Item 1.01 Entry into a Material Definitive Agreement.

Issuance of 4.250% Senior Notes due 2027

On January 30, 2020, Ladder Capital Finance Holdings LLLP ("LCFH") and Ladder Capital Finance Corporation (together with LCFH, the "Issuers"), subsidiaries of Ladder Capital Corp ("Ladder" or the "Company"), issued $750 million aggregate principal amount of 4.250% senior notes due 2027 (the "Senior Notes").

Ladder intends to use the net proceeds of the offering to repay secured indebtedness.

The Senior Notes were offered to persons believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States pursuant to Regulation S under the Securities Act. The Senior Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.





Indenture

The Senior Notes were issued under an Indenture, dated January 30, 2020 (the "Indenture"), among the Issuers, the guarantors named therein (including the Company) and Wilmington Trust, National Association, as trustee.

The Indenture provides, among other things, that the Senior Notes will be senior unsecured obligations of the Issuers. Interest is payable on the Senior Notes on February 1 and August 1 of each year beginning on August 1, 2020 until their maturity date of February 1, 2027. The Indenture contains covenants that, among other things:

· limit the Issuers' ability and the ability of their restricted subsidiaries to


   incur additional indebtedness or issue certain disqualified stock and preferred
   shares?

· require that the Issuers and their restricted subsidiaries maintain total


   unencumbered assets (as defined in the Indenture) of not less than 120% of the
   aggregate principal amount of the outstanding unsecured indebtedness of the
   Issuers and their restricted subsidiaries? and

· limit LCFH's ability to merge or consolidate with another company or sell all


   or substantially all of its assets.

These covenants are subject to a number of important exceptions and qualifications.

If LCFH experiences certain kinds of changes of control and the Senior Notes receive a ratings downgrade, the Issuers will be required to offer to repurchase the Senior Notes at a price equal to 101% of the principal amount thereof plus accrued but unpaid interest to the repurchase date.

The Issuers may redeem the Senior Notes at any time, in whole or in part, prior to their maturity. The redemption price for Senior Notes that are redeemed before February 1, 2023 will be equal to 100% of the principal amount thereof, together with any accrued and unpaid interest to the redemption date, plus a make-whole premium. The redemption price for Senior Notes that are redeemed on or after February 1, 2023 will be equal to the redemption prices set forth in the Indenture, together with any accrued and unpaid interest to the redemption date. In addition, the Issuers may redeem up to 40% of the Senior Notes using the proceeds of certain equity offerings completed before February 1, 2023.

The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods) nonpayment of principal or interest? breach of other agreements in the Indenture? defaults in failure to pay certain other indebtedness? the rendering of judgments to pay certain amounts of money against the Issuers and their subsidiaries? the failure of certain guarantees to be enforceable? and certain events of bankruptcy or insolvency.

The foregoing summary of the Indenture and the Senior Notes does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture and the form of Senior Note, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.





Forward-Looking Statements

Certain statements in this report may constitute "forward-looking" statements, including those related to the use of proceeds from the offering. 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, including those regarding the use of proceeds from the offering. While the Company 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, most prominently, the risks discussed under the heading "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, as well as its consolidated financial statements, related notes, and other financial information appearing therein, and its other filings with the U.S. Securities and Exchange Commission. Such forward-looking statements are made only as of the date of this report. The Company 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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit
No.                                Description of Exhibit
  4.1       Indenture, dated January 30, 2020, among Ladder Capital Finance
          Holdings LLLP, Ladder Capital Finance Corporation, the guarantors party
          thereto and Wilmington Trust, National Association, as trustee.

  4.2       Form of Senior Note (included in Exhibit 4.1).

  104     The cover page from this Current Report on Form 8-K formatted in Inline
          XBRL (included as Exhibit 101).

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