SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Amendment
No. 3)*
______________________________
CBRE
Realty Finance, Inc.
(Name
of
Issuer)
Common
Stock, par value $0.01 per share
(Title
of
Class of Securities)
12498B307
(CUSIP
Number)
Walter
Horn
General
Counsel
Arbor
Realty Trust, Inc.
333
Earle Ovington Blvd, Suite 900
Uniondale,
New York 11553
(516)
832-8002
(Name,
address and telephone number of person authorized
to
receive notices and communications)
January
28, 2008
(Date
of
event which requires filing of this statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purposes of Section 18 of the Securities Exchange Act
of 1934
(the "Act") or otherwise subject to the liabilities of that section of the
Act
but shall be subject to all other provisions of the Act. (However,
see the Notes.)
(CONTINUED
ON FOLLOWING PAGES)
(PAGE
1
of 8)
| CUSIP No. 12498B307 |
(PAGE
2 OF
8)
|
|
1
|
NAME
OF REPORTING PERSON
|
Arbor
Realty Trust, Inc.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
x
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS:
|
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d)
OR 2(e):
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
Maryland
|
||
|
7
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
SOLE
VOTING POWER:
|
2,939,465
|
|
|
8
|
SHARED
VOTING POWER:
|
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER:
|
2,939,465
|
||
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
2,939,465
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON:
|
CO
|
||
|
|
|
CUSIP No. 12498B307
|
(PAGE
3 OF
8)
|
|
|
1
|
NAME
OF REPORTING PERSON
|
Ivan
Kaufman
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a) x
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS:
|
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d)
OR 2(e):
|
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
|
United
States of America
|
||
|
7
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
SOLE
VOTING POWER:
|
0
|
|
|
8
|
SHARED
VOTING POWER:
|
2,939,465
|
||
|
9
|
SOLE
DISPOSITIVE POWER:
|
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER:
|
2,939,465
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
2,939,465
|
||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE
INSTRUCTIONS):
|
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
||
|
|
| CUSIP No. 12498B307 |
(PAGE
4 OF
8)
|
EXPLANATORY
NOTE
This
Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements
the Schedule 13D filed by Arbor Realty Trust, Inc., a Maryland corporation
("Arbor Realty") on November 23, 2007, as amended by Amendment No. 1 thereto,
filed on November 27, 2007, and as further amended by Amendment No. 2 thereto,
filed on November 29, 2007 (as so amended, the "Schedule
13D") relating to its beneficial ownership of the common stock, par
value $0.01 per share (the "Common Stock"), of CBRE Realty Finance, Inc.,
a
Maryland corporation (the "Issuer"). This Amendment No. 3 amends Item
2, Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule
13D. Unless amended or supplemented by this Amendment No. 3, all
information previously reported on the Schedule 13D remains in
effect.
|
ITEM
1
|
Security
and Issuer
|
There
is no change to Item
1 of the Schedule 13D.
|
ITEM
2
|
Identity
and Background
|
This
Item is hereby
amended to add the following:
Ivan
Kaufman ("Mr.
Kaufman") is hereby added as a Reporting Person to the Schedule 13D (together,
with the original Reporting Person, the "Arbor Group").
Mr.
Kaufman is a citizen
of the United States. The principal business address and office for
Mr. Kaufman is 333 Earle Ovington Blvd, Uniondale, New
York 11553. The principal occupation of Mr. Kaufman is
serving as the Chairman of the Board of Directors, President and Chief Executive
Officer of Arbor Realty and as the Chairman of Arbor Commercial Mortgage,
LLC,
the external manager of Arbor Realty.
No
Reporting Person has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). No Reporting Person has, during
the
last five years, been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or
state securities laws or finding any violation with respect to such
laws.
|
ITEM
3
|
Source
and Amount of Funds or Other Consideration
|
This
Item is hereby
amended to add the following:
Arbor
Realty used its
working capital to purchase the 39,709 shares of Common Stock reported in
Item
5(c) of this Amendment No. 3. The aggregate cost of purchasing such shares
(including brokerage commissions, if any) was $243,975.
|
ITEM
4
|
Purpose
of Transaction
|
The
following paragraphs
are hereby added to Item 4 of the Original Schedule 13D:
On
January 22, 2008, Ivan
Kaufman, the Chief Executive Officer of Arbor Realty, sent Kenneth Witkin,
the
Chief Executive Officer of the Issuer ("Mr. Witkin"), a letter (the "January
22
Letter")
| CUSIP No. 12498B307 |
(PAGE
5 OF
8)
|
requesting
information
regarding the performance of certain of the Issuer's assets and whether related
interim and projected write-downs may have a material effect on the
Issuer. The foregoing summary is qualified in all respects by
reference to the text of the January 22 Letter, a copy of which is attached
as
Exhibit
3 hereto and is incorporated herein by reference.
On
January 22, 2008, Arbor
Realty issued a press release regarding the January 22 Letter, a copy of
which
is attached as Exhibit
4 hereto and is incorporated herein by reference.
On
January 28, 2008, Arbor
Realty delivered a letter to the Issuer (the "Notification Letter"), notifying
the Issuer that Arbor Realty intends to appear at the 2008 annual meeting
(the
"2008 Annual Meeting") of the Issuer's stockholders, in person or by proxy,
to
nominate and seek to elect individuals as members of the board of directors
of
the Issuer (the "Nominees"). A copy of the Notification Letter is
being filed as Exhibit
5 hereto, is incorporated in this Item 4 by reference, and any
descriptions herein of the Notification Letter are qualified in their entirety
by reference to the Notification Letter. Arbor Realty intends to
solicit the proxies of other stockholders and may take such other actions
as it
deems necessary or desirable in order to secure the election of its
nominees.
On
January 28, 2008, Arbor
Realty filed a complaint against the Issuer for declaratory and injunctive
relief in the United States District Court for the District of Maryland (the
"Complaint"). The Complaint requests, among other things, that the
court enjoin the Issuer from rejecting the nomination of the individuals
identified in the Notification Letter, on the basis of certain false and
misleading disclosures in the Issuer's proxy statement filed on Schedule
14A for
its 2007 Annual Meeting.
The
Reporting Persons
understand that the Nominees, if elected, intend to evaluate all strategic
alternatives to enhance and maximize, stockholder value, including, but not
limited to: (i) seeking a business combination or sale of the Company; (ii)
reviewing the performance of CBRE Realty Finance Management, LLC, the
manager of the Issuer (the "Manager"); (iii) replacing the
Manager; and (iv) seeking the reimbursement of fees previously
paid to the Manager, if warranted.
The
Reporting Persons
may consider other measures designed to improve the corporate governance
of the Issuer, which measures may include submitting one or more proposals
for
the consideration of the Issuer's stockholders at the 2008 Annual Meeting
and
pursuing pending and additional litigation to compel the Issuer and its board
of
directors to act in the best interests of the Issuer's
stockholders.
