GP”), which is controlled by its sole general partner, TowerBrook Investors, Ltd. (“TowerBrook” and, together, with TI Holdings, AIV II, Fund II and Fund II GP, the “TowerBrook Entities”). As a result, TI Holdings, Fund II, Executive Fund II, Fund II GP and TowerBrook may be deemed to beneficially own the 6,464,720 Units and shares of Class B Common Stock owned by TI Holdings. As directors and joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou (together with the TowerBrook Entities, the “Reporting Persons”) may be deemed to beneficially own the 6,464,720 Units and shares of Class B Common Stock owned by TI Holdings.

 

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(b) AIV II directly owns 3,887,602 shares of Class A Common Stock, representing 3.5% of the total number of Class A Common Stock outstanding, assuming that all vested and unvested Units outstanding, except those held by the Company, together with all outstanding Class B Common Stock are exchanged into shares of Class A Common Stock. AIV II is controlled by its general partner, Fund II GP, and Fund II GP is controlled by its general partner, TowerBrook. As a result, AIV II, Fund II GP and TowerBrook may be deemed to beneficially own the 3,887,602 shares of Class A Common Stock owned by AIV II. As directors and joint controlling shareholders of TowerBrook, Neal Moszkowski and Ramez Sousou may be deemed to beneficially own the 3,887,602 shares of Class A Common Stock owned by AIV II.

 

(c) The Reporting Persons have and will have the shared power to vote and dispose of the shares of the securities that they beneficially own, by virtue of the relationships described above.

 

(d) 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).

 

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.

 

Item 7. Material to be Filed as Exhibits.

 

 

Exhibit 1		Joint Filing Agreement, dated February 21, 2014 among the Reporting Persons.*
Exhibit 2		Third Amended and Restated Limited Liability Limited Partnership Agreement, dated December 31, 2014, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.3 to Ladder Capital Corp’s Form 8-K filed on January 2, 2015).
Exhibit 3		Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement, dated November 30, 2015, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.2 to Ladder Capital Corp’s Form 10-K filed on March 7, 2016).
Exhibit 4		Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP and each of the Ladder Investors (as defined therein) (incorporated by reference to Exhibit 99.2 to Ladder Capital Corp’s Form 8-K filed on March 3, 3017).
Exhibit 5		Form of Lock-Up Agreement, dated as of March 7, 2017.

 

* Previously filed.

 

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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.

 

March 13, 2017
	/s/ Neal Moszkowski
	Neal Moszkowski
	/s/ Ramez Sousou
	Ramez Sousou
	TOWERBROOK INVESTORS, LTD.
	By:	/s/ Neal Moszkowski
		Name: Neal Moszkowski
		Title: Director
	TOWERBROOK INVESTORS GP II, L.P.
	By:	TowerBrook Investors, Ltd.,
		its General Partner
	By:	/s/ Glenn F. Miller
		Name: Glenn F. Miller
		Title: Attorney-in-Fact

 

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	TOWERBROOK INVESTORS II, L.P.
	By:		TowerBrook Investors GP II, L.P.
	Its:		General Partner
	By:		TowerBrook Investors, Ltd.
	Its:		General Partner
	By:	/s/ Glenn F. Miller
		Name:		Glenn F. Miller
		Title:		Attorney-in-Fact

 

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	TOWERBROOK INVESTORS II EXECUTIVE FUND, L.P.
	By:		TowerBrook Investors GP II, L.P.
	Its:		General Partner
	By:		TowerBrook Investors, Ltd.
	Its:		General Partner
	By:	/s/ Glenn F. Miller
		Name:		Glenn F. Miller
		Title:		Attorney-in-Fact
	TI II LADDER HOLDINGS, LLC
	TOWERBROOK INVESTORS II, L.P.
	By:		/s/ Glenn F. Miller
			Name:		Glenn F. Miller
			Title:		Attorney-in-Fact

 

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Index of Exhibits

 

Exhibit 1		Joint Filing Agreement, dated February 21, 2014 among the Reporting Persons.*
Exhibit 2		Third Amended and Restated Limited Liability Limited Partnership Agreement, dated December 31, 2014, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.3 to Ladder Capital Corp’s Form 8-K filed on January 2, 2015).
Exhibit 3		Amendment to Third Amended and Restated Limited Liability Limited Partnership Agreement, dated November 30, 2015, by and among Ladder Capital Finance Holdings LLLP, each General Partner and each Person party thereto or otherwise bound as a Limited Partner (incorporated by reference to Exhibit 10.2 to Ladder Capital Corp’s Form 10-K filed on March 7, 2016).
Exhibit 4		Second Amended and Restated Registration Rights Agreement, dated as of March 3, 2017, by and among Ladder Capital Corp, Ladder Capital Finance Holdings LLLP and each of the Ladder Investors (as defined therein) (incorporated by reference to Exhibit 99.2 to Ladder Capital Corp’s Form 8-K filed on March 3, 3017).
Exhibit 5		Form of Lock-up Agreement, dated as of March 7, 2017.

 

*Previously filed

 

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Exhibit 5

 

FORM OF LOCK-UP AGREEMENT

 

March   , 2017

 

UBS Securities LLC

1285 Avenue of the Americas

New York, NY 10019

 

Re:          Ladder Capital Corp — Public Offering

 

Ladies and Gentlemen:

 

The undersigned understands that you (the “Underwriter”) 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 you of Class A common stock, par value $0.001 (the “Class A Common Stock”), of the Company (the “Public Offering”).

 

To induce you to continue your efforts in connection with the Public Offering, the undersigned agrees that, without the prior written consent of the Underwriter, 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 45 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 Underwriter 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, as amended, of 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 Underwriter 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) March 31, 2017, 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)
	(Print)
	By:
	(Signature of authorized representative)
	Its:
	(Name and title of authorized representative)
	(Date)