This Amendment No. 6 (“Amendment No. 6”) 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, Amendment No. 4 to the
Original Schedule 13D filed on March 3, 2017 and Amendment No. 5 to the Original Schedule 13D filed on March 13, 2017
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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. 6, by adding the following at the end thereof:
In connection with the Distribution (described below), on June 13, 2017, TI II Ladder Holdings, LLC (“TI Holdings”) exchanged 6,464,720 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 6,464,720 shares of Class A Common Stock (the “Exchange”). No cash or other consideration was exchanged in connection with the 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. 6, by adding the following at the end thereof:
On June 13, 2017, TI Holdings and TowerBrook Investors II AIV, L.P. (“AIV II”) distributed 3,122,353 and 1,877,647 shares of Class A Common Stock, respectively, to their investors (the “Distribution”).
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. 6, as follows:
The ownership percentages set forth below are based on 86,024,028 shares of Class A Common Stock and 24,697,293 Units and shares of Class B Common Stock outstanding as set forth in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 10, 2017, as adjusted for the Exchange.
(a) Immediately following the Distribution, TI Holdings directly owns 3,342,367 shares of Class A Common Stock, representing 3.0% 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 3,342,367 shares of Class A 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 3,342,367 shares of Class A Common Stock owned by TI Holdings. Immediately following the Distribution, Neal Moszkowski and Ramez Sousou each directly owns 28,436 shares of Class A Common Stock.
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(b) Immediately following the Distribution, AIV II directly owns 2,009,955 shares of Class A Common Stock, representing 1.8% 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 2,009,955 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 2,009,955 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 directly held by TI Holdings and AIV II that they beneficially own, by virtue of the relationships described above. Neal Moszkowski and Ramez Sousou each has the sole power to vote and dispose of the 28,436 shares of Class A Common Stock each directly owns.
(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) As a result of the Distribution, on June 13, 2017, each of the Reporting Persons ceased to be the beneficial owner of more than five percent of the Class A Common Stock. The filing of this Amendment No. 6 represents the final amendment to the Original Schedule 13D and constitutes an exit filing for the Reporting Persons.
Item 7. Material to be Filed as Exhibits.
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Exhibit 1
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Joint Filing Agreement, dated February 21, 2014 among the Reporting Persons.*
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Exhibit 2
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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).
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Exhibit 3
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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).
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Exhibit 4
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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).
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* Previously filed.
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