0001253986 false 0001253986 2020-06-24 2020-06-25 0001253986 abr:CommonStockParValue0.01PerShareMember 2020-06-24 2020-06-25 0001253986 abr:PreferredStock8.25SeriesCumulativeRedeemableParValue0.01PerShareMember 2020-06-24 2020-06-25 0001253986 abr:PreferredStock7.75SeriesBCumulativeRedeemableParValue0.01PerShareMember 2020-06-24 2020-06-25 0001253986 abr:PreferredStock8.50SeriesCCumulativeRedeemableParValue0.01PerShareMember 2020-06-24 2020-06-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

June 25, 2020

 

Arbor Realty Trust, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

maryland

(STATE OF INCORPORATION)

 

001-32136  20-0057959
(COMMISSION FILE NUMBER)  (IRS EMPLOYER ID. NUMBER)

 

333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

 

(516) 506-4200

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   ABR   New York Stock Exchange
Preferred Stock, 8.25% Series A Cumulative Redeemable, par value $0.01 per share   ABR-PA   New York Stock Exchange
Preferred Stock, 7.75% Series B Cumulative Redeemable, par value $0.01 per share   ABR-PB   New York Stock Exchange
Preferred Stock, 8.50% Series C Cumulative Redeemable, par value $0.01 per share   ABR-PC   New York Stock Exchange

 

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

 

The information included in Item 8.01 below is incorporated by reference into this Item 2.03.

 

 

Item 8.01               Other Events.

 

8.00% Senior Notes due 2023

 

On June 25, 2020, Arbor Realty Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $30,250,000 aggregate principal amount of its 8.00% Senior Notes due 2023 (the “Reopened Notes”) pursuant to an Amended and Restated Note Purchase Agreement (the “Purchase Agreement”), by and among the Company, Arbor Realty Limited Partnership, a Delaware limited partnership, and the purchasers named therein, whereby the Company agreed to sell to certain purchasers and such purchasers agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Purchase Agreement, the Reopened Notes. The Company intends to use the net proceeds from the offering to repay secured indebtedness, make investments relating to its business and for general corporate purposes.

 

The Reopened Notes are a further issuance of, are fully fungible with, and rank equally in right of payment with and form a single series with the $40,500,000 aggregate principal amount of 8.00% Senior Notes due 2023 initially issued by the Company on April 24, 2020 (the “Initial Notes” and, together with the Reopened Notes, the “Notes”). Following this offering, the aggregate outstanding principal amount of the Notes is $70,750,000.

 

The Reopened Notes were offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Reopened Notes were offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A and institutional accredited investors under Rule 501(a)(1), (2), (3) or (7). The Reopened Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Reopened Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

 

On June 29, 2020, the Company announced the closing of the offering of the Reopened Notes disclosed in Item 2.03 and 8.01 of this Form 8-K. A copy of the press release issued is filed as Exhibit 99.1 hereto.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit Number   Exhibit
4.1   In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments with respect to long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.
99.1   Press Release, dated June 29, 2020, entitled “Arbor Realty Trust, Inc. Closes Additional $30 Million of its Senior Unsecured Notes due 2023, for a Total Issuance of $71 Million.”
104   Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

 

 

 

 

SIGNATURE

 

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.

 

  ARBOR REALTY TRUST, INC.
   
  By: /s/ Paul Elenio
  Name: Paul Elenio
  Title: Chief Financial Officer
   
Date: June 29, 2020  

 

 

 

 

Exhibit 99.1

 

 

 

Arbor Realty Trust, Inc. Closes Additional $30 Million of its Senior
Unsecured Notes due 2023, for a Total Issuance of $71 Million

 

UNIONDALE, N.Y., June 29, 2020 — Arbor Realty Trust, Inc. (the “Company”) (NYSE:ABR) announced today that it has closed the private placement of $30 million aggregate principal amount of 8.00% senior unsecured notes due April 30, 2023 (the “Reopened Notes”). The Reopened Notes are a further issuance of and form a single series with the $40 million aggregate principal amount of 8.00% senior unsecured notes due April 30, 2023 initially issued by the Company on April 24, 2020 (the “Initial Notes” and, together with the Reopened Notes, the “Notes”). Following this offering, the aggregate outstanding principal amount of the Notes is $70,750,000.

 

The Company intends to use the net proceeds from the offering to repay secured indebtedness, make investments relating to its business and for general corporate purposes.

 

Piper Sandler & Co. acted as placement agent for this offering.

 

The Reopened Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and are being offered and sold in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act. The Reopened Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

 

This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

About Arbor Realty Trust, Inc.

 

Arbor Realty Trust, Inc. (NYSE:ABR) is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, seniors housing, healthcare and other diverse commercial real estate assets. Headquartered in New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in government-sponsored enterprise products. Arbor is a Fannie Mae DUS® lender and Freddie Mac Optigo Seller/Servicer. Arbor’s product platform also includes CMBS, bridge, mezzanine and preferred equity lending. Rated by Standard and Poor’s and Fitch Ratings, Arbor is committed to building on its reputation for service, quality and customized solutions with an unparalleled dedication to providing our clients excellence over the entire life of a loan.

 

 

 

Safe Harbor Statement

 

Certain items in this press release may constitute forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the anticipated use of the net proceeds from the offering. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, changes in economic conditions generally, and the real estate markets specifically, in particular, due to the uncertainties created by the COVID-19 pandemic, continued ability to source new investments, changes in interest rates and/or credit spreads, and other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 and its other reports filed with the SEC. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.

 

Contacts:

Arbor Realty Trust, Inc.

Paul Elenio, Chief Financial Officer

516-506-4422

pelenio@arbor.com

Investors:

The Ruth Group

Alexander Lobo

646-536-7037

alobo@theruthgroup.com

Media:

Bonnie Habyan

Chief Marketing Officer

516-506-4615

bhabyan@arbor.com

 

 

 

 

 

 

v3.20.2
Cover
Jun. 25, 2020
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 25, 2020
Entity File Number 001-32136
Entity Registrant Name Arbor Realty Trust, Inc.
Entity Central Index Key 0001253986
Entity Tax Identification Number 20-0057959
Entity Incorporation, State or Country Code MD
Entity Address, Address Line One 333
Entity Address, Address Line Two Earle Ovington Boulevard
Entity Address, Address Line Three Suite 900
Entity Address, City or Town Uniondale
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11553
City Area Code 516
Local Phone Number 506-4200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.01 per share  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol ABR
Security Exchange Name NYSE
Preferred Stock, 8.25% Series A Cumulative Redeemable, par value $0.01 per share  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock, 8.25% Series A Cumulative Redeemable, par value $0.01 per share
Trading Symbol ABR-PA
Security Exchange Name NYSE
Preferred Stock, 7.75% Series B Cumulative Redeemable, par value $0.01 per share  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock, 7.75% Series B Cumulative Redeemable, par value $0.01 per share
Trading Symbol ABR-PB
Security Exchange Name NYSE
Preferred Stock, par value $0.01 per share  
Document Information [Line Items]  
Title of 12(b) Security Preferred Stock, 8.50% Series C Cumulative Redeemable, par value $0.01 per share
Trading Symbol ABR-PC
Security Exchange Name NYSE