UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 16, 2020
Ladder Capital Corp
(Exact name of registrant as specified in its charter)
| Delaware | 001-36299 | 80-0925494 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 345 Park Avenue, 8th Floor | | 10154 |
| New York, New York | | (Zip Code) |
| (Address of principal executive offices) | | |
Registrant’s telephone number, including area code: (212) 715-3170
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each Exchange on Which
Registered |
| Class A common stock, $0.001 par value | | LADR | | New York Stock Exchange |
Item 8.01 Other Events
On March 16, 2020, Ladder Capital Corp (the “Company”) filed a new registration statement on Form S-3 (File No. 333-237197) (the "New Registration Statement") to replace the Company's existing registration statement on Form S-3 (File No. 333-216806) that is set to expire on March 17, 2020. In connection therewith, the Company filed a new prospectus supplement relating to the Company's existing “at-the-market” offering with Raymond James, JMP Securities, Keefe, Bruyette & Woods and B. Riley FBR.
The Company is filing herewith as Exhibit 5.1 an opinion of its counsel, Kirkland & Ellis LLP, regarding certain legal matters with respect to the at-the-market offering, which opinion is hereby incorporated by reference into the New Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. | | Description of Exhibit |
| | | |
| 5.1 | | Opinion of Kirkland & Ellis LLP |
| | | |
| 104 | | The cover page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 16, 2020 | LADDER CAPITAL CORP |
| | |
| | By: | /s/ Marc Fox |
| | Name: | Marc Fox |
| | Title: | Chief Financial Officer |
