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):
April 27, 2020
Arbor Realty Trust, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
MARYLAND
(STATE OF INCORPORATION)
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001-32136
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20-0057959
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(COMMISSION FILE NUMBER)
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(IRS EMPLOYER ID. NUMBER)
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333 Earle Ovington Boulevard, Suite 900
Uniondale, New York
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11553
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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ABR
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New York Stock Exchange
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Preferred Stock, 8.25% Series A Cumulative Redeemable, par value $0.01 per share
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ABR-PA
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New York Stock Exchange
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Preferred Stock, 7.75% Series B Cumulative Redeemable, par value $0.01 per share
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ABR-PB
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New York Stock Exchange
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Preferred Stock, 8.50% Series C Cumulative Redeemable, par value $0.01 per share
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ABR-PC
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New York Stock Exchange
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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. ¨
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
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The information included in Item 8.01 below
is incorporated by reference into this Item 2.03.
8.00% Senior Notes due 2023
On April 24, 2020, Arbor Realty Trust, Inc.,
a Maryland corporation (the “Company”), completed the issuance and sale of $40,500,000 aggregate principal amount of
its 8.00% Senior Notes due 2023 (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, make investments relating to its business and for general corporate
purposes.
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.
On April 21, 2020, the Company announced
the pricing, and on April 27, 2020, the Company announced the closing, of the offering of the Notes disclosed in Item 2.03 and
8.01 of this Form 8-K. Copies of the press releases issued are filed as Exhibits 99.1 and 99.2 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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.
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ARBOR REALTY TRUST, INC.
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By:
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/s/ Paul Elenio
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Name:
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Paul Elenio
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Title:
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Chief Financial Officer
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Date: April 27, 2020
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Exhibit 99.1
Arbor Realty Trust, Inc. Announces Pricing
of $40 Million Senior Unsecured Notes Offering
Uniondale, N.Y.,
April 21, 2020 — Arbor Realty Trust, Inc. (the “Company”) (NYSE:ABR) announced today that it has priced a private
placement of $40 million aggregate principal amount of 8.00% senior unsecured notes due 2023
(the “Notes”). The sale of the Notes is expected to close on or about
April 24, 2020, subject to the satisfaction of customary closing conditions.
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 Notes 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 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 Company’s expectations regarding the offering, including the 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 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.
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Contacts:
Arbor Realty Trust, Inc.
Paul Elenio, Chief Financial Officer
516-506-4422
pelenio@arbor.com
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Investors:
The Ruth Group
Alexander Lobo
646-536-7037
alobo@theruthgroup.com
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Media:
Bonnie Habyan, Chief Marketing Officer
516-506-4615
bhabyan@arbor.com
Exhibit 99.2
Arbor Realty
Trust, Inc. Closes Offering of $40 Million of
Senior Unsecured
Notes due 2023
UNIONDALE, N.Y., April 27, 2020
— Arbor Realty Trust, Inc. (the “Company”) (NYSE:ABR) announced today that it has closed the private placement
of $40 million aggregate principal amount of 8.00% senior unsecured notes due April 30, 2023 (the “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.
“We are extremely pleased
with our ability to issue three-year, 8%, unsecured debt in a very challenging environment, which continues to demonstrate the
value of our franchise and the strong relationships we have with our investors,” said Ivan Kaufman, President and Chief
Executive Officer. “As I mentioned in our shareholder letter on April 13, 2020, 45 days ago we had approximately $235 million
of debt outstanding that was subject to margin calls on our securities. Through cash pay downs and the restructuring of a portion
of this debt, we reduced this outstanding balance to $79 million. This capital raise will allow us to further reduce this debt
leaving us with only approximately $40 million of debt remaining against our securities with potential margin call exposure.”
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 on 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.
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Contacts:
Arbor Realty Trust, Inc.
Paul Elenio, Chief Financial
Officer
516-506-4422
pelenio@arbor.com
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Investors:
The Ruth Group
Alexander Lobo
646-536-7037
alobo@theruthgroup.com
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Media:
Bonnie Habyan, Chief Marketing Officer
516-506-4615
bhabyan@arbor.com