Item 1. Security and Issuer
This Amendment No. 5 to Schedule 13D (
Amendment No.
5
) relates to the Schedule 13D filed on March 13, 2017
and amended prior to the date of this amendment (as so amended prior to this amendment, the
Original Schedule 13D
) by Related Fund Management, LLC, a Delaware limited liability company (
Related Management
),
Related Real Estate Fund II
GP-A,
LLC, a Delaware limited liability company (
Related
GP-A
), Related Real Estate Fund II GP, L.P., a Delaware
limited partnership (
Related GP
), Related Real Estate Fund II, L.P., a Delaware limited partnership (
Related Fund
), RREFII Acquisitions, LLC, a Delaware limited liability company (
RREFII
Acquisitions
), and RREF II Ladder LLC, a Delaware limited liability company (
RREF Ladder
), all of whom are together referred to as the
Reporting Persons
, relating to the Class A Common Stock,
par value $0.001 per share (
Shares
), of Ladder Capital Corp, a Delaware corporation (the
Issuer
). Capitalized terms used but not defined in this amendment shall have the meanings set forth in the Original
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The first paragraph of Items 5(a) and (b) of the Original Schedule 13D is hereby amended and restated to read in full as follows:
(a)-(b) Each of the Reporting Persons may be deemed to be the beneficial owner of 6,287,234 Shares, which represents approximately 6.0% of the
outstanding Shares. This percentage is calculated based on 103,941,899 Shares outstanding as of November 16, 2018, as reported on the Issuers Prospectus Supplement filed with the SEC on November 15, 2018 (the
Pro
Supp
). The percentage excludes the effect of Shares issuable on exchange of currently outstanding units of Series REIT of Ladder Capital Finance Holdings (
LCFH
) and units of Series TRS of LCFH (collectively,
Units
) and shares of Class B Common Stock of the Issuer. In the event that all outstanding Units and shares of Class B Common Stock are exchanged for Shares, such percentage would be equal to 5.4%, which is calculated
based on the number of outstanding Shares set forth above and 13,117,419 shares of Class B Common Stock and Units outstanding as of November 16, 2018, as reported in the Pro Supp.
Items 5(c) of the Original Schedule 13D is hereby amended and restated to read in full as follows:
Except as set forth on Exhibit 10 attached hereto, there have been no transactions with respect to the Shares during the sixty days prior to the date of
filing of this Amendment No. 5 by any of the Reporting Persons or, to their knowledge, any other person or entity referred to in Item 2 of this Schedule 13D.
Item 7. Material to be Filed as Exhibits.
|
|
|
Exhibit
|
|
Description
|
|
|
Exhibit 1*
|
|
Joint Filing Agreement, dated as of March 13, 2017, among the Reporting Persons.
|
|
|
Exhibit 2*
|
|
Directors and Executive Officers of Reporting Persons, Related Companies and Realty Group
|
|
|
Exhibit 3*
|
|
Stock Purchase Agreement, dated as of February 27, 2017, by and among RREF II Ladder LLC, GI Ladder Holdco LLC, GI Partners Fund
III-B,
L.P., GI Partners Fund
III-A,
L.P., TI II Ladder Holdings, LLC, TowerBrook Investors II AIV, L.P., GP09 PX (LAPP) Ladder Capital LTD., GP09 GV Ladder Capital LTD., GP09 PX Ladder Capital LTD. and OCP LCF Holdings Inc.
|
|
|
Exhibit 4*
|
|
Stockholders Agreement, dated March 3, 2017, by and among Ladder Capital Corp, RREF II Ladder LLC and any permitted transferee that becomes a party thereto by executing and delivering a joinder thereto.
|
|
|
Exhibit 5*
|
|
Lock-Up
Agreement, dated March 3, 2017, by and between Deutsche Bank Securities Inc. and RREF II Ladder LLC.
|
|
|
Exhibit 6*
Exhibit 7*
|
|
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 investors named therein.
Stock Purchase Agreement, dated as of November 9, 2017, by and among RREF II Ladder
LLC, TI II Ladder Holdings, LLC and TowerBrook Investors II AIV, L.P.
|
|
|
Exhibit 8*
|
|
Letter, dated January 15, 2018, from Related Management to the Board of Directors of the Issuer.
|
|
|
Exhibit 9*
|
|
Confidentiality Agreement, dated February 2, 2018, between Related Management and the Issuer.
|
|
|
Exhibit 10
|
|
Transactions in the Shares Effected in the Past 60 Days.
|
|
|
|
|
* Previously filed.
|