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):

March 22, 2019

 

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:

 

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

 

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

 

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

 

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

 

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 o

 

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. o

 

 

 

 

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 7.01                                            Regulation FD Disclosure

 

On March 22, 2019, the Company issued a press release announcing the closing of the offering of the Notes disclosed in Items 8.01 and 2.03 of this Form 8-K, a copy of which is furnished as Exhibit 99.1 hereto.

 

Item 8.01              Other Events.

 

5.75% Senior Notes due 2024

 

On March 22, 2019, Arbor Realty Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $90,000,000 aggregate principal amount of its 5.75% Senior Notes due 2024 (the “Notes”) pursuant to a Note Purchase Agreement (the “Purchase Agreement”), by and among the Company, Arbor Realty Limited Partnership, a Delaware limited partnership, and the purchasers named therein (the “Purchasers”), whereby the Company agreed to sell to the Purchasers and the Purchasers agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Purchase Agreement, the Notes. The Company intends to use the net proceeds from the offering for its general corporate purposes.

 

The Notes were offered and sold in a private offering that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 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 Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the 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.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)                                  Exhibits

 

Exhibit Number

 

Description

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 March 22, 2019, entitled “Arbor Realty Trust, Inc. Closes Offering of $90 Million of Senior Notes due 2024.”

 

2

 

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:

March 22, 2019

 

 

3

Exhibit 99.1

 

 

Arbor Realty Trust, Inc. Closes Offering of $90 Million of Senior Unsecured Notes due 2024

 

UNIONDALE, N.Y., March 22, 2019 — Arbor Realty Trust, Inc. (the “Company”) (NYSE: ABR) announced today that it has closed the private placement of $90 million in aggregate principal amount of 5.75% senior unsecured notes due  April 1, 2024 (the “Notes”).

 

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

 

Sandler O’Neill + Partners, L.P. acted as placement agent for this offering.

 

The 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 of an exemption from registration provided by Section 4(a)(2) of the Securities Act. The 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 Uniondale, New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in Fannie Mae, Freddie Mac, and other government-sponsored enterprises, as well as CMBS, bridge, mezzanine, and preferred equity lending.

 

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, market conditions and other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 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:

Investors:

Arbor Realty Trust, Inc.

The Ruth Group

Paul Elenio, Chief Financial Officer

Lee Roth

516-506-4422

646-536-7012

pelenio@arbor.com

lroth@theruthgroup.com

 

Media:

Bonnie Habyan, EVP of Marketing

516-506-4615

bhabyan@arbor.com