Other
than as described in
this Item 4, or such as would occur if any of the Reporting Persons
decide to pursue any of the actions described above, the Reporting
Persons do not have any present plans or proposals which relate to or
would result in: (i) the acquisition by any person of additional securities
of
the Issuer, or the disposition of securities of the Issuer; (ii) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries; (iii) a sale
or
transfer of a material amount of assets of the Issuer or any of its
subsidiaries; (iv) any change in the present board of directors or management
of
the Issuer, including any plans or proposals to change the number or term
of
directors or to fill any existing vacancies on the board; (v) any material
change in the present capitalization or dividend policy of the Issuer; (vi)
any
other material change in the Issuer's business or corporate structure; (vii)
changes in the Issuer's charter, by-laws or other instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (viii) causing a class of securities of the Issuer
to be
de-listed from a national securities exchange or to cease to be authorized
to be
quoted in an inter-dealer quotation system of a registered national securities
association; (ix) a class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Act;
or (x)
any action similar to any of those enumerated above.
| CUSIP No. 12498B307 |
(PAGE 6
OF 8)
|
|
ITEM
5
|
Interest
in Securities of the Issuer
|
This
Item is hereby
amended and restated as follows:
(a)-(b) The
Reporting Persons may be deemed to be a group within the meaning of Section
13(d) of the Act consisting of Reporting Persons as a result of the facts
and
circumstances described in Items 2, 4, 5 and 6 of the Schedule 13D as amended
by
this Amendment No. 3. The Arbor Group may be deemed beneficially to own in
the
aggregate 2,939,465 shares of common stock, par value $0.01 per share of
the
Issuer ("Common Stock"), which represents approximately 9.5% of the number
of
outstanding shares of Common Stock outstanding on November 13, 2007, as reported
by the Issuer in its Quarterly Report on Form 10-Q filed on November 14,
2007.
Arbor
Realty has the sole
power to vote and to direct the disposition of 2,939,465 shares of Common
Stock.
As
of April 16, 2007, Mr.
Kaufman beneficially owned 20.7% of the common stock of Arbor
Realty. Based on Mr. Kaufman's voting power in Arbor Realty, and the
other facts and circumstances described in Items 2, 5, and 6 of this Amendment
No. 3 and the Schedule 13D, Mr. Kaufman may be deemed to beneficially own
the
shares of Common Stock held by Arbor Realty. Mr. Kaufman disclaims
beneficially ownership of the shares of Common Stock held by Arbor
Realty.
(c) During
the sixty (60) days preceding January 28, 2008, the date of the event requiring
the filing of this Amendment No. 3, and from such date to the date of this
filing, Arbor Realty purchased shares of Common Stock in various open market
transactions, the terms of which are set forth on Schedule
B-1 to this Amendment No. 3, and are incorporated herein by
reference.
(d)
and
(e): Not applicable
|
ITEM
6
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
|
This
Item is hereby
amended to add the following:
| CUSIP No. 12498B307 |
(PAGE
7 OF
8)
|
On
January 24, 2008, Arbor Realty entered into Participation and
Indemnification Agreements with each of the Nominees. Pursuant to the
Participation and Indemnification Agreements, Arbor Realty has
agreed: (i) to pay each of the Nominees $5,000.00 in cash upon the
submission of the Notification Letter by Arbor Realty to the Issuer for
being
named as and agreeing to serve as nominees for election as directors of
the
Issuer and (ii) to indemnify each of the Nominees against claims arising
from
the solicitation of proxies from the Issuer's shareholders at the 2008
Annual
Meeting and any related transactions. In addition, Arbor
Realty will pay, or cause to be paid, the entire expense of the solicitation
of
proxies, including attorneys' and proxy solicitor's fees and costs relating
to
the preparation and mailing of materials relating to the solicitation of
proxies. A form of the Participation and Indemnification
Agreement signed by each of the Nominees is attached hereto as Exhibit 6
and is incorporated herein by reference. The foregoing summary is
qualified in all respects by reference to such exhibit.
On
January 28, 2008, the
Reporting Persons and the Nominees entered into a Joint Filing and Solicitation
Agreement in which, among other things, (a) the parties agreed to the joint
filing on behalf of each of them of statements on Schedule 13D with respect
to
the securities of the Issuer to the extent required under
applicable securities laws, (b) the parties agreed to form the group for
the
purpose of soliciting proxies or written consents for the election of the
persons nominated by Arbor Realty to the Issuer's board of directors at
the 2008
Annual Meeting and for the purpose of taking all other actions incidental
to the
foregoing and (c) the parties agreed that Arbor shall have the right to
pre-approve all expenses incurred in connection with the group's activities
and
agreed to pay directly all such pre-approved expenses. A copy of this agreement
is attached hereto as Exhibit 7
and is incorporated herein by reference. The foregoing summary is
qualified in all respects by reference to such exhibit.
|
ITEM
7
|
Material
to Be Filed as Exhibits
|
Item
7 of the Schedule 13D
is hereby amended to add the following exhibits:
|
Exhibit
3:
|
Letter,
dated January 22, 2008, of Arbor Realty to the Issuer.
|
|
Exhibit
4:
|
Press
release, dated January 22, 2008, of Arbor Realty.
|
|
Exhibit
5:
|
Notice
of Intent, dated January 28, 2008, of Arbor Realty to the Issuer.
|
|
Exhibit
6:
|
Form
of Participation and Indemnification Agreement.
|
|
Exhibit
7:
|
Joint
Filing and Solicitation Agreement, dated January 28, 2008 among
Ivan
Kaufman, Arbor Realty and each of the
Nominees.
|
|
Exhibit
8:
|
Power
of Attorney for Gregg A. Cohen, Alan De Rose, David J. Heymann,
Neil H.
Koenig, Gerald L. Nudo, Robert M. Pascucci and William F. Regan.
|
| CUSIP No. 12498B307 |
(PAGE
8 OF
8)
|
SIGNATURES
After
reasonable inquiry and to the best of the undersigned's knowledge and belief,
the undersigned certifies that the information set forth in this Statement
is
true, complete and correct.
Dated: January
28, 2008
|
IVAN
KAUFMAN
|
||
|
By:
|
/s/ Ivan Kaufman | |
|
Name:
Ivan Kaufman
|
||
|
ARBOR
REALTY TRUST, INC.
|
||
|
By:
|
/s/ Ivan Kaufman | |
|
Name:
Ivan Kaufman
|
||
|
Title:
Chief Executive Officer
|
||
SCHEDULE
B-1
OPEN
MARKET PURCHASES OF COMMON STOCK BY ARBOR REALTY
FROM
11/23/2007 TO 1/28/2008
|
TRADE
DATE
|
NO.
