Page 9 of 14 – SEC Filing
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, 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 Companys 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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