Page 8 of 10 – SEC Filing
Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (Amendment No. 3) 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 4. Purpose of Transaction.
Item 4 of
the Original Schedule 13D is hereby amended by adding a new fourth paragraph to read in full as follows:
On February 2, 2018, Related
Management and the Issuer entered into a confidentiality agreement, as further described in Item 6 to this Amendment No. 3 (such agreement, the Confidentiality Agreement). Item 6 to this Amendment No. 3 is incorporated
herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby amended by adding a new paragraph to the end thereof that reads in full as follows:
Confidentiality Agreement
The Confidentiality
Agreement contains customary terms and conditions, including a twelve month standstill provision covering Related Management and its affiliates (and their representatives while acting on behalf of Related Management and its affiliates), which for so
long as it is in effect supersedes the standstill provision set forth in the Stockholders Agreement (as such term is defined in the Original 13D). The foregoing summary of the Confidentiality Agreement is qualified in its entirety by reference to
the copy thereof filed as Exhibit 9 herewith, which is incorporated by reference herein.
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* | 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. | |
| Exhibit 7* | 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. | |
| * | Previously filed. |