OF SHARES
|
WEIGHTED
AVERAGE
PRICE
PER
SHARE ($)
|
TOTAL
COST ($)
|
|
12/07/2007
|
36,309
|
6.25
|
228,348
|
|
12/11/2007
|
2,400
|
6.47
|
15,627
|
Exhibit
3
ARBOR
REALTY TRUST, INC.
January
22, 2008
|
VIA
EMAIL
Mr.
Kenneth Witkin
Chief
Executive Officer and Director
CBRE
Realty Finance, Inc.
185
Asylum Street, 31st Floor
Hartford,
CT 06103
|
Dear
Ken:
It
has come to our attention that since your earnings call of November 12, 2007,
in
which you described the Company's net loss of $50 million, or $1.64 per share,
substantially negatively impacted by two assets foreclosed during the second
quarter of 2007, that certain events have occurred such as:
|
· there
has been a default on the Drake Hotel loan and principal and interest
is
past due (we believe your position is between $40 million and $45
million)
– you have informed us that the Company has purchased this loan out
of one
of its CDOs utilizing substantial liquidity available to the
Company;
|
|
|
· I
believe that the Macklowe Equity Office Property loan, a part of
which is
in one of your CDOs, is likely to go into default in early February
2008
(we believe your position is between $40 million and $45 million);
and
|
|
|
· the
continued deterioration in the market makes it difficult to believe
that
your November 12, 2007 statement that your $77 million "joint venture
assets are performing satisfactorily . . ." is
correct.
|
Additionally,
we would like to know whether your comments of November 12, 2007 "We have
no
non-performing loans in our debt portfolio, …and overall [I] am personally
satisfied with the current performance of our core portfolio" are true and
correct currently or need to be updated to not omit material facts in light
of
the current market and circumstances.
Mr.
Kenneth Witkin
January 22, 2008
Page 2
Your
immediate response is requested due to the potential materiality of these
issues
and your prior public statements in the market. If any statements are
incorrect, please inform me immediately. It is important that the
Company update the market as to interim and projected write-downs which could
have a material effect on your Company.
|
Sincerely,
|
||
|
/s/ Ivan
Kaufman
|
||
|
Ivan
Kaufman
|
||
|
Chief
Executive Officer
|
||
|
Arbor
Realty Trust, Inc.
|
Exhibit
4
|
Contacts:
Arbor
Realty Trust, Inc.
Paul
Elenio, Chief Financial Officer
516-832-7422
pelenio@arbor.com
|
Investors:
Stephanie
Carrington
The
Ruth Group
646-536-7017
scarrington@theruthgroup.com
|
|
Bonnie
Habyan, SVP of Marketing
516-229-6615
bhabyan@arbor.com
|
Arbor
Realty Trust Sends Letter to CBRE Realty Finance
Requesting Clarification and Updates on Certain Assets
Requesting Clarification and Updates on Certain Assets
Uniondale,
NY, January 22, 2008 -- 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 the Company has sent a letter to CBRE Realty Finance, Inc.
(NYSE:
CBF) requesting clarification and updates on certain assets. Below is the
letter
as transmitted.
January
22, 2008
|
Mr.
Kenneth Witkin
Chief
Executive Office and Director
CBRE
Realty Finance, Inc.
185
Asylum Street, 31st Floor
Hartford,
CT 06103
|
Dear
Ken:
It
has
come to our attention that since your earnings call of November 12, 2007,
in
which you described the Company's net loss of $50 million, or $1.64 per share,
substantially negatively impacted by two assets foreclosed during the second
quarter of 2007, that certain events have occurred such
as:
●
there has been a default on the Drake Hotel loan and principal and
interest is past due (we believe your position is between $40 million and
$45
million) – you have informed us that the Company has purchased this loan out of
one of its CDOs utilizing substantial liquidity available to the
Company;
●
I believe that the Macklowe Equity Office Property loan, a part of
which
is in one of your CDOs, is likely to go into default in early February 2008
(we
believe your position is between $40 million and $45 million);
and
●
the continued deterioration in the market makes it difficult to believe
that your November 12, 2007 statement that your $77 million "joint venture
assets are performing satisfactorily . . ." is correct.
Additionally,
we would like to know whether your comments of November 12, 2007 "We have
no
non-performing loans in our debt portfolio, … and overall [I] am personally
satisfied with the current performance of our core portfolio" are true and
correct currently or need to be updated to not omit material facts in light
of
the current market and circumstances.
Your
immediate response is requested due to the potential materiality of these
issues
and your prior public statements in the market. If any statements are
incorrect, please inform me immediately. It is important that the
Company update the market as to interim and projected write-downs which could
have a material effect on your Company.
|
Sincerely,
|
||
|
Ivan
Kaufman
|
||
|
Chief
Executive Officer
|
||
|
Arbor
Realty Trust, Inc.
|
About
Arbor Realty Trust, Inc.
Arbor
Realty Trust, Inc. is a real estate investment trust which invests in a
diversified portfolio of multifamily and commercial real estate related
bridge
and mezzanine loans, preferred 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 11 sales and origination support 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 Arbor's
Annual
Report on Form 10-K for the year ended December 31, 2006 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.
Exhibit
5
[Arbor
Realty Trust, Inc. Letterhead]
January
28, 2008
VIA
U.S. MAIL
HAND
DELIVERY AND FACSIMILE
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attn: Susan
M. Orr, Secretary
|
Re:
|
Stockholder
Notice of
Proposal to Nominate Persons for Election to the Board of
Directors of CBRE Realty Finance, Inc. |
Dear
Ms. Orr:
Pursuant
to and in accordance with the
instructions set forth in the Proxy Statement on Schedule 14A filed by CBRE
Realty Finance, Inc. (the "Company") with
the
U.S. Securities and Exchange Commission (the "Commission") on April
27, 2007 (the "2007
Proxy Statement"), Arbor Realty Trust, Inc. (the "Stockholder")
hereby
gives notice of its proposal to nominate the following persons to stand for
election to the Board of Directors of the Company (the "Board") at the
next
annual or special meeting of stockholders of the Company at which directors
are
to be elected (including any and all adjournments, postponements, reschedulings
or continuations thereof, the "Stockholder
Meeting"): Gregg A. Cohen, Alan De Rose, David J. Heymann,
Neil H. Koenig, Gerald L. Nudo, Robert M. Pascucci and William F. Regan (the
"Nominees").
All
information required to be included
in this notice pursuant to the Amended and Restated Bylaws of the Company
(the
"Bylaws") has
been provided by the Stockholder and the Nominees. Where applicable
information sought by the Bylaws or Schedule 14A ("Schedule 14A") under
the Securities Exchange Act of 1934 (the "Exchange Act"), would
be answered in the negative and no response would be required to be included
in
a proxy statement, no such response is included herein.
Information
Regarding the Stockholder
The
Stockholder is the record owner of 10,000 shares of CBRE Common Stock, par
value
$0.01 per share ("CBRE
Common Stock") and the beneficial owner of 2,939,465 shares of CBRE
Common Stock (collectively, the "Shares"). The
Stockholder intends to remain
CBRE
Realty Finance, Inc.
