DEBT OBLIGATIONS, NET | 6. DEBT OBLIGATIONS, NET The details of the Company’s debt obligations at June 30, 2024 and December 31, 2023 are as follows ($ in thousands): June 30, 2024 Debt Obligations Committed / Carrying Value of Debt Obligations Committed but Unfunded Interest Rate at June 30, 2024(1) Current Term Maturity Remaining Extension Options Eligible Collateral Carrying Amount of Collateral Fair Value of Collateral Committed Loan Repurchase Facility $ 500,000 $ 232,114 $ 267,886 7.07% — 7.47% 9/27/2025 (2) (3) $ 341,094 $ 341,094 Committed Loan Repurchase Facility 300,000 80,743 219,257 7.42% — 8.32% 12/19/2024 (4) (5) 111,680 111,680 Committed Loan Repurchase Facility 56,000 16,300 39,700 7.57% — 7.57% 4/30/2026 (6) (3) — — (7) Committed Loan Repurchase Facility 200,000 22,707 177,293 7.82% — 8.27% 10/3/2025 (8) (3) 31,232 31,367 Committed Loan Repurchase Facility 100,000 — 100,000 —% —% 1/22/2025 (9) (5) — — Total Committed Loan Repurchase Facilities 1,156,000 351,864 804,136 484,006 484,141 Uncommitted Securities Repurchase Facility N/A (10) 1,678 N/A (10) 6.53% — 7.48% 7/15/2024 N/A (11) 9,483 9,483 (12) Total Repurchase Facilities 1,156,000 353,542 804,136 493,489 493,624 Revolving Credit Facility 323,850 — 323,850 —% — —% 1/25/2025 (13) N/A (14) N/A (14) N/A (14) Mortgage Loan Financing 506,656 509,421 — 4.39% — 9.03% 2024-2034 (15) N/A (16) 500,141 683,584 (17) CLO Debt 952,220 951,716 (18) — 6.64% — 9.09% 2024-2026 (19) N/A (3) 1,183,650 1,183,650 Senior Unsecured Notes 1,573,614 1,563,420 (20) — 4.25% — 5.25% 2025-2029 N/A N/A (21) N/A (21) N/A (21) Total Debt Obligations, Net $ 4,512,340 $ 3,378,099 $ 1,127,986 $ 2,177,280 $ 2,360,858 (1) Interest rates on floating rate debt reflect the applicable index in effect as of June 30, 2024. (2) Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date. (3) First mortgage commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans. (4) One additional 364-day period at Company’s option. (5) First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans. (6) Three additional 12-month extension periods at Company’s option. (7) The Company has pledged mortgage loans receivable with a value of $20.4 million that eliminates in consolidation and is thus not included in the carrying amount of collateral or fair value of collateral. (8) Two additional 12-month extension periods at Company’s option. No new advances permitted past 30 days prior to initial maturity. (9) One additional 12-month extension period at Company's option. No new advances permitted during the final 12-month period. (10) Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances. (11) Commercial real estate securities. Eligible collateral does not include the first mortgage commercial real estate loans collateralizing such securities. (12) Includes $1.9 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis. (13) Four additional 12-month periods at Company’s option. (14) The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries. (15) Anticipated repayment dates. (16) Certain of the Company’s real estate investments serve as collateral for the Company’s mortgage loan financing. (17) Represents undepreciated carrying value of commercial real estate collateral. (18) Presented net of unamortized debt issuance costs of $0.5 million at June 30, 2024. (19) Represents the estimated maturity date based on the underlying loan maturities. (20) Presented net of unamortized debt issuance costs of $10.2 million at June 30, 2024. (21) The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries. December 31, 2023 Debt Obligations Committed / Carrying Value of Debt Obligations Committed but Unfunded Interest Rate at December 31, 2022(1) Current Term Maturity Remaining Extension Options Eligible Collateral Carrying Amount of Collateral Fair Value of Collateral Committed Loan Repurchase Facility $ 500,000 $ 235,594 $ 264,406 7.08% — 7.48% 9/27/2025 (2) (3) $ 342,467 $ 342,467 Committed Loan Repurchase Facility 300,000 118,903 181,097 7.46% — 8.36% 12/19/2024 (4) (5) 174,938 174,938 Committed Loan Repurchase Facility 141,997 139,162 2,835 7.06% — 7.60% 4/30/2024 (6) (3) 65,110 65,110 (7) Committed Loan Repurchase Facility 200,000 111,340 88,660 7.22% — 8.29% 10/3/2025 (8) (3) 150,280 150,559 Committed Loan Repurchase Facility 100,000 — 100,000 —% — —% 1/22/2024 (9) (5) — — Total Committed Loan Repurchase Facilities 1,241,997 604,999 636,998 732,795 733,074 Committed Securities Repurchase Facility 100,000 — 100,000 —% — —% 5/27/2024 N/A (10) — — Uncommitted Securities Repurchase Facility N/A (11) 1,608 N/A (11) 6.61% — 7.56% 1/17/2024 N/A (10) 2,511 2,511 (12) Total Repurchase Facilities 1,341,997 606,607 736,998 735,306 735,585 Revolving Credit Facility 323,850 — 323,850 —% — —% 7/27/2024 (13) N/A (14) N/A (14) N/A (14) Mortgage Loan Financing 437,384 437,759 — 4.39% — 9.03% 2024-2031 (15) N/A (16) 474,740 625,454 (17) CLO Debt 1,062,777 1,060,719 (18) — 6.68% — 9.13% 2024-2026 (19) N/A (3) 1,327,722 1,327,722 Borrowings from the FHLB 115,000 115,000 — 5.76% — 5.88% 2024 N/A (20) 140,276 140,276 Senior Unsecured Notes 1,575,614 1,563,861 (21) — 4.25% — 5.25% 2025-2029 N/A N/A (22) N/A (22) N/A (22) Total Debt Obligations, Net $ 4,856,622 $ 3,783,946 $ 1,060,848 $ 2,678,044 $ 2,829,037 (1) Interest rates on floating rate debt reflect the applicable index in effect as of December 31, 2023. (2) Two 12-month extension periods at Company’s option. No new advances are permitted after the initial maturity date. (3) First mortgage commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans. (4) One additional 364-day period at Company’s option. (5) First mortgage and mezzanine commercial real estate loans and senior and pari passu interests therein. Eligible collateral does not include the real estate collateralizing such loans. (6) Three additional 12-month extension periods at Company’s option. (7) The Company has pledged mortgage loans receivable with a value of $114.7 million that eliminates in consolidation and is thus not included in the carrying amount of collateral or fair value of collateral. (8) Two additional 12-month extension periods at Company’s option. No new advances permitted past 30 days prior to initial maturity. (9) Two additional 12-month extension periods at Company's option. No new advances permitted during the final 12-month period. (10) Commercial real estate securities. Eligible collateral does not include the first mortgage commercial real estate loans collateralizing such securities. (11) Represents uncommitted securities repurchase facilities for which there is no committed amount subject to future advances. (12) Includes $1.9 million of restricted securities under the risk retention rules of the Dodd-Frank Act. These securities are accounted for as held-to-maturity and recorded at amortized cost basis. (13) Three additional 12-month periods at Company’s option. (14) The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries and secured by equity pledges in certain Company subsidiaries. (15) Anticipated repayment dates. (16) Certain of the Company’s real estate investments serve as collateral for the Company’s mortgage loan financing. (17) Represents undepreciated carrying value of commercial real estate collateral. (18) Presented net of unamortized debt issuance costs of $2.1 million at December 31, 2023. (19) Represents the estimated maturity date based on the remaining reinvestment period and underlying loan maturities. (20) Investment grade commercial real estate securities. It does not include the first mortgage commercial real estate loans collateralizing such securities. (21) Presented net of unamortized debt issuance costs of $11.8 million at December 31, 2023. (22) The obligations under the senior unsecured notes are guaranteed by the Company and certain of its subsidiaries. Committed Loan and Securities Repurchase Facilities The Company has entered into five committed master repurchase agreements, as outlined in the June 30, 2024 table above, totaling $1.2 billion of credit capacity in order to finance its lending activities. Assets pledged as collateral under these facilities are limited to whole mortgage loans or participation interests in mortgage loans collateralized by first liens on commercial properties and mezzanine debt. The Company also had a term master repurchase agreement with a major U.S. bank to finance CMBS totaling $100 million that was undrawn and matured during the three months ended June 30, 2024. The Company’s repurchase facilities include covenants covering net worth requirements, minimum liquidity levels, maximum leverage ratios, and minimum fixed charge coverage ratios. The Company was in compliance with all covenants as of June 30, 2024 and December 31, 2023. The Company has the option to extend some of the current facilities subject to a number of conditions, including satisfaction of certain notice requirements, the absence of an event of default, and the absence of a margin deficit, all as defined in the repurchase facility agreements. The lenders have sole discretion with respect to the inclusion of collateral in these facilities and the determination of the market value of the collateral on a daily basis, to be exercised on a good faith basis, and have the right in certain cases to require additional collateral, a full and/or partial repayment of the facilities (margin call), or a reduction in unused availability under the facilities, sufficient to rebalance the facilities if the estimated market value of the included collateral declines. As of June 30, 2024, the Company had total debt obligations of $353.5 million outstanding pursuant to repurchase agreements with four counterparties. None of the loan repurchase facilities are due within 90 days of June 30, 2024. As of June 30, 2024, no counterparties held collateral that exceeded the amounts borrowed under the related repurchase agreements by more than $152.8 million, or 10% of the Company’s total equity. As of June 30, 2024, the weighted average haircut, or the percent of collateral value in excess of the loan amount, under the Company’s repurchase agreements was 28%. There have been no significant fluctuations in haircuts across asset classes on the repurchase