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Table of Contents. Employer identification number Copies of all communications, including communications sent to the agent for delivery, should be sent to: Joshua N.
Korff, Esq. Michael Kim, Esq. Brian Hecht, Esq. Approximate Date of Start of Proposed Public Sale: From time to time after this Registration Statement becomes effective.
If the only securities registered on this form are offered under dividend or interest reinvestment plans, please select the check box below. Add a check mark to indicate whether the registrant is a Large Accelerated Filer, an Accelerated Filer, a Non-Accelerated Filer, or a Smaller Reporting Organization.
The specific terms of all securities offered are described in one or more supplements to this prospectus. You should read this Prospectus and the relevant Supplement carefully before investing. We have two authorized classes of common stock: all of these holders vote together as one class. We are an "emerging growth company", as this term is defined in the federal securities laws, and as such are subject to certain reduced reporting requirements for public companies.
Please see “Risk Factors” on page 2 for information on factors to consider before investing in our securities. This prospectus may not be used to offer or sell securities unless an addendum to the prospectus is attached.
Neither the Securities and Exchange Commission "SEC", government securities commission or any other regulatory agency has approved or disapproved of these securities or disclosed the accuracy or adequacy of this Prospectus. Any representation to the contrary is punishable by law. The date of this prospectus is March 4, 2016. You may not rely on any information or representations that are not contained in this prospectus or the accompanying prospectus supplement or are incorporated by reference.
This prospectus and the accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy securities other than the registered securities to which they relate, nor does this prospectus and the attached prospectus supplement constitute an offer to sell or a solicitation to make an offer to buy securities in any jurisdiction to any person who is unlawful to make such an offer, or to solicit solicitation in any such jurisdiction.
You should not assume that the information contained in this Prospectus and the accompanying Supplement is correct at any time after the date indicated on the front of this document. The Supplement may add information to this Prospectus or update or change information in this Prospectus. If there is any inconsistency between the information in this Prospectus and any Supplement, you should rely on the information in the Supplement. You should read this Prospectus and any Supplemental Prospectus carefully together with the additional information described under the headings "Where to Find More Information" and "Inclusion of Certain Information by Reference".
You should assume that the information in this prospectus is correct only as of the date of this prospectus. The term "this Prospectus" refers to this Prospectus and any applicable Prospectus Supplements, unless the context otherwise requires. Ladder Capital Corp files annual, quarterly, and current reports, proxy statements, and other information with the SEC.
The SEC also maintains a website that contains reports, proxy and disclosure statements, and other information on issuers that file electronically with the SEC. The address of this website is http: Our website address is at http: This material will be made available through our website as soon as reasonably possible after we have filed or submitted the information electronically to the SEC.
The SEC enables us to include information in this prospectus by reference, which means we can disclose important information about ourselves by referring you to another document that has been separately filed with the SEC. The information incorporated by reference is part of this prospectus. The information contained in any such document will be regarded as part of this Prospectus from the date the document is filed with the SEC.
If you request such information in writing or by telephone, we will provide you with a free copy of some or all of the information incorporated by reference into this prospectus. Such inquiries should be directed to the following address: Investor Relations phone: You should rely only on the information contained in, or by reference to, this Prospectus, an accompanying Prospectus Supplement, or any free prospectus we have filed with the SEC to be included in this prospectus.
We have not authorized anyone to provide you with any other or additional information. We are not making an offer to sell or the solicitation of an offer to buy any securities in any country where the offer or sale is not permitted. You should not assume that the information in this Prospectus or in any document incorporated by reference is accurate on any date other than the date on the front page of that document.
The following summary highlights information that is contained elsewhere or incorporated by reference into this prospectus. It may not contain all of the information that is important to you. Certain figures contained in this prospectus or incorporated by reference have been rounded.
As a result, numbers that appear as totals in certain tables may not total due to rounding. Our company. We are a leading commercial real estate finance company structured as an internally managed real estate investment fund "REIT". We conduct our business through three commercial real estate-related businesses: We believe that our internal origination platform, the ability to flexibly allocate capital between complementary product lines, the credit-based underwriting approach, access to diversified funding sources and the experienced position of the management team, we are good at Deliver attractive returns on equity to our shareholders across economic and credit cycles.
