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ARBOR REALTY TRUST INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

August 7, 2014

Item 1.01 Entry into a Material Definitive Agreement



On August 4, 2014, Arbor Realty Trust, Inc. ("we" or the "Company"), Arbor Realty Limited Partnership and Deutsche Bank Securities Inc., Keefe, Bruyette & Woods, Inc. and MLV & Co. LLC, as representatives of the several underwriters named therein (the "Underwriters"), entered into an underwriting agreement (the "Underwriting Agreement"). Pursuant to the Underwriting Agreement, we agreed to sell to the Underwriters $35.0 million aggregate principal amount (the "Firm Additional Notes") of our 7.375% Senior Notes due 2021 pursuant to a reopening of our existing series of such notes (the "Existing Notes" and, together with the Additional Notes (as defined below), the "Notes" ). In addition, we granted the Underwriters an option exercisable within 30 days to purchase up to an additional $5.25 million aggregate principal amount of our 7.375% Senior Notes due 2021 (the "Option Additional Notes" and, together with the Firm Additional Notes, the "Additional Notes") to cover overallotments, if any. Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase the Additional Notes from us at a price equal to 93.3% of the principal amount of the Additional Notes and to sell the Additional Notes to the public at a price equal to 96.8% of the principal amount of the Additional Notes. The Underwriting Agreement contains customary representations, warranties and agreements made by us, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Underwriting Agreement, we agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"), to contribute to payments the Underwriters may be required to make in respect of these liabilities and to reimburse the Underwriters for certain expenses. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.

The Underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Underwriters and their related entities have engaged, and may in the future engage, in commercial and investment banking transactions with us and our affiliates in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. In particular, we have entered into an equity distribution agreement with JMP Securities LLC, pursuant to which we may in the future offer and sell shares of our common stock from time to time. JMP Securities LLC is entitled to be paid commissions with respect to any such sales.

In the ordinary course of their various business activities, the Underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the Company or our affiliates. If the Underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, the Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes. The Underwriters and certain of their affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Pursuant to the Underwriting Agreement, on August 7, 2014, we issued the Firm Additional Notes in a public offering registered under the Securities Act. We issued the Firm Additional Notes under a base indenture, dated May 12, 2014, between us and U.S. Bank National Association, as trustee (the "Base Indenture"), as supplemented by a first supplemental indenture dated May 12, 2014 (the "First Supplemental Indenture" and together with the Base Indenture, the "Indenture").

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In general, the Additional Notes have terms identical to the Existing Notes. Therefore, the Additional Notes:

are our general unsecured, senior obligations;

bear cash interest from August 15, 2014 at an annual rate of 7.375% payable on February 15, May 15, August 15 and November 15 of each year, beginning on November 15, 2014;

are subject to redemption at our option, in whole or in part, at any time on or after May 15, 2017, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date;

are subject to repurchase by us at the option of the holders following a defined fundamental change, at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date;

mature on May 15, 2021, unless earlier redeemed or repurchased by us;

are issued in minimum denominations of $25 and integral multiples of $25 in excess thereof; and

are represented by one or more registered notes in global form, but in certain limited circumstances may be represented by notes in definitive form.

None of our subsidiaries, affiliates or any other person has guaranteed the payment of principal, premium, if any, or interest on the Notes or has any other obligation in connection with the Notes.

The Indenture contains limited financial covenants. The Indenture does not restrict our or our subsidiaries' ability to pay dividends, incur liens, sell less than substantially all of our assets, enter into transactions with affiliates, enter into sale-leaseback transactions, enter into agreements that restrict the ability of our subsidiaries to make distributions to us or make investments, issue or repurchase our other securities or secure indebtedness with the assets, stock or equity interests of our subsidiaries. The Indenture . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure in Item 1.01 above is incorporated herein by reference.

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Item 8.01 Other Events.



In connection with the Underwriting Agreement, the Company is filing as Exhibit 5.1 hereto the opinion of Skadden, Arps, Slate, Meagher & Flom LLP and as Exhibit 5.2 the opinion of Venable LLP with respect to the legality of the Additional Notes.

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit 1.1 Underwriting Agreement, dated August 4, 2014, by and among Arbor Realty Trust, Inc., Arbor Realty Limited Partnership and Deutsche Bank Securities Inc., Keefe, Bruyette & Woods, Inc. and MLV & Co. LLC, as the representatives of the several underwriters named therein 4.1 Indenture, dated May 12, 2014, between Arbor Realty Trust, Inc., as issuer, and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on May 12, 2014 4.2 First Supplemental Indenture, dated May 12, 2014, between Arbor Realty Trust, Inc., as issuer, and U.S. Bank National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on May 12, 2014 4.3 Form of 7.375% Senior Note due 2021 (included as Exhibit A to Exhibit 4.2 hereto) 5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP with respect to the legality of the Additional Notes 5.2 Opinion of Venable LLP with respect to the legality of the Additional Notes 12.1 Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends 23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) 23.2 Consent of Venable LLP (included in Exhibit 5.2) 5



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Source: Edgar Glimpses


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