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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01. Changes in Registrant’s Certifying Accountant.
The Audit Committee of the Board of Directors (the “Audit Committee”) of Ladder Capital Corp (the “Company”) conducted a competitive process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Several independent accounting firms were invited to participate in this process, including PricewaterhouseCoopers LLP (“PwC”), which had been previously engaged as the Company’s independent registered public accounting firm.
As a result of this competitive process, the Audit Committee and Board of Directors dismissed PwC, the Company’s current independent registered public accounting firm, on February 18, 2022.
PwC’s reports on the Company’s consolidated financial statements as of and for each of the two most recent fiscal years (fiscal years ended December 31, 2021 and December 31, 2020) did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years (fiscal years ended December 31, 2021 and December 31, 2020) and the subsequent interim period through February 18, 2022, there were no (i) disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in its reports covering the Company’s consolidated financial statements for such periods and (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided PwC with a copy of the foregoing disclosures and requested that PwC furnish a letter addressed to the Securities and Exchange Commission (the “SEC”) stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree. A copy of PwC’s letter to the SEC, dated February 18, 2022, is filed as Exhibit 16.1 hereto.
Effective February 18, 2022, the Audit Committee and Board of Directors approved the appointment of Ernst & Young LLP (“EY”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2022. During the Company’s two most recent fiscal years (fiscal years ended December 31, 2021 and December 31, 2020) and the subsequent interim period through February 18, 2022, neither the Company nor anyone on its behalf consulted EY regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated February 18, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LADDER CAPITAL CORP | ||
| Date: February 18, 2022 | By: | /s/ Paul J. Miceli |
| Name: | Paul J. Miceli | |
| Title: | Chief Financial Officer | |
