Item 1.01. Entry into a Material Definitive
Agreement.
Issuance of 4.750% Senior Notes due
2029
On June 23, 2021, Ladder Capital Finance Holdings LLLP (“LCFH”)
and Ladder Capital Finance Corporation (together with LCFH, the “Issuers”), subsidiaries of Ladder Capital Corp (“Ladder”
or the “Company”), issued $650 million aggregate principal amount of 4.750% senior notes due 2029 (the “Senior Notes”).
The Issuers intend to use the net proceeds of the offering for general
corporate purposes, which may include funding the Issuers’ pipeline of new loans, investments in the Issuers’ core business
lines and repayments of indebtedness, including potential redemptions of the Issuers’ outstanding notes.
The Senior Notes were offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes have not been registered under the Securities
Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Indenture
The Senior Notes were issued under an Indenture, dated June 23, 2021
(the “Indenture”), among the Issuers, the guarantors named therein (including the Company) and Wilmington Trust, National
Association, as trustee.
The Indenture provides, among other things, that the Senior Notes will
be senior unsecured obligations of the Issuers. Interest is payable on the Senior Notes on June 15 and December 15 of each year beginning
on December 15, 2021 until their maturity date of June 15, 2029. The Indenture contains covenants that, among other things:
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limit LCFH’s ability and the ability of its restricted subsidiaries to incur additional indebtedness
or issue certain disqualified stock and preferred shares;
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require that LCFH maintain total unencumbered assets (as defined
in the Indenture) of not less than 120% of the aggregate principal amount of the outstanding unsecured indebtedness of LCFH and its restricted
subsidiaries; and
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limit LCFH’s ability to merge or consolidate with another company or sell all or substantially all
of its assets.
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These covenants are subject to a number of important exceptions and
qualifications.
If LCFH experiences certain kinds of changes of control and the Senior
Notes receive a ratings downgrade, the Issuers will be required to offer to repurchase the Senior Notes at a price equal to 101% of the
principal amount thereof plus accrued but unpaid interest to the repurchase date.
The Issuers may redeem the Senior Notes at any time, in whole or in
part, prior to their maturity. The redemption price for Senior Notes that are redeemed before June 15, 2024 will be equal to 100% of the
principal amount thereof, together with any accrued and unpaid interest, if any, to, but not including, the redemption date, plus a make-whole
premium. The redemption price for Senior Notes that are redeemed on or after June 15, 2024 will be equal to the redemption prices set
forth in the Indenture, together with any accrued and unpaid interest to, if any, to, but not including, the redemption date. In addition,
the Issuers may redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before June 15, 2024.
The Indenture provides for customary events of default, which include
(subject in certain cases to customary grace and cure periods) nonpayment of principal or interest; breach of other agreements in
the Indenture; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money
against the Issuers and their subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy
or insolvency.
The foregoing summary of the Indenture and the Senior Notes does not
purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the form of the Senior
Note, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