January
28, 2008
Page
2
the
record owner of the Shares as of the record date for the Stockholder Meeting
and
as of the date of the Stockholder Meeting. The Stockholder is a
Maryland corporation and its principal business is to invest in real estate
related bridge and mezzanine loans, preferred and direct equity and, in limited
cases, mortgage-backed securities, discounted mortgage notes and other real
estate related assets. The Stockholder is organized and conducts its
operations to qualify as a real estate investment trust ("REIT"). The
name and address of the Stockholder as they appear on the Company's stock
ledger, which have not changed and are accurate as of the date hereof, are:
Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale,
New York 11553.
Information
Regarding the Nominees
Biographical
Information
Gregg
A. Cohen
Gregg
A. Cohen, age 45, has been the Director of Debt Capital at Cantor Fitzgerald,
a
firm that provides investment banking services, since May of
2005. Mr. Cohen primarily works in bond trading, principally in US
Government securities and Eurodollar futures. Mr. Cohen was
previously a Senior Vice President engaged in bond trading at CIBC, a firm
that
provides investment banking services from January of 1993 through May of
2005. Mr. Cohen holds a Bachelor of Science in Accounting from the
University of Florida and a Masters of Business Administration with a specialty
in Finance from New York University.
The
residential address of Mr. Cohen can be found in Annex VIII
hereto.
Mr.
Cohen's present principal occupation is with Cantor Fitzgerald, and the business
address of Mr. Cohen at Cantor Fitzgerald is 110 East 59th
Street,
New York, New York 10022.
Annex
I hereto sets
forth the consent of Gregg A. Cohen to serve as a director of the Company if
elected.
Alan
De Rose
Alan
De Rose, age 46, has been a self-employed consultant on investments in all
asset
categories, including alternative assets, since September of
2007. Mr. De Rose previously worked for CIBC World Markets, a
securities dealer firm, as a senior proprietary trader from August of 1993
through March of 2007. Mr. De Rose holds a Bachelor of Arts in
Economics from Princeton University.
The
residential address of Mr. De Rose can be found in Annex VIII
hereto.
Mr.
De Rose's present principal occupation is acting as a consultant, and the
business address of Mr. De Rose is 3 Bradson Court, Westfield, New
Jersey 07090.
CBRE
Realty Finance, Inc.
January
28, 2008
Page
3
Annex
II hereto sets
forth the consent of Alan De Rose to serve as a director of the Company if
elected.
David
J. Heymann
David
J. Heymann, age 44, is a founding Partner of the law firm Post Heymann &
Koffler LLP, established in May of 1994 and specializing in representation
of
real estate companies. Mr. Heymann holds a Bachelor of Science from
SUNY Binghamton and a Juris Doctor from Hofstra Law School.
The
residential address of Mr. Heymann can be found in Annex VIII
hereto.
Mr.
Heymann's present principal occupation is with Post Heymann & Koffler LLP,
and the business address of Mr. Heymann at Post Heymann & Koffler LLP is Two
Jericho Plaza, Wing A, Suite 211, Jericho, New
York 11753.
Annex
III hereto sets
forth the consent of David J. Heymann to serve as a director of the Company
if
elected.
Neil
H. Koenig
Neil
H. Koenig, age 57, has served as Principal for Imowitz, Koenig & Co., LLP, a
public accounting firm providing services to public and private companies,
since
1980, and for Real Estate Systems Implementation Group, LLP, a consulting
company serving the real estate industry, since 1999. As Principal,
Mr. Koenig is a managing partner for these related entities which, on a
consolidated basis, currently provide consulting, accounting and tax services
to
entities controlling over $8 billion of real estate investments. Mr.
Koenig has also served as the Vice President and Chief Financial Officer of
Guggenheim Structured Real Estate, since July of 2004, and Square Mile Capital,
since July of 2006, both of which are private equity real estate
funds. In addition, Mr. Koenig has served on the Board of Directors
and as the Chief Financial Officer of Orthometrix, Inc. (OTC: OMRX), a publicly
traded company that manufactures and distributes medical and fitness-related
equipment, since 2002. Mr. Koenig has also served on the Board of
Directors and as a member of the Audit and Compensation Committees of NBTY,
Inc.
(NYSE: NTY), a manufacturer and distributor of nutritional supplements, since
2005. Mr. Koenig previously served as the President and Interim Chief
Financial Officer of First Union Real Estate Equity and Mortgage Investments
(now known as Winthrop Realty Trust), a publicly traded real estate investment
trust, from 2001 until 2003, and as a member of its Board of Directors from
2001
until 2004. Mr. Koenig holds a Bachelor of Science in Accounting from
Farleigh Dickinson University and a Masters of Business Administration from
Fordham University.
The
residential address of Mr. Koenig can be found in Annex VIII
hereto.
Mr.
Koenig's present principal occupation is with Imowitz, Koenig & Co., LLP and
his business address at Imowitz, Koenig & Co., LLP is 622 Third Avenue, New
York, New York 10017.
CBRE
Realty Finance, Inc.
January
28, 2008
Page
4
Annex
IV hereto sets
forth the consent of Neil H. Koenig to serve as a director of the Company
if
elected.
Gerald
L. Nudo
Gerald
L. Nudo, age 58, has served as Vice President and partner in Marc Realty, a
private Chicago based real estate company that owns and operates more than
four
million square feet of rentable office space and one million square feet of
rentable industrial space, since 2000. Mr. Nudo is a licensed real
estate broker in Illinois and a Certified Public Accountant. Mr. Nudo
is a CPA and holds a Bachelor of Science in Industrial Engineering from
Northwestern University and a Master of Business Administration from the
University of Chicago.
The
residential address of Mr. Nudo can be found in Annex VIII
hereto.
Mr.
Nudo's present principal occupation is with Marc Realty, and his business
address at Marc Realty is 55 E. Jackson Blvd, Suite 500, Chicago,
Illinois 60604.
Annex
V hereto sets
forth the consent of Gerald L. Nudo to serve as a director of the Company if
elected.
Robert
M. Pascucci
Robert
M. Pascucci, age 57, joined Jobco Incorporated ("Jobco"), a full-service real
estate development, general construction and property management firm, in 1980
and has served as President of Jobco since 1986. Mr. Pascucci is the
chief executive responsible for supervising all aspects of the business of
Jobco. Founded in 1950 and incorporated in 1954, Jobco has built or
renovated over 10,000 units of housing in the NewYork tri-state area. In
addition, Jobco has constructed numerous schools, commercial buildings and
medical and hospital facilities.
Mr.