Company information. We maintain a website at www. Our business is subject to uncertainties and risks. The risks described in a document to which reference is made here are not the only ones to which we are exposed, but are considered by us to be the most significant. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have a material adverse effect on our future results. All statements contained in this prospectus, with the exception of the historical facts contained in this prospectus, including statements about our future earnings and financial position, strategy and plans as well as our expectations for future business activities, are forward-looking statements.
The words "anticipate", "estimate", "expect", "project", "plan", "intend", "believe", "can", "could", "will", "should", "can", may have, "" likely, "further," "design," and other words and phrases in similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections of future events and trends, which we believe will that they can influence our financial position, earnings position, strategy, short-term and long-term business processes as well as our goals and financial needs.
Although we believe that the expectations contained in our forward-looking statements are reasonable, actual results may differ from those expressed in our forward-looking statements. Our future financial and earnings position and forward-looking statements are subject to change and inherent risks and uncertainties. You should consider our forward-looking statements against a number of factors that could cause actual results to differ from our forward-looking statements, including, but not limited to: You should not rely on forward-looking statements to predict future events.
Furthermore, neither we nor any other person accept responsibility for the accuracy and completeness of these forward-looking statements. The forward-looking statements contained in this prospectus apply as of the date of this document and the company assumes no obligation to update or add to forward-looking statements.
Please see "Risk Factors" for a more detailed description of the risks and uncertainties above and an explanation of other risks and uncertainties. All forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement as well as by other statements made in this prospectus and below in our other SEC filings and public announcements. You should evaluate any forward-looking statements we make in relation to these risks and uncertainties.
The information below is as of March 3, 2015 and is as stated in the Registration Statement when it automatically took effect, and reflects all of the shares originally registered under the Registration Statement. The following information does not reflect any sales made under the registration statement after it was originally effective or shares that may have been received as a result of dividends or distributions in shares.
Beneficial ownership information is based on information received from the selling shareholders and publicly available information. Information relating to any shares that are economically owned after the offer assumes the sale of all shares offered and no further purchases or sales of common shares.
For each selling shareholder, for the total number of shares listed, it is assumed that all outstanding options held by that selling shareholder are fully vested and exercised regardless of whether they are considered beneficial ownership of those shares as of the date of this document or not. To the best of our knowledge, each person identified in the table has sole voting and investment powers in respect of any and all of the common stock identified as beneficial to the common stock, subject to the information contained in the footnotes to this table.
Park may be considered the beneficial owner of the securities in beneficial ownership of the GI Funds, but will refuse any beneficial ownership except for any financial interest in them pursuant to the provisions of the Securities Exchange Act of 1934, as amended. David Smolen. Aaron Birnbaum. These board members are Joel Peterson, founding partner, Clint Peterson, chief executive officer, and Brandon Cope, partner.
Joel Peterson is a member of our Board of Directors. Eric Noble. The following is a description of the essential provisions of our second amended and amended Articles of Incorporation, as amended from our "Articles of Incorporation", as well as the amended and amended Articles of Incorporation of our "Articles of Association".
Authorized capitalization. Unless our Board of Directors determines otherwise, we issue all shares in our share capital in non-securitized form. Suffrage. Dividend rights. Funds available for dividends may be set aside from our funds available for dividends prior to payment of a dividend as the Directors deem appropriate or for an appropriate purpose as reserves to cover contingent liabilities or to offset dividends or to repair or maintain our property and the Directors may modify or cancel such a reserve.
Liquidation rights. Other matters. No dividend or liquidation rights. Preference shares. Our Articles of Incorporation authorize our Board of Directors to establish one or more series of preferred shares and, with respect to each series of preferred shares, to determine the terms and rights of that series, including: Authorized but unissued capital.
Delaware law does not require shareholder approval to issue authorized shares. These additional shares can be used for a variety of corporate purposes, including future public offers to raise additional capital or facilitate acquisitions.
Certain provisions of our Articles of Incorporation and Articles of Association, summarized in the following paragraphs, may have anti-takeover effects and may delay, postpone or prevent a takeover offer or attempted takeover that a shareholder, including those in their best interests, may consider Attempts that could result in a premium above market price for the shares held by shareholders.
Unmarked preference shares. The ability to approve undesignated preference shares enables our board of directors to issue preference shares with super-voting, privileges, dividends, or other rights or preferences on a discriminatory basis that could hinder the success of an acquisition attempt or otherwise result in a change of control over us.
These and other provisions could result in hostile takeovers or changes in the control or management of our company being postponed, delayed or discouraged.
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