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 4, 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 7.01 Regulation FD Disclosure.

 

On February 19, 2020, the Company announced the pricing, and on March 4, 2020, the Company announced the closing, of the offering of the Notes disclosed in Items 8.01 and 2.03 of this Form 8-K. Copies of the press releases issued are furnished as Exhibits 99.1 and 99.2 hereto.

 

Item 8.01 Other Events.

 

4.50% Senior Notes due 2027

 

On March 4, 2020, Arbor Realty Trust, Inc., a Maryland corporation (the “Company”), completed the issuance and sale of $275,000,000 aggregate principal amount of its 4.50% Senior Notes due 2027 (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 to repay secured indebtedness.

 

The 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 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 will not be 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   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 February 19, 2020, entitled “Arbor Realty Trust, Inc. Announces Pricing of $275 Million Senior Unsecured Notes Offering.”
     
99.2   Press Release, dated March 4, 2020, entitled “Arbor Realty Trust, Inc. Closes Offering of $275 Million of Senior Unsecured Notes due 2027.”

 

 

 

 

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 4, 2020  

 

 

 

Exhibit 99.1 

   

 

Arbor Realty Trust, Inc. Announces Pricing of $275 Million Senior Unsecured Notes Offering

 

Uniondale, N.Y., February 19, 2020 — Arbor Realty Trust, Inc. (the “Company”) (NYSE:ABR) announced today that it has priced a private placement of $275 million aggregate principal amount of 4.50% senior unsecured notes due 2027 (the “Notes”). The sale of the Notes is expected to close on or about March 4, 2020, subject to the execution of definitive documentation and satisfaction of customary closing conditions.

 

The Company intends to use the net proceeds from the offering to repay secured indebtedness.

 

The Notes 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.

 

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 Company’s expectations regarding the offering, including the execution of the purchase agreement, anticipated closing date, final size and other terms of the offering and 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, risks and uncertainties related to the execution of the purchase agreement and completion of the offering on the anticipated terms or at all, market conditions, the satisfaction of customary closing conditions related to the offering, and other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 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 Alexander Lobo
516-506-4422 646-536-7037
pelenio@arbor.com alobo@theruthgroup.com

 

Media:
Bonnie Habyan, EVP of Marketing
516-506-4615
bhabyan@arbor.com

 

 

 

   

Exhibit 99.2 

 

 

Arbor Realty Trust, Inc. Closes Offering of $275 Million of Senior Unsecured Notes due 2027

 

UNIONDALE, N.Y., March 4, 2020 — Arbor Realty Trust, Inc. (the “Company”) (NYSE:ABR) announced today that it has closed the private placement of $275 million aggregate principal amount of 4.50% senior unsecured notes due March 15, 2027 (the “Notes”).

 

The Company intends to use the net proceeds from the offering to repay secured indebtedness.

 

Piper Sandler & Co. 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 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.

  

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, the risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 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 Alexander Lobo
516-506-4422 646-536-7037
pelenio@arbor.com alobo@theruthgroup.com

 

Media:
Bonnie Habyan, Chief Marketing Officer
516-506-4615
bhabyan@arbor.com