Current Report Filing (8-k)
04 November 2021 - 09:16PM
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):
November 1, 2021
Arbor Realty Trust, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
maryland
(STATE OF INCORPORATION)
001-32136 |
20-0057959 |
(COMMISSION FILE
NUMBER) |
(IRS
EMPLOYER ID. NUMBER) |
333
Earle Ovington Boulevard,
Suite 900 |
|
Uniondale,
New York |
11553 |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
(ZIP CODE) |
(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:
¨ |
Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
ABR |
|
New York Stock Exchange |
Preferred Stock, 6.375% Series D Cumulative Redeemable, par value
$0.01 per share |
|
ABR-PD |
|
New York Stock Exchange |
Preferred Stock, 6.25% Series E Cumulative Redeemable, par value
$0.01 per share |
|
ABR-PE |
|
New York Stock Exchange |
Preferred Stock, 6.25% Series F Fixed-to-Floating Rate Cumulative
Redeemable, par value $0.01 per share |
|
ABR-PF |
|
New York Stock Exchange |
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. ¨
On November 1, 2021, Arbor Realty Trust, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting
Agreement”), among the Company, Arbor Realty Limited Partnership
and J.P. Morgan Securities LLC and JMP Securities LLC, as
representatives of the underwriters named therein (the
“Underwriters”), for the issuance and sale by the Company of
7,500,000 shares of its common stock, par value $0.01 per share
(the “Common Stock”). The Underwriters agreed to purchase the
Common Stock from the Company at a price of $19.48 per share,
resulting in approximately $146.0 million of total net proceeds,
after deducting the estimated expenses of this offering, to the
Company. In addition, the Company granted the Underwriters an
option for 30 days to purchase up to an additional 1,125,000 shares
of Common Stock. 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 transaction contemplated by the
Underwriting Agreement closed on November 4, 2021.
The offering and sale of Common Stock were 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. The legal opinion of
Venable LLP relating to the legality of the Common Stock is
attached as Exhibit 5.1 to this Current Report on
Form 8-K.
|
Item 9.01 |
Financial Statements and
Exhibits. |
(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.
|
ARBOR REALTY
TRUST, INC. |
|
|
|
By: |
/s/ Paul Elenio |
|
Name: |
Paul Elenio |
|
Title: |
Chief Financial
Officer |
|
|
Date: November 4,
2021 |
|
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