Pascucci holds a Bachelor of Science in Civil Engineering from Worcester
Polytechnic Institute and a Juris Doctor from St. John's University School
of
Law. Mr. Pascucci's professional affiliations include the American
Bar Association, the National Society of Professional Engineers, the American
Society of Civil Engineers, and the World Presidents' Organization. He is a
member of the Nassau County AHRC Foundation Board of Directors, the Glen Cove
Boys & Girls Club Board of Managers, The Green Vale School Board of
Trustees, the World Presidents' Organization Metro (NY) Chapter Board of
Directors, and the Madison Square Boys & Girls Club Bronx Board of Managers.
He is a former founding member of the Glen Cove Downtown Business Improvement
District (BID) Board and a past board member of the Glen Cove Chamber of
Commerce and the Association for a Better Long Island.
The
residential address of Mr. Pascucci can be found in Annex VIII
hereto.
Mr.
Pascucci's present principal occupation is with Jobco
Incorporated. Mr. Pascucci's business address at Jobco Incorporated
is 277 Northern Boulevard, Great Neck, New York 11021.
CBRE
Realty Finance, Inc.
January
28, 2008
Page
5
Annex
VI hereto sets
forth the consent of Robert M. Pascucci to serve as a director of the Company
if
elected.
William
F. Regan
William
F. Regan, age 46, has served as Chief Executive Officer and Managing Member
of
3Sixty Hospitality, a food and beverage management company which manages
thirteen food and beverage outlets, since January of 2003. Mr. Regan
holds a Bachelor of Arts in Economics from Tufts University.
The
residential address of Mr. Regan can be found in Annex VIII
hereto.
Mr.
Regan's present principal occupation is with 3Sixty
Hospitality. The business address of Mr. Regan at 3Sixty Hospitality
is 411 West 14th Street, 4th Floor, New York, New
York 10014.
Annex
VII hereto sets
forth the consent of William F. Regan to serve as a director of the Company
if
elected.
Absence
of Involvement in
Certain Legal Proceedings
During
the past five years, and with respect to (b) below during the past ten
years:
|
|
(a)
|
No
petition under the Federal bankruptcy
laws or any
State insolvency
law
has been filed by
or
against, and no receiver, fiscal agent or similar officer has been
appointed by a court for the business or property of, any Nominee,
or any
partnership in which any Nominee was a general partner at or within
two
years before the time of such
filing, or any corporation or
business association of which the Nominee was an executive officer
at or
within two years before the time of such
filing;
|
|
|
(b)
|
No
Nominee has been convicted in a
criminal proceeding or is a named subject of a pending criminal
proceeding (excluding
traffic violations and other minor
offenses);
|
|
|
(c)
|
No
Nominee has been the subject of
any order, judgment or decree, not subsequently reversed, suspended
or
vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining
such person, or otherwise limiting such person,
from
the
following
activities:
|
|
|
(i)
|
Acting
as a futures commission
merchant, introducing broker, commodity trading adviser, commodity
pool
operator, floor broker, leverage transaction merchant, any other
person
regulated by
the
Commodity Futures Trading Commission, or an associated person of
any of
the foregoing, or as an investment adviser, underwriter, broker or
dealer
in securities, or as an affiliated person, director or employee of
any
investment company, bank,
savings and loan association
or insurance
company, or engaging
in, or continuing any conduct or practice in connection with, such
activity;
|
CBRE
Realty Finance, Inc.
January
28, 2008
Page
6
|
|
(ii)
|
Engaging
in any type of business
practice; or
|
|
|
(iii)
|
Engaging
in any activity in
connection with the purchase or sale of any security
or commodity or in
connection with any violation of Federal or State securities laws
or
Federal commodities laws.
|
|
|
(d)
|
No
Nominee has been the subject of
any order, judgment or decree, not subsequently reversed, suspended
or
vacated, of any Federal or State
authority barring,
suspending or otherwise limiting for more than 60 days the right
of such
person to engage in any activity described in paragraph (c)(i) above,
or
to be associated with persons engaged in any such
activity;
|
|
|
(e)
|
No
Nominee has been found by
a court of competent
jurisdiction in a civil action or by the Commission
to have violated any Federal or
State securities law, where the judgment in such civil action or
finding
by the Commission has not been subsequently reversed, suspended
or vacated;
and
|
|
|
(f)
|
No
Nominee has been found by a
court of competent jurisdiction in a civil action or by the Commodities
Futures Trading Commission to have violated any Federal commodities
law,
where the judgment in such civil action or finding by the
Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or
vacated.
|
Material
Proceedings Adverse
to the Company
To
their best knowledge, there are no material pending proceedings (or any such
proceedings known to be contemplated by governmental authorities) to which
any
Nominee, or any of their respective associates, is a party adverse to the
Company or any of its subsidiaries, or in which any of the Nominees or any
of
their associates has a material interest adverse to the Company or any of its
subsidiaries.
Interests
in the
Company
Other
than as set forth herein, none of the Nominees, nor any associate of any
Nominee, nor any of their respective family members has had or will have a
direct or indirect material interest in any transaction, or series of similar
transactions, since the beginning of the Company's last fiscal year, or any
currently proposed transaction, or series of similar transactions, to which
the
Company or any of its subsidiaries or affiliates was or is to be a party and
amount involved exceeds $120,000.
Absence
of Any Family
Relationships
None
of the Nominees has any family relationship with any director or executive
officer of the Company, or person known to be nominated or chosen to become
a
director or executive officer of the Company, or an executive officer of any
subsidiary or other affiliate of the Company.
CBRE
Realty Finance, Inc.
January
28, 2008
Page
7
Section
16(a) of the Exchange Act
None
of the Nominees has failed to file, or failed to file on a timely basis, reports
during the last fiscal year or the current fiscal year related to the Company
that are required by Section 16(a) of the Exchange Act.
Arrangements
or
Understandings
To
the Stockholder's knowledge, as of the date of this letter, none of the Nominees
or any of their respective associates or affiliates has any material or
substantial interest, direct or indirect, by security holdings or otherwise,
in
any matter to be acted upon at the Stockholder Meeting other than the interest
of each Nominee in being elected to serve as a director of the Company and
as
set forth herein.
Except
as set forth herein, the Nominees are not, and have not been within the past
year, a party to any contract, arrangement or understanding with any person
with
respect to any securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees against loss
or
guarantees of profits, division of losses or profits, or the giving or
withholding of proxies.
Except
as set forth herein, the Nominees and their respective associates do not
beneficially own, directly or indirectly, any securities of any parent or
subsidiary of the Company. None of the corporations or organizations in which
any of the Nominees has conducted his or her principal occupation or employment
was or is a parent, subsidiary or affiliate of the Company, and none of the
Nominees holds any position or office with the Company.
None
of the Nominees nor any of their respective associates has any arrangement
or
understanding with respect to future employment by the Company or any of its
affiliates or with respect to any future transactions to which the Company
or
any of its affiliates will be or may be a party.
