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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) July 5, 2005 (June 30, 2005)
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Arbor Realty Trust, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 001-32136 20-0057959
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
333 Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553
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(Address of principal executive offices) (Zip Code)
(516) 832-8002
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(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))
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Arbor Realty Trust, Inc.
Current Report on Form 8-K
ITEM 8.01 OTHER EVENTS.
On July 5, 2005, Arbor Realty Trust, Inc. (the "Company") issued a
press release announcing that it received a distribution of approximately $36
million from Prime Outlets Acquisition Company LLC ("Prime"). Arbor owns a
minority equity interest and a profits interest in Prime. A copy of the press
release is attached hereto as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Number
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99.1 Press Release, dated July 5, 2005.
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.
Dated: July __, 2005 ARBOR REALTY TRUST, INC.
By: /s/ Frederick C. Herbst
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Name: Frederick C. Herbst
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit Number
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99.1 Press Release, dated July 5, 2005.
Exhibit 99.1
_+ NYM ED1 FC1 TNW IRW RWB (THE RUTH GROUP, INC. 141673 NY)
711
...m.ka
NYTU041 /FROM PR NEWSWIRE NEW YORK 800-776-8090/
>%
[STK] ABR
[IN] RLT FIN
[SU] FNC
TO BUSINESS AND REAL ESTATE EDITORS:
ARBOR REALTY TRUST RECEIVES $36 MILLION DISTRIBUTION FROM EQUITY INVESTMENT
UNIONDALE, N.Y., July 5 /PRNewswire-FirstCall/ -- Arbor Realty Trust, Inc.
(NYSE: ABR), a real estate investment trust focused on the business of
investing in real estate related bridge and mezzanine loans, preferred and
direct equity investments, mortgage-related securities and other real estate
related assets, today announced that it received a distribution of
approximately $36 million from Prime Outlets Acquisition Company LLC
("Prime"), an entity in which Arbor owns an equity and profits interest.
Prime owns and operates factory outlet centers throughout the United
States and Puerto Rico. Prime refinanced the debt on a portion of the assets
in its portfolio, receiving proceeds in excess of the amount of the previously
existing debt. The excess proceeds were distributed to each of the partners
in accordance with Prime's operating agreement.
Approximately $25 million of the proceeds received will be included in
income for the quarter ended June 30, 2005, subject to incentive compensation
per Arbor's management agreement. Approximately $9 million of the proceeds
will be recorded on the balance sheet as deferred revenue because Arbor has
guaranteed a portion of the new debt. This amount will be recorded as income
when this guarantee is eliminated. The remaining $2 million represents the
return of Arbor's invested capital. Arbor believes the majority of these
proceeds is not subject to taxation. Once the non-taxable portion of these
proceeds is determined, Arbor intends to retain it to fund additional business
and increase shareholders' equity.
"We are very pleased with the results of this transaction," said Ivan
Kaufman, Chairman and Chief Executive Officer of Arbor. "We have always
believed that our investment in Prime had substantial value. This
distribution is a very significant one and validates our strategy of creating
shareholder value by investing in equity and profits interests. While these
investments generally take some time to harvest, our goal is to populate our
portfolio with these types of investments when they are available."
About Arbor Realty Trust, Inc.
Arbor Realty Trust, Inc. is a real estate investment trust which invests
in a diversified portfolio of multi-family and commercial real estate related
bridge and mezzanine loans, preferred and direct equity investments, mortgage
related securities and other real estate related assets. Arbor commenced
operations in July 2003 and conducts substantially all of its operations
through its operating partnership, Arbor Realty Limited Partnership and its
subsidiaries. Arbor is externally managed and advised by Arbor Commercial
Mortgage, LLC, a national commercial real estate finance company operating
through 15 offices in the US that specializes in debt and equity financing for
multi-family and commercial real estate.
Safe Harbor Statement
Certain items in this press release may constitute forward-looking
statements within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements are based on
management's current expectations and beliefs and are subject to a number of
trends and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. Arbor can give no
assurance that its expectations will be attained. Factors that could cause
actual results to differ materially from Arbor's expectations include, but are
not limited to, continued ability to source new investments, changes in
interest rates and/or credit spreads, changes in the real estate markets, and
other risks detailed in the Arbor's Annual Report on Form 10-K for the year
ended December 31, 2004 and its other reports filed with the SEC. Such
forward-looking statements speak only as of the date of this press release.
Arbor expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements contained herein to
reflect any change in Arbor's expectations with regard thereto or change in
events, conditions, or circumstances on which any such statement is based.
Contacts: Investors:
Arbor Realty Trust, Inc. Stephanie Carrington /
Rick Herbst, Chief Financial Officer Denise Roche
516-832-7408 The Ruth Group
rick.herbst@thearbornet.com 646-536-7017 / 7008
scarrington@theruthgroup.com
droche@theruthgroup.com
Media:
Bonnie Habyan, SVP of Marketing
516-229-6615
bonnie.habyan@thearbornet.com
SOURCE Arbor Realty Trust, Inc.
-0- 07/05/2005
/CONTACT: Rick Herbst, Chief Financial Officer, +1-516-832-7408,
rick.herbst@thearbornet.com, or Media: Bonnie Habyan, SVP of Marketing,
+1-516-229-6615, bonnie.habyan@thearbornet.com, both of Arbor Realty Trust,
Inc., or Investors - Stephanie Carrington, +1-646-536-7017,
scarrington@theruthgroup.com or Denise Roche, +1-646-536-7008,
droche@theruthgroup.com, both of The Ruth Group for Arbor Realty Trust, Inc.