Current Report Filing (8-k)
April 28 2020 - 6:25AM
Edgar (US Regulatory)
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)
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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¨
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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, 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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