Under
the applicable regulations of the Commission, each of the Nominees will be
deemed to be a "participant" in the Stockholder's solicitation of proxies due
to
their status as nominees for election to the Board. Except as
provided herein, there are no arrangements or understandings between the
Nominees or any other person pursuant to which their nominations are to be
made
by the Stockholder. Pursuant to agreements with the Stockholder, the
Stockholder has agreed to pay the costs of the contemplated proxy solicitation
and to provide each Nominee with a one-time fee of $5,000 in consideration
for
serving as a Nominee. The Stockholder has also agreed, subject to
certain limitations, to indemnify each of the Nominees and hold each of the
Nominees harmless from any and all liabilities, losses, claims, damages and
expenses incurred in connection with serving as a Nominee for election as a
director of the Company. The Nominees will not receive any further
consideration from the Stockholder for their services as directors of the
Company, if elected. If elected, the Nominees would be entitled to
such compensation from the Company as is provided to other directors, which
amounts, if equal to those historically paid by the Company, are set forth
in
the 2007 Proxy Statement.
CBRE
Realty Finance, Inc.
January
28, 2008
Page
8
None
of the Nominees or their respective associates served on the Company's
Compensation Committee or as officer or employee of the Company during the
Company's fiscal year ended December 31, 2007, or was formerly an officer of
the
Company.
Independence
None
of the Nominees have been an employee of the Company at any time within the
last
three years, and none of their respective immediate family members are
currently, or have been within the past three years, executive officers of
the
Company.
None
of the Nominees, nor any of their respective immediate family members, have
received more than $100,000 in direct compensation (including payments to
business entities owned by such Nominees or such immediate family members)
from
the Company during any twelve-month period within the last three years, subject
to the exceptions set forth in the NYSE Listed Company Manual, Section
303A.02(b)(i).
None
of the Nominees, nor any of their respective immediate family members, is a
current partner or a current employee of the Company's auditor, Ernst &
Young LLP. None of the Nominees, nor any of their respective
immediate family members, were, within the last three years, a partner or
employee of Ernst & Young LLP who personally worked on the Company's or any
of its subsidiaries' audits during that time.
None
of the Nominees, nor any of their respective immediate family members, is
currently an executive officer of a company that has made payments to, or
receives payments from, the Company for property or services in an amount which,
in any single fiscal year, exceeded the greater of $1 million or 2% of such
other company's consolidated gross revenues, for any of the three prior fiscal
years of such other company or which are expected to exceed the greater of
such
amounts in such company's present fiscal year.
None
of the Nominees are an executive officer of a tax-exempt organization to which
the Company has made within the preceding three years, or expects to make in
the
current fiscal year, charitable contributions that in any single fiscal year
exceeded or will exceed the greater of $1 million or 2% of such tax-exempt
organization's consolidated gross revenues.
Ownership
of Common Stock of
the Company
Exhibit
A hereto sets
forth for the Stockholder and any Stockholder Associated Person (as such term
is
defined in the Bylaws) (i) the number of shares of CBRE Common Stock held of
record as of the date hereof, (ii) the number of shares of CBRE Common Stock
beneficially owned as of the date hereof and the nature of such beneficial
ownership and (iii) the name and address of the beneficial and record holders
of
the shares of CBRE Common Stock as described in clauses (i) and (ii) of this
paragraph. Share ownership is provided in this notice as of the date
hereof. Except as otherwise noted, the name and address of each
record holder is current and matches the name and address on the Company's
stock
ledger.
CBRE
Realty Finance, Inc.
January
28, 2008
Page
9
None
of the Nominee or their associates own, of record or beneficially, any shares
of
CBRE Common Stock.
Exhibit
B hereto sets
forth a schedule of all transactions by the Nominees in the securities of the
Company within the past two years. No Nominee used funds borrowed or
otherwise obtained for the purpose of acquiring or holding such
securities.
The
Nominees do not beneficially own, directly or indirectly, any securities of
any
parent or subsidiary of the Company.
The
Stockholder believes that Michael L. Ashner, who the Stockholder understands
beneficially owns 10,000 shares of CBRE Common Stock is supportive of the
Nominees for election as directors. Other than Michael L. Ashner, the
Stockholder does not know of other Company stockholders supporting the Nominees
for election as directors. Mr. Ashner's address is Two Jericho Plaza,
Suite 111-Wing A, Jericho, New York 11753.
Information
Regarding the Solicitation
The
Stockholder intends that it and/or one or more of the Nominees will deliver
a
proxy statement and form of proxy to a sufficient number of holders of the
Company's voting shares to elect the Nominees. Additionally, the Stockholder
intends to appear in person or by proxy at the Stockholder Meeting to nominate
the Nominees. Proxies may be solicited by mail, advertisement, telephone,
facsimile, the Internet, telegraph and personal solicitation, and any other
means permitted by applicable law. Except as set forth herein, no additional
compensation will be paid to the Nominees for the solicitation of proxies.
Banks, brokerage houses and other custodians, nominees and fiduciaries will
be
requested to forward the solicitation materials to their customers for whom
they
hold shares, and they will be reimbursed by the Stockholder for their reasonable
out-of-pocket expenses.
The
entire expense of preparing, assembling, printing and mailing the proxy
statement and related materials and the cost of soliciting proxies will be
borne
by the Stockholder. In the event the Nominees are elected to the Board at the
Stockholder Meeting, the Stockholder intends to seek reimbursement of such
expenses from the Company and does not intend to submit such reimbursement
to a
vote of stockholders.
General
Under
the applicable regulations of the Commission, each of the Stockholder and the
Nominees will be deemed to be a "participant" in the Stockholder's solicitation
of proxies in support of the Nominees at the 2008 Annual Meeting. As
of the date hereof, to the knowledge of the Stockholder and based on the
Company's filings with the Commission, the full Board consists of seven
directors, and the Stockholder is assuming that all seven directorships will
be
open for election at the Stockholder Meeting. The Stockholder
reserves the right to nominate
CBRE
Realty Finance, Inc.
January
28, 2008
Page
10
additional
and/or substitute nominees if the Company has increased or increases the number
of directors to be elected at the Stockholder Meeting, if the composition of
the
Board changes prior to the Stockholder Meeting, or if the Company makes or
announces any changes to its Bylaws or takes or announces any other action
that
has, or if consummated would have, the effect of disqualifying any of the
Nominees. Shares represented by proxies given to the Stockholder will be voted
for any such additional and/or substitute nominees. Additionally, if
any Nominee (or additional and/or substitute nominee) is unable or unwilling
to
stand for election for any reason at the Stockholder Meeting, including due
to
death or disability, the Stockholder reserves the right to nominate a substitute
nominee in the place of such Nominee (or additional and/or substitute nominee).
The Stockholder's reservation of the foregoing rights, and any of the foregoing
actions that may be taken by the Stockholder, are and shall be without prejudice
to the issue of whether any such action by the Company was valid under the
circumstances and will not limit the Stockholder's or any other person's rights
to challenge such actions.
