Business Context and Reporting Period
This Form 8-K Current Report was filed by Ladder Capital Corp on January 3, 2019. The filing discloses the execution of equity distribution agreements to facilitate an "at-the-market" offering program for the Company's Class A common stock.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The primary financial metric disclosed is the authorization to offer and sell shares with an aggregate offering price of up to $100.0 million.
Material Changes
The material event reported is the entry into separate Equity Distribution Agreements with four sales agents: Raymond James & Associates, Inc., JMP Securities LLC, Keefe, Bruyette & Woods, Inc., and B. Riley FBR, Inc. This establishes a framework for the Company to sell shares from time to time, subject to market conditions and Company instructions.
Guidance, Outlook, and Terms
- Offering Structure: Sales will be made through the Sales Agents at prevailing market prices, negotiated prices, or prices related to prevailing market prices.
- Timing: Sales will not commence until after the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
- Compensation: The Company will pay a commission of up to 2.0% of the aggregate gross proceeds to the Sales Agents.
- Legal Fees: The Company agreed to reimburse Sales Agents for legal fees up to a maximum of $35,000.
- Termination: Either party may terminate the agreements at any time upon notice.
Investor Verification Checklist
- Verify the filing of the Form 10-K for the fiscal year ended December 31, 2018, as sales cannot begin until this report is filed.
- Review the full text of the Equity Distribution Agreement (Exhibit 1.1) for specific limitations on daily sales volumes or minimum price floors.
- Monitor future filings for actual share issuances and proceeds generated under the $100.0 million program.
- Confirm the impact of the 2.0% commission and legal fee reimbursements on net proceeds.