Current Report Filing (8-k)
31 March 2021 - 8:49AM
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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): March 25, 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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¨
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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. ¨
Item 1.01
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Entry into a Material Definitive Agreement.
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On March 25, 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 7,000,000 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 $15.48 per
share, resulting in approximately $108.2 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 1,050,000 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
March 30, 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
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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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Title:
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Chief Financial Officer
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Date: March 30, 2021
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