NEW YORK--(BUSINESS WIRE)--
Ladder Capital Corp (“Ladder” or the “Company”) (NYSE:LADR) today
announced that it is commencing the steps necessary to elect Real Estate
Investment Trust (“REIT”) status with an expected effective date of
January 1, 2015. The Company’s Board of Directors voted unanimously in
favor of pursuing a REIT election.
Following the proposed REIT election, Ladder expects to operate as an
internally-managed REIT, with no changes to its business strategy or
asset mix. Ladder will continue to focus on investments in senior
secured commercial real estate assets, with the Company’s core conduit
securitization operations housed in a taxable REIT subsidiary.
Consistent with its intention to operate as a REIT, Ladder is targeting
annual cash distributions of $100 million, which equates to dividends of
approximately $0.25 per quarter per share currently outstanding. In
addition, Ladder expects to declare a one-time earnings and profits
(E&P) distribution as required by REIT rules at the end of Q4 2015.
Ladder may on occasion also declare a REIT compliance “true-up”
distribution, if necessary. Ladder expects that the E&P distribution and
such additional distributions would be payable primarily in stock, to
provide for meaningful capital retention, and would be subject to a
cash/stock election. The timing and amount of future distributions is
based on a number of factors, including future actual earnings of the
Company, and all dividend declarations are subject to the approval of
Ladder’s Board of Directors.
Brian Harris, Ladder’s Chief Executive Officer, stated, “We believe this
plan strikes a balance between enhancing earnings to our shareholders
and preserving the strong operating synergies we enjoy between our
established business segments. The Company will continue to focus on
investments in senior secured commercial real estate assets while
delivering a well-supported cash dividend to our shareholders and
preserving capital. We continue to be well-positioned for opportunities
in both commercial real estate debt and equity investments.”
The Company will seek a shareholder vote in the first quarter of 2015 in
order to effectuate the charter amendment related to ownership
concentration limits to assure continued REIT compliance and to
effectuate certain amendments to the Tax Receivable Agreement currently
in place at Ladder. The Company expects to provide a proxy statement to
its shareholders in connection with its shareholder vote. In addition,
the REIT election is subject to the completion of all necessary steps
and final approval by Ladder’s Board of Directors.
Skadden, Arps, Slate, Meagher & Flom LLP and Kirkland & Ellis LLP are
serving as the Company’s legal advisors. J.P. Morgan, Citigroup,
Houlihan Lokey and Park Bridge Financial are acting as the Company’s
financial advisors on certain aspects of the REIT election.
Conference Call and Webcast
Ladder will host a conference call on Monday, December 15, 2014 at 5:00
p.m. EST to discuss this announcement. The conference call can be
accessed by dialing (855) 771-6992 domestic or (707) 287-9312
international, access code 51837345. Individuals who dial in will be
asked to identify themselves and their affiliations. For those unable to
participate, an audio replay will be available from 8:00 p.m. EST on
Monday, December 15, 2014 through midnight Monday, December 22, 2014. To
access the replay, please call (855) 859-2056 domestic or (404) 537-3406
international, access code 51837345. The conference call will also be
webcast though a link on Ladder Capital Corp’s Investor Relations
website at ir.laddercapital.com. A web-based archive of the conference
call will also be available at the above website.
About Ladder
Ladder is a leading commercial real estate finance company that
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. 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 Boca Raton, Los
Angeles, and San Francisco.
Forward-Looking Statements
Certain statements in this release 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,
levels of activity, performance, achievements and events could differ
materially from those stated, anticipated or implied by such
forward-looking statements. While Ladder 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 the risks discussed
under the heading “Risk Factors” in the Company’s Annual Report on Form
10-K for the year ended December 31, 2013, as well as its consolidated
financial statements, related notes, and other financial information
appearing therein, the risks discussed in the proxy statement to be
filed with the U.S. Securities and Exchange Commission (“SEC”) and
Ladder’s other filings with the SEC.
Risks and uncertainties related to the Company’s pursuit of an election
to be taxed as a REIT include that:
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There are a number of implementation and operational complexities to
address before the Company actually makes a REIT election;
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REIT qualification involves the application of highly technical and
complex provisions of the Internal Revenue Code of 1986, as amended,
as well as various factual determinations not entirely within the
Company’s control. If the Company determines to elect REIT status, the
Company cannot give assurance that its real estate assets will so
qualify or remain so qualified; and
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The Company can give no assurances that its board of directors will
approve a REIT election, even if there are no impediments to such
approval.
Forward-looking statements are made only as of the date of this release.
Ladder 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.
Additional Information
Ladder expects to take certain steps and corporate actions in connection
with the proposed REIT election, and, in connection therewith, it
expects to seek shareholder approval. Ladder expects to file a proxy
statement with the SEC to be used in connection with the related
shareholder vote. INVESTORS ARE URGED TO READ THE PROXY STATEMENT,
INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. You will be able to obtain documents free of charge at the
website maintained by the SEC at www.sec.gov.
In addition, you may obtain documents filed with the SEC by Ladder free
of charge by contacting Investor Relations, Ladder Capital Corp, 345
Park Avenue, 8th Floor, New York, NY 10154, (917) 369-3207,
or you may visit the investor relations section of our website at http://ir.laddercapital.com
for copies of any such document.
Ladder, its directors and executive officers and certain other members
of management and employees may be deemed to be participants in the
solicitation of proxies from Ladder’s stockholders. Information
regarding the persons who may, under the rules of the SEC, be considered
participants in the solicitation of proxies will be included in any
related proxy statement. Information about directors and executive
officers of Ladder and their ownership of Ladder stock is set forth in
the Company’s Annual Report on Form 10-K for the year ended December 31,
2013. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement if and
when it becomes available.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval.
Investor:
Ladder Capital Corp Investor Relations
917-369-3207
investor.relations@laddercapital.com
Source: Ladder Capital Corp