Item 8.01 Other Events.
On January 3, 2019, Ladder Capital Corp, a Delaware corporation (the Company), and its subsidiary Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership, entered into separate equity distribution agreements (each an Equity Distribution Agreement and collectively, the Equity Distribution Agreements) with each of Raymond James & Associates, Inc., JMP Securities LLC, Keefe, Bruyette & Woods, Inc. and B. Riley FBR, Inc. (each, a Sales Agent and collectively the Sales Agents), pursuant to which the Company may offer and sell, from time to time, through the Sales Agents, shares of the Companys Class A common stock, par value $0.001 per share, having an aggregate offering price of up to $100.0 million (the Shares). Sales of Shares, if any, will not begin until, at the earliest, after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018. Any Shares sold under the Equity Distribution Agreements will be issued pursuant to the Companys registration statement on Form S-3 (File No. 333- 216806), which was automatically effective upon being filed with the Securities and Exchange Commission (SEC) on March 17, 2017, the base prospectus filed as part of such registration statement and the prospectus supplement, dated January 3, 2019, filed by the Company with the SEC.
The Company is not obligated to sell any Shares under the Equity Distribution Agreements. Subject to the terms and conditions of the relevant Equity Distribution Agreement, each Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell Shares from time to time based upon the Companys instructions, including the number of shares to be issued, the time period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and any minimu
m price below which sales may not be made. Subject to the terms and conditions of the relevant Equity Distribution Agreement, sales of the Shares may be made by means of ordinary brokers transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Each Sales Agents obligations to sell Shares under the relevant Equity Distribution Agreement are subject to satisfaction of certain customary closing conditions for transactions of this nature.
The Company will pay the Sales Agent a commission of up to 2.0% of the aggregate gross proceeds from each sale of Shares for which such Sales Agent acts as an agent and/or principal under the terms of the relevant Equity Distribution Agreement. The Company has agreed to provide the Sales Agents with customary indemnification and contribution rights. The Company has also agreed to reimburse the Sales Agents for legal fees, up to a maximum amount of $35,000, in connection with establishing the at-the-market program.
Each Equity Distribution Agreement may be terminated by the relevant Sales Agent or the Company at any time upon notice to the other party, or by the relevant Sales Agent at any time in certain circumstances, including any suspension or limitation on the trading of the Companys Class A common stock on the New York Stock Exchange.
The foregoing description is qualified in its entirety by reference to the form of Equity Distribution Agreement, which is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.
Kirkland and Ellis LLP has issued an opinion, dated January 3, 2019, to the Company regarding certain legal matters with respect to the at-the-market offering, a copy of which is filed as Exhibit 5.1 hereto.
This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Equity Distribution Agreements, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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