The
Nominees
intend to evaluate all strategic alternatives to enhance and maximize
stockholder value, including, but not limited to: (i) seeking a business
combination or sale of the Company; (ii) reviewing the performance of CBRE
Realty Finance Management, LLC, the manager of the
Issuer (the "Manager"); (iii) replacing the Manager; and
(iv) seeking the reimbursement of fees previously paid to the
Manager, if warranted.
The
Company is cautioned not to take any action that would adversely impact the
Stockholder's ability to effectuate the change in the composition of the Board
of Directors of the Company as indicated in this notice or the right of the
Company's stockholders to support the Stockholder's nominations.
The
Stockholder, in furnishing this notice or any additional information, does
not
concede the validity or enforceability of any of the provisions of the Bylaws
or
any other matter, including any provisions in the Bylaws that purport to impose
advance notice requirements or otherwise limit the right of any stockholder
to
present business for consideration at any meeting of the stockholders, and
expressly reserves the right to challenge the validity, application and
interpretation of any such provisions or any other matter.
The
Exhibits and Annexes hereto are hereby incorporated into and made a part of
this
notice. Accordingly, all matters disclosed in any part of this notice, including
the Exhibits and Annexes hereto, shall be deemed disclosed for all purposes
of
this notice.
As
you are aware, the Stockholder is providing this notice in advance of the
Company's deadline for submission of stockholder proposals and nominations.
Although the Stockholder believes it has fully satisfied all purported
requirements for the content of this notice as set forth in the Bylaws, please
contact Fred B. White, III of Skadden, Arps, Slate, Meagher & Flom LLP at
(212) 735-2144 immediately should the Company require any additional information
or if the Company believes that this notice for any reason does not comply
with
the applicable provisions of the Company's Bylaws.
[Remainder
of Page Intentionally Left Blank]
CBRE
Realty Finance, Inc.
January
28, 2008
Page
11
|
Sincerely,
|
||
|
ARBOR
REALTY TRUST, INC.
|
||
|
By:
|
/s/
Paul Elenio
|
|
|
Name:
|
Paul
Elenio
|
|
|
Title:
|
Chief
Financial Officer
|
|
Exhibit
A
Stockholder
Set
forth below is (i) the number of shares of CBRE Common Stock for which the
Stockholder is the record owner as of the date hereof, (ii) the number of shares
of CBRE Common Stock beneficially owned by the Stockholder as of the date hereof
and the nature of such beneficial ownership and (iii) the name and address
of
the beneficial and record holders of the shares of CBRE Common Stock as
described in clauses (i) and (ii) of this paragraph. Share ownership
is provided in this notice as of the date hereof. Correspondence with
any of such persons may be sent to the Stockholder at the address set forth
below.
|
Name
and Address of
the
Record
Owner
|
Name
and Address of
the
Beneficial
Owner
|
Nature
of
Beneficial
Ownership
(if
applicable)
|
Number
of Shares of
CBRE
Common
Stock
Held
|
Percent
of
Class(1)
|
|
Arbor
Realty Trust, Inc.
333
Earle Ovington Boulevard,
Suite
900,
Uniondale,
New York 11553
|
N/A
|
N/A
|
10,000
|
0.0%*
|
|
Cede
& Co., as the nominee of The
Depository
Trust Company
C/o
The Depository Trust Company,
55
Water Street
New
York, New York 10041
|
Arbor
Realty Trust, Inc.
333
Earle Ovington Boulevard,
Suite
900,
Uniondale,
New
York 11553
|
Held
in "street name" for the
benefit of Arbor Realty Trust, Inc. |
2,929,465
|
9.5%
|
|
*
|
Less
than one percent
|
|
(1)
|
The
percentages used herein are calculated based upon 30,846,842 shares
of
CBRE Common Stock issued and outstanding as of November 13, 2007,
as
reported on the Company's quarterly report on Form 10-Q filed with
the
Securities and Exchange Commission for the quarterly period ended
September 30, 2007.
|
Exhibit
B
The
following tables set forth information with respect to all purchases and sales
of CBRE Common Stock by the Nominees during the past two years.
Gerald
L. Nudo was involved in the following purchase and sale of CBRE Common
Stock:
|
Date
|
Sale
or
Purchase |
Type
of Security
|
#
of Securities Purchased/ Sold
|
Price
(per share)
|
Amount
Borrowed for Purchase
|
Debt
Outstanding on Loan (as of the date hereof)
|
Description
of Loan Transaction
|
|
8/23/07
|
Purchase
|
CBRE
Common Stock
|
3,000
|
$6.795
|
$0.00
|
N/A
|
N/A
|
|
11/23/07
|
Sale
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CBRE
Common Stock
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3,000
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$6.92
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N/A
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N/A
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N/A
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Annex
I
Please
See the Attached Consent of
Gregg
A. Cohen
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ Gregg H. Cohen
Name: Gregg H. Cohen
Annex
II
Please
See the Attached Consent of
Alan
De Rose
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ Alan De Rose
Name: Alan De Rose
Annex
III
Please
See the Attached Consent of
David
J. Heymann
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ David J. Heymann
Name: David J. Heymann
Annex
IV
Please
See the Attached Consent of
Neil
H. Koenig
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ Neil H. Koenig
Name: Neil H. Koenig
Annex
V
Please
See the Attached Consent of
Gerald
L. Nudo
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ Gerald L. Nudo
Name: Gerald L. Nudo
Annex
VI
Please
See the Attached Consent of
Robert
M. Pascucci
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ Robert M.
Pascucci
Name: Robert M. Pascucci
Annex
VII
Please
See the Attached Consent of
William
F. Regan
CONSENT
OF NOMINEE
January
24, 2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor") of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being named
as a nominee in any proxy statement filed by Arbor in connection with the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected at the
Annual Meeting.
Very
truly yours,
/s/ William F. Regan
Name: William F. Regan
Exhibit 6
NOMINEE
PARTICIPATION AND
INDEMNIFICATION AGREEMENT
Arbor
Realty Trust, Inc. ("Arbor"),
a Maryland
corporation, and the person named on the signature page hereof as the
"Nominee"
(the "Nominee"),
intending
to be legally bound, hereby agree as follows:
1. Participation
in Proxy Solicitation. Nominee hereby
agrees
to serve as
a member of a slate of nominees (the
"Slate") to stand for election as a director of CBRE Realty Finance,
Inc. ("CBRE"), a Maryland corporation,
in connection with a proxy solicitation (the "Proxy
Solicitation") to be
conducted by Arbor in respect of the 2008 annual meeting of stockholders
of CBRE
(including any adjournment,
or postponement,
rescheduling or continuation
thereof or any
special
meeting held in lieu thereof), and to serve as a director
of CBRE if elected
pursuant to the Proxy Solicitation. Nominee agrees
to solicit
proxies in such manner as Arbor may request from time to time in support
of
Nominee’s
election. In no event shall
any
Nominee purchase any
securities of CBRE
without Arbor's prior written
consent.
