Prospectus Supplement
(To Prospectus dated May 4, 2018)
$200,000,000
5.375% CONVERTIBLE SENIOR NOTES DUE 2023
Interest payable April 15 and October 15
Issue Price:
98.5% plus accrued interest from, and including, October 5, 2018
We are offering $200,000,000 principal amount of our 5.375%
convertible senior notes due 2023, or the notes. The notes will bear interest at a rate of 5.375% per year, payable semi-annually in arrears on April 15 and October 15 of each year, beginning on April 15, 2019. The notes will mature on
October 15, 2023 unless earlier, redeemed, repurchased or converted.
Holders may convert all or any portion of their notes, in
integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, unless the notes have been previously redeemed or repurchased by
us. The initial conversion rate for the notes is 48.7187 shares of our common stock, $0.01 par value per share, or the common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $20.53 per share of
common stock), subject to adjustment as described in this prospectus supplement. In addition, following certain corporate events referred to herein as make-whole fundamental changes that occur prior to the maturity date, we will increase
the conversion rate for a holder who elects to convert its notes in connection with such a corporate event in certain circumstances as described under Description of NotesConversion RightsIncrease in Conversion Rate Upon Conversion
Upon a Make-whole Fundamental Change.
Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock
or a combination of cash and shares of our common stock, at our election. If we satisfy our conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of our common stock, the amount
of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value calculated for each trading day in a 25 trading day observation period. See Description of NotesConversion RightsSettlement
upon Conversion.
Following certain corporate events referred to herein as fundamental changes, subject to certain
conditions, holders may require us to repurchase for cash all or part of their notes in principal amounts of $1,000 or an integral multiple thereof. The fundamental change repurchase price generally will be equal to 100% of the principal amount of
the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
We may not redeem
the notes prior to their maturity, except to the extent necessary to preserve our status as a real estate investment trust, or REIT, for U.S. federal income tax purposes, as further described in this prospectus supplement. No sinking fund will be
provided for the notes.
The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our existing
and future indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of our existing and future liabilities that are not so subordinated; effectively junior in right of payment to any of our
secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness, other liabilities (including trade payables) and (to the extent not held by us) preferred
stock, if any, of our subsidiaries.
We do not intend to apply to have the notes listed or quoted on any securities exchange or automated
dealer quotation system. Our common stock is listed on The New York Stock Exchange under the symbol ARI. The last reported sale price of our common stock on The New York Stock Exchange on October 2, 2018 was $18.66 per share.
See
Risk Factors
beginning on page
S-12
of this
prospectus supplement and on page 4 in our Annual Report on Form
10-K
for the year ended December 31, 2017 for a discussion of important factors that you should consider before investing in the notes.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per Note
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Total
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Public offering price
(1)
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98.500
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%
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$
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197,000,000
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Underwriting discount
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1.125
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%
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$
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2,250,000
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Proceeds to us, before expenses
(1)
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97.375
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%
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$
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194,750,000
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(1)
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The purchase price of the notes in this offering will include accrued interest from, and including,
October 5, 2018. The table above does not reflect such accrued interest.
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Interest on the notes will accrue from, and
including, October 5, 2018.
The underwriters will have the option to purchase, within a period of 13 days beginning on, and including,
the date the notes are first issued, up to an additional $30,000,000 principal amount of notes from us at the public offering price less the underwriting discount.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company on or about
October 5, 2018.
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Joint Book Running Managers
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Goldman Sachs & Co. LLC
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Deutsche Bank Securities
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J.P. Morgan
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October 2, 2018