Arbor Realty Trust, Inc. Announces Pricing of $230 million of 4.75% Convertible Senior Notes due 2022
November 06 2019 - 5:30PM
Arbor Realty Trust, Inc. (the “Company”) (NYSE: ABR) today
announced the pricing of $230 million in aggregate principal amount
of its 4.75% Convertible Senior Notes due 2022 (the “Notes”) in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). The Company also granted the initial purchasers
of the Notes a 13-day option to purchase up to an additional $34
million aggregate principal amount of the Notes on the same terms
and conditions. The sale of the Notes to the initial purchases is
expected to settle on or about November 12, 2019, subject to
customary closing conditions.
The Notes will bear interest at a rate equal to 4.75% per year,
payable semiannually in arrears on May 1 and November 1 of each
year, beginning on May 1, 2020 and will mature on November 1, 2022,
unless earlier converted or repurchased. The Company will not have
the right to redeem the Notes prior to maturity. The Notes will be
convertible, subject to certain conditions, into cash, shares of
the Company’s common stock or a combination thereof, at the
Company’s sole election. The initial conversion price of the Notes
will be determined by reference to the average of the daily
volume-weighted average prices of the Company's common stock for
the two trading days immediately following today's date.
Concurrently with the offering of the Notes, the Company intends
to enter into separate privately negotiated agreements with certain
holders of its outstanding $115 million aggregate principal amount
of 5.25% Convertible Senior Notes due 2021 that were issued on July
3, 2018 (the “5.25% Convertible Notes (A)”) and $149.5 million
aggregate principal amount of 5.25% Convertible Senior Notes due
2021 that were issued on July 20, 2018 (the “5.25% Convertible
Notes (B)” and together with the 5.25% Convertible Notes (A), the
“5.25% Convertible Notes”) to exchange their 5.25% Convertible
Notes for cash and shares of the Company’s common stock. The
Company intends to use the net proceeds of this offering to pay the
cash consideration under such exchange agreements and any remaining
proceeds from the offering for general corporate purposes. The
5.25% Convertible Notes mature on July 1, 2021 and bear interest at
a rate of 5.25% per annum.
This offering is being made to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. The offer and sale
of the Notes and the shares of the Company’s common stock, if any,
issuable upon conversion of the Notes have not been and will not be
registered under the Securities Act or any state securities laws,
and, unless so registered, the Notes and such shares may not be
offered or sold in the United States or to U.S. persons
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 does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, or the solicitation of any sale, of any
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 anticipated closing date 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, 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:Arbor Realty Trust, Inc.Paul Elenio, Chief Financial
Officer 516-506-4422 pelenio@arbor.com |
Investors:The Ruth GroupAlexander
Lobo646-536-7037alobo@theruthgroup.com |
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Media:Bonnie Habyan, Chief
Marketing Officer516-506-4615bhabyan@arbor.com |
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