Ladder Capital Corp-A美股招股说明书(2025-06-25版)

LADDER CAPITAL FINANCE HOLDINGS LLLPLADDER CAPITAL FINANCE CORPORATION $500,000,000 5.500% Senior Notes due 2030 guaranteed by LADDER CAPITAL CORP Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“LCFH”),and Ladder Capital Finance Corporation, a Delaware corporation and a wholly-owned subsidiary ofLCFH (the “Co-Issuer” and, together with LCFH, the “Issuers”), are offering $500,000,000 aggregateprincipal amount of 5.500% Senior Notes due 2030 (the “notes”). Interest on the notes will be paid semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026. The noteswill mature on August 1, 2030. The Issuers may redeem the notes, in whole or in part, at any time andfrom time to time, prior to their stated maturity at the applicable redemption price described in thisprospectus supplement in the section entitled “Description of Notes—Redemption Rights.” The notes will be unsecured and will rank equally in right of payment to all of the Issuers’ existingand future unsecured unsubordinated debt and senior in right of payment to all of the Issuers’ existingand future debt that is by its terms expressly subordinated in right of payment to the notes. The noteswill be effectively subordinated to any of the Issuers’ existing and future secured debt to the extent ofthe value of the assets securing such debt. The obligations to make payments of principal and interest onthe notes will be structurally subordinated to any obligations of the Issuers’ subsidiaries. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by LCFH’sparent company, Ladder Capital Corp (the “Parent”). Parent does not have any material assets other thanits investment in LCFH. The notes are a new issue of securities with no established trading market. We do not intend toapply for listing of the notes on any securities exchange or for quotation of the notes on any automateddealer quotation system. Investing in the notes involves a high degree of risk. See “Risk Factors” beginning on page S-10 of thisprospectus supplement and the information set forth in Parent’s filings under the Securities Exchange Actof 1934, as amended (the “Exchange Act”), that are incorporated herein by reference.Per note Plus accrued interest from July 3, 2025, if any, if settlement occurs after that date. Neither the Securities and Exchange Commission (the “SEC”) nor any state or other securitiescommission has approved or disapproved of these securities or determined if this prospectus supplement orthe accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The underwriters expect to deliver the notes in book-entry only form through The Depository TrustCompany, Clearstream Banking S.A, and Euroclear Bank, S.A./N.V. as operator of the EuroclearSystem on or about July 3, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-3THE OFFERINGS-7RISK FACTORSS-10USE OF PROCEEDSS-14DESCRIPTION OF NOTESS-15ADDITIONAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-40UNDERWRITINGS-43LEGAL MATTERSS-49EXPERTSS-50WHERE YOU CAN FIND MORE INFORMATIONS-50PageABOUT THIS PROSPECTUS1INCORPORATION OF CERTAIN INFORMATION BY REFERENCE3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS4SUMMARY6GUARANTOR DISCLOSURES7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES12UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS23PLAN OF DISTRIBUTION45LEGAL MATTERS47EXPERTS47WHERE YOU CAN FIND MORE INFORMATION4 The Issuers, the Parent and the underwriters have not authorized anyone to provide youwith any information that is not contained or incorporated by reference in this prospectussupplement, the accompanying prospectus and any permitted free writing prospectus. TheIssuers, the Parent and the underwriters take no responsibility for, and can provide noassurances as to the reliability of, any other information that others may give you. The Issuersand the underwriters are offering to sell the notes only in jurisdictions where offers and salesare permitted. You should not assume that the information contained in this prospectussupplement, the accompanying prospectus or any permitted free writing prospectus is accurateas of any date other than the date on the front cover of this prospectus supplement or theaccompanying prospectus, or the date of any such permitted free writing prospectus, as thecase may be, or that the information incorporated by reference herein or therein is accurate asof any date other than the date of the relevant report or other document in which suchinformation is contained. Our business, financial condition, results of operations and prospectsmay have changed since those dates. You should not consider any information included or incorporated by reference in thisprospectus s