facilities. Revolving Credit Facility The Company’s Revolving Credit Facility provides for an aggregate maximum borrowing amount of $323.9 million, including a $25.0 million sublimit for the issuance of letters of credit. The Revolving Credit Facility is available on a revolving basis to finance the Company’s working capital needs and for general corporate purposes. Borrowings under the Revolving Credit Facility incur interest at a fixed margin of 2.50% over the index rate, with reductions in the fixed margin upon the achievement of investment grade credit ratings. As of June 30, 2024, the Company had no outstanding borrowings on the Revolving Credit Facility, and continues to maintain the ability to draw $323.9 million. The obligations under the Revolving Credit Facility are guaranteed by the Company and certain of its subsidiaries. The Revolving Credit Facility is secured by a pledge of the shares of (or other ownership or equity interests in) certain subsidiaries to the extent the pledge is not restricted under existing regulations, law or contractual obligations. The Company is subject to customary affirmative covenants and negative covenants, including limitations on the incurrence of additional debt, liens, restricted payments, sales of assets and affiliate transactions. In addition, the Company is required to comply with financial covenants relating to minimum net worth, maximum leverage, minimum liquidity, and minimum fixed charge coverage, consistent with the Company’s other credit facilities. The Company’s ability to borrow is dependent on, among other things, compliance with the financial covenants. The Revolving Credit Facility contains customary events of default, including non-payment of principal or interest, fees or other amounts, failure to perform or observe covenants, cross-default to other indebtedness, the rendering of judgments against the Company or certain of its subsidiaries to pay certain amounts of money and certain events of bankruptcy or insolvency. Debt Issuance Costs As of June 30, 2024 and December 31, 2023, the amounts of unamortized costs relating to the Company’s master repurchase facilities and Revolving Credit Facility were $3.3 million and $4.0 million, respectively, are included in other assets in the consolidated balance sheets. Uncommitted Securities Repurchase Facilities The Company has also entered into multiple uncommitted master repurchase agreements collateralized by real estate securities with several counterparties. The borrowings under these agreements have typical advance rates between 75% and 95% of the fair value of collateral, which is primarily AAA-rated securities. The uncommitted securities repurchase facility is due within 30 days of June 30, 2024. Mortgage Loan Financing The Company typically finances its real estate investments with long-term, non-recourse mortgage financing. These mortgage loans have carrying amounts of $509.4 million and $437.8 million, net of unamortized premiums of $4.1 million and $1.8 million as of June 30, 2024 and December 31, 2023, respectively, representing proceeds received upon financing greater than the contractual amounts due under these agreements. The premiums are being amortized over the remaining life of the respective debt instruments using the effective interest method. The Company recorded $0.2 million and $0.3 million of premium amortization, which decreased interest expense for the three and six months ended June 30, 2024 and 2023, respectively. These non-recourse debt agreements provide for secured financing at rates ranging from 4.39% to 9.03%, and, as of June 30, 2024, have anticipated maturity dates between 2024 and 2034, with an average term of 3.8 years. The mortgage loans are collateralized by real estate and related lease intangibles, net, of $500.1 million and $474.7 million as of June 30, 2024 and December 31, 2023, respectively. During the six months ended June 30, 2024, the Company executed ten new term debt agreements to finance properties in its real estate portfolio with an aggregate outstanding debt balance of $68.9 million. During the six months ended June 30, 2023 the Company did not execute any new term debt agreements. Collateralized Loan Obligations (“CLO”) Debt As of June 30, 2024, the Company had $951.7 million of matched term, non-mark-to-market and non-recourse CLO debt included in debt obligations on its consolidated balance sheets, which includes unamortized debt issuance costs of $0.5 million. On July 13, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated $498.2 million of gross proceeds to Ladder, financing $607.5 million of loans (“Contributed July 2021 CLO Loans”) at an 82% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 18% subordinate and controlling interest in the CLO. The Company retained consent rights over major decisions with respect to the servicing of the Contributed July 2021 CLO Loans, including the right to appoint and replace the special servicer under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE. Refer to Note 9, Consolidated Variable Interest Entities for further detail. On December 