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 2030guaranteed byLADDER CAPITAL CORP Ladder Capital Finance Holdings LLLP, a Delaware limited liability limited partnership (“LCFH”), and Ladder CapitalFinance Corporation, a Delaware corporation and a wholly-owned subsidiary of LCFH (the “Co-Issuer” and, together withLCFH, the “Issuers”), are offering $500,000,000 aggregate principal amount of 5.500% Senior Notes due 2030 (the “notes”).Interest on the notes will be paid semi-annually in arrears on February1 and August 1 of each year, beginning on February 1,2026. The notes will mature on August 1, 2030. The Issuers may redeem the notes, in whole or in part, at any time and fromtime to time, prior to their stated maturity at the applicable redemption price described in this prospectus supplement in thesection entitled “Description of Notes — Redemption Rights.” The notes will be unsecured and will rank equally in right of payment to all of the Issuers’ existing and future unsecuredunsubordinated debt and senior in right of payment to all of the Issuers’ existing and future debt that is by its terms expresslysubordinated in right of payment to the notes. The notes will be effectively subordinated to any of the Issuers’ existing andfuture secured debt to the extent of the value of the assets securing such debt. The obligations to make payments of principal andinterest on the 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’s parent company, LadderCapital Corp (the “Parent”). Parent does not have any material assets other than its investment in LCFH. The notes are a new issue of securities with no established trading market. We do not intend to apply for listing of the noteson any securities exchange or for quotation of the notes on any automated dealer quotation system. Investing in the notes involves a high degree of risk. See “Risk Factors” beginning on pageS-10of this prospectus supplementand the information set forth in Parent’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), thatare incorporated herein by reference.Per noteTotal Underwriting discount (1)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 securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete.Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry only form through The Depository Trust Company, ClearstreamBanking S.A, and Euroclear Bank, S.A./N.V. as operator of the Euroclear System 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 INFORMATION48 The Issuers, the Parent and the underwriters have not authorized anyone to provide you with anyinformationthat is not contained or incorporated by reference in this prospectus supplement,theaccompanying prospectus and any permitted free writing prospectus. The Issuers, the Parent and theunderwriters take no responsibility for, and can provide no assurances as to the reliability of, any otherinformation that others may give you. The Issuers and the underwriters are offering to sell the notes only injurisdictions where offers and sales are permitted. You should not assume that the information contained inthis prospectus supplement, the accompanying prospectus or any permitted free writing prospectus isaccurate as 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 the case may be, orthat the information incorporated by reference herein or therein is accurate as of any date other than the dateof the relevant report or other document in which such information is contained. Our business, financialcondition, results of operations and prospects may have changed since those dates. You should not consider any information included or incorporated