2. Information
and Consent. Nominee acknowledges
that
Arbor has provided to Nominee a questionnaire
(a "Questionnaire") in
which Nominee
will provide Arbor with information
necessary for Arbor to make appropriate disclosure to CBRE
and for Arbor to use in
creating the proxy materials to be sent to stockholders of CBRE and filed
with
the Securities and Exchange Commission (“SEC”)
in
connection with the Proxy
Solicitation. Nominee
agrees
(i) to
promptly complete and sign the Questionnaire
and return it to
the person indicated therein, and (ii) that Nominee’s
responses
in the Questionnaire will be
true, complete and correct in all respects. In addition, Nominee
agrees
that, concurrently with Nominee’s
execution of this Agreement,
Nominee
will execute and return to Arbor Nominee’s
consent to being nominated for election
as a director of CBRE and, if elected, consent to serve
as a director of CBRE in the form of
Exhibit A
hereto. Nominee
acknowledges and agrees that
Arbor may: (i)
forward
Nominee’s
consent to CBRE and (ii)
in Arbor’s
discretion, disclose the
information provided by Nominee
in the
Questionnaire as well as
the existence and contents of this Agreement, including,
without
limitation, to CBRE
and
in the proxy materials to
be filed with the
SEC
and mailed to CBRE stockholders in
connection with the Proxy Solicitation.
3. Fees
and
Expenses. Arbor
will pay Nominee a one-time
fee of $5,000
in consideration
for
serving as a nominee. In addition, Arbor will
pay, or cause to be
paid, the entire expense
of the Proxy Solicitation,
including attorneys'
and
proxy solicitors' fees and any costs
relating to the
preparation and mailing
of
materials relating to the Proxy Solicitation. Nominee
will not receive any
consideration from Arbor for Nominee’s
services as a director of CBRE if
elected.
4. Indemnification. To
the fullest extent
permitted by Maryland
General Corporation
Law, as amended ("MGCL"),
and other applicable law,
Arbor agrees to
indemnify Nominee against and hold
Nominee harmless from any and all liabilities, losses, claims, damages
and
expenses (including reasonable attorneys' fees and expenses) arising
out of Nominee’s participation
in the Proxy
Solicitation; provided,
however,
that Arbor
shall not be liable in any such case to
the extent that any such liability, loss, claim, damage, or expense
arises (i) out
of any
inaccurate written information
supplied by Nominee for
inclusion in proxy
solicitation materials or any other
filings made with any federal or state governmental agency or (ii) from
bad faith, willful misconduct or
gross negligence on Nominee's part. Promptly after receipt by Nominee
of notice of any claim or
the commencement of any action, proceeding or investigation in respect
of which
indemnity or reimbursement may be sought as provided above, Nominee will
notify
Arbor
in writing of the receipt or
commencement thereof, but the failure to notify Arbor
shall
not relieve Arbor
from any obligation or liability which
he
may have pursuant to this Agreement or
otherwise except to the extent that such omission materially prejudices
Arbor's
rights. In case any
such action, proceeding
or
investigation is
brought against Nominee, Arbor
will be entitled to participate therein
and to assume the defense thereof with counsel of Arbor’s
choice who shall be reasonably
satisfactory to Nominee. After notice from Arbor
to Nominee of Arbor's
election to assume the defense thereof,
Arbor will
not be liable to Nominee under this
Agreement for any legal expenses subsequently incurred for services rendered
by
any other counsel retained by Nominee in connection with the defense
being
conducted by counsel chosen by Arbor. For
the avoidance of doubt, Arbor
shall not be responsible for any
settlement of any claim against Nominee
covered by this indemnity without
Arbor’s
prior written
consent. Notwithstanding
anything to the contrary
contained herein, Arbor
shall not indemnify Nominee
for any action taken by or on behalf of Nominee that occurs prior to
the date
hereof or subsequent to the conclusion of the Proxy Solicitation or such
earlier
time as Nominee is no longer a nominee on the Slate for election to
CBRE’s
board of directors
(the "CBRE
Board")
or for any actions taken by Nominee as
a director of CBRE if Nominee is elected.
5. Nonexclusivity.
The rights of Nominee hereunder to
indemnification shall be in addition to any other indemnification rights
the
Nominee may have (including,
if elected to the
CBRE Board,
under
the Articles of Amendment
and
Restatement or
Amended and Restated Bylaws of CBRE or
the MGCL or otherwise). To
the extent that
a change in the
MGCL (whether by
statute or
judicial decision) permits greater indemnification by
agreement than would be
afforded currently under this Agreement, it is the intent of the parties
hereto
that the Nominee shall enjoy by this Agreement the greater benefits so
afforded
by such change.
2
6. Fiduciary
Duties. Each of
Arbor and Nominee recognize
that should Nominee be elected to the board of directors of CBRE, all actions taken
in
Nominee’s
capacity as a director of CBRE shall
be governed by applicable law and Nominee’s
fiduciary duties to CBRE and the
stockholders of CBRE, and there is no agreement
between Arbor and
Nominee governing the decisions Nominee will make as a director of
CBRE if elected.
7. No
Construction of Employment
or
Partnership Relationship. Nothing contained
herein
shall be construed as giving Nominee any right to be retained in
the employ of
Arbor or
any of its affiliates
or associates
or construed to create any partnership
or similar relationship among Arbor and
Nominee, or to empower or authorize
any Nominee to act on behalf of or otherwise to bind or obligate Arbor
or any of Arbor’s
affiliates or associates.
8. No
Duplication of
Payments. Arbor shall
not be liable under this Agreement
to make any indemnification payment in connection with any claim made
against
Nominee to the extent that Nominee has otherwise actually received payment
(under any insurance
policy, Articles of
Amendment and Restatement
or Amended and Restated
Bylaws of CBRE or
otherwise) of the amounts otherwise
indemnifiable hereunder.
9. Subrogation.
In the event of any payment to Nominee
under this Agreement
relating to a claim indemnified hereunder, Arbor
shall be subrogated to the extent of
such payment to all of the rights of recovery of Nominee, and Nominee
shall take
all actions requested by Arbor
which Arbor deems
necessary to secure such rights,
including, without
limitation, the
execution of all necessary
documents.
10. Governing
Law. This
Agreement shall be governed by and construed by and enforced in accordance
with
the laws of the State of Maryland
applicable to contracts to be performed
in such state without
giving effect to the principles of conflicts of law thereof or of any
other
jurisdiction. Each of the parties
hereto
(a) consents
to submit itself to the personal
jurisdiction of any federal court located in the City of Baltimore,
Maryland, or
any Maryland state court located in
the city of Baltimore, Maryland,
in the event any dispute arises out
of this Agreement,
(b) agrees that
it shall
not attempt to deny or defeat such personal jurisdiction by motion or
other
request for leave from any such court and (c)
agrees that it shall
not bring any action relating to this Agreement