2, 2021, a consolidated subsidiary of the Company completed a privately-marketed CLO transaction, which generated $566.2 million of gross proceeds to Ladder, financing $729.4 million of loans (“Contributed December 2021 CLO Loans”) at a maximum 77.6% advance rate on a matched term, non-mark-to-market and non-recourse basis. A consolidated subsidiary of the Company retained an 15.6% subordinate and controlling interest in the CLO. The Company also held two additional tranches as investments totaling 6.8% interest in the CLO. The Company retained consent rights over major decisions with respect to the servicing of the Contributed December 2021 CLO Loans, including the right to appoint and replace the special servicer under the CLO. The CLO is a VIE and the Company is the primary beneficiary and, therefore, consolidated the VIE. Refer to Note 9, Consolidated Variable Interest Entities for further detail. Borrowings from the Federal Home Loan Bank (“FHLB”) As of June 30, 2024, the Company had no debt outstanding with the FHLB. Tuebor Captive Insurance Company LLC (“Tuebor”), was licensed in Michigan and approved to operate as a captive insurance company as well as being approved to become a member of the FHLB. Tuebor is subject to state regulations which require that dividends (including dividends to the Company as its parent) may only be made with regulatory approval. However, there can be no assurance that the Company would obtain such approval if sought. Largely as a result of this restriction, approximately $859.7 million of Tuebor’s member’s capital was restricted from transfer via dividend to Tuebor’s parent without prior approval of state insurance regulators at June 30, 2024. To facilitate intercompany cash funding of operations and investments, Tuebor and its parent maintain regulator-approved intercompany borrowing/lending agreements. Senior Unsecured Notes As of June 30, 2024, the Company had $1.6 billion of unsecured corporate bonds outstanding. These unsecured financings were comprised of $327.8 million in aggregate principal amount of 5.25% senior notes due 2025 (the “2025 Notes”), $611.9 million in aggregate principal amount of 4.25% senior notes due 2027 (the “2027 Notes”) and $633.9 million in aggregate principal of 4.75% senior notes due 2029 (the “2029 Notes”). Subsequent to quarter end, the Company issued $500 million in aggregate principal amount of 7.00% senior notes due 2031 (the “2031 Notes”, collectively with the 2025 Notes, the 2027 Notes and the 2029 Notes, the “Notes”). During the six months ended June 30, 2024, the Company repurchased $2.0 million of the 2029 Notes and recognized a net gain of $0.2 million on extinguishment of debt. LCFH issued the Notes with Ladder Capital Finance Corporation (“LCFC”), as co-issuers on a joint and several basis. LCFC is a 100% owned finance subsidiary of LCFH with no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the Notes. The Company and certain subsidiaries of LCFH currently guarantee the obligations under the Notes and the indenture. The Company was in compliance with all covenants of the Notes as of June 30, 2024 and 2023. The Notes require interest payments semi-annually in cash in arrears, are unsecured, and are subject to an unencumbered assets to unsecured debt covenant. The Company may redeem the Notes prior to their stated maturity, in whole or in part, at any time or from time to time, with required notice and at a redemption price as specified in the indenture governing the Notes, plus accrued and unpaid interest, if any, to the redemption date. The board of directors has authorized the Company to repurchase any or all of the Notes from time to time without further approval. Financial Covenants The Company’s debt facilities are subject to covenants that require the Company to maintain a minimum level of total equity. Largely as a result of this restriction, approximately $871.4 million of the total equity is restricted from payment as a dividend by the Company at June 30, 2024. The Company was in compliance with all covenants as of June 30, 2024. Combined Maturity of Debt Obligations The following schedule reflects the Company’s contractual payments under borrowings by maturity ($ in thousands): Period ending December 31, Borrowings by 2024 (last six months) $ 202,362 2025 571,010 2026 100,149 2027 787,099 2028 24,317 Thereafter 748,874 Subtotal 2,433,811 Debt issuance costs included in senior unsecured notes (10,194) Debt issuance costs included in mortgage loan financings (1,330) Premiums included in mortgage loan financings (2) 4,095 Total (3) $ 2,426,382 (1) The allocation of repayments under the Company’s committed loan repurchase facilities is based on the earlier of: (i) the maturity date of each agreement; or (ii) the maximum maturity date of the collateral loans, assuming all extension options are exercised by the borrower. (2) Represents deferred gains on conduit mortgage mortgage loans sold into securitizations, collateralized by net leased properties in the Company’s real estate segment. These premiums are amortized as a reduction to interest expense. (3) |