Current Report Filing (8-k)
October 05 2021 - 4:02PM
Edgar (US Regulatory)
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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): October 4, 2021
Arbor Realty Trust, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
maryland
(STATE OF INCORPORATION)
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
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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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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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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:
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, 6.375% Series D Cumulative Redeemable, par value $0.01 per share
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ABR-PD
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New York Stock Exchange
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Preferred Stock, 6.25% Series E Cumulative Redeemable, par value $0.01 per share
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ABR-PE
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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. ¨
Item 1.01
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Entry into a Material Definitive Agreement.
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On October 4, 2021, Arbor Realty Trust, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”), among the Company, Arbor
Realty Limited Partnership and Raymond James & Associates, Inc., as representative of the underwriters named therein (the “Underwriters”),
for the issuance and sale by the Company of 7,000,000 shares of its 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred
Stock, par value $0.01 per share (the “Series F Preferred Stock”), at a public offering price of $25.00 per share, equal to
the liquidation preference. The Underwriters agreed to purchase the Series F Preferred Stock from the Company at a price of $24.2125 per
share, resulting in approximately $169.3 million of total net proceeds, after deducting underwriting discounts and the estimated expenses
of the offering, to the Company. In addition, the Company granted the Underwriters an option for 30 days to purchase up to an additional
1,050,000 shares of the Series F Preferred Stock, solely to cover over-allotments. The Underwriting Agreement includes customary representations,
warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and certain affiliated
entities and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The offering
is expected to close on October 12, 2021, subject to customary closing conditions.
The offer and sale of the Series F Preferred Stock
are being made pursuant to a preliminary prospectus supplement and final prospectus supplement related to the Company’s effective
shelf registration statement on Form S-3 (File No. 333-242377), each of which have been filed with the Securities and Exchange
Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference. The foregoing
summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
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: October 5, 2021
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