NEW YORK--(BUSINESS WIRE)--Ladder Capital Corp (“Ladder” or the “Company”) (NYSE:LADR) announced today that its subsidiaries, Ladder Capital Finance Holdings LLLP and Ladder Capital Finance Corporation (collectively, the “Issuers”), have priced an offering of $500 million in aggregate principal amount of 5.250% senior notes due 2022 (the “Senior Notes”). The sale of the Senior Notes is expected to be completed on or about March 16, 2017, subject to customary closing conditions. The Senior Notes will be senior unsecured obligations of the Issuers and will be guaranteed by the Company and certain of its subsidiaries.
The Company intends to use the net proceeds of the offering to redeem the Issuers’ remaining outstanding 7.375% senior notes due 2017 (the “2017 Notes”), to pay offering related expenses and for general corporate purposes, including repayment of secured debt.
The Issuers have delivered a notice of conditional full redemption to holders of the 2017 Notes, pursuant to which the Issuers will redeem all outstanding 2017 Notes at 100% of the principal amount thereof (plus any accrued and unpaid interest to the redemption date) on April 1, 2017. The redemption is conditioned on the completion by the Issuers of a senior notes offering with gross proceeds of not less than $500 million. The Company’s offering of Senior Notes is expected to satisfy this condition.
The Senior Notes are being offered in the United States to 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. This press release does not constitute an offer to sell the Senior Notes, nor a solicitation for an offer to purchase the Senior Notes.
Ladder is an internally-managed real estate investment trust that is a leader in commercial real estate finance. Ladder originates and invests in a diverse portfolio of commercial real estate and real estate-related assets, focusing on senior secured assets. Ladder’s investment activities include: (i) direct origination of commercial real estate first mortgage loans; (ii) investments in investment grade securities secured by first mortgage loans on commercial real estate; and (iii) investments in net leased and other commercial real estate equity. Founded in 2008, Ladder is run by a highly experienced management team with extensive expertise in all aspects of the commercial real estate industry, including origination, credit, underwriting, structuring, capital markets and asset management. Led by Brian Harris, the Company’s Chief Executive Officer, Ladder is headquartered in New York City and has branches in Los Angeles and Boca Raton.
Certain statements in this release, including those relating to the offering and the notes redemption, may constitute “forward-looking” statements. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While the Company believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as well as its consolidated financial statements, related notes, and other financial information appearing therein, and its other filings with the U.S. Securities and Exchange Commission. Such forward-looking statements are made only as of the date of this release. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or changes in events, conditions, or circumstances on which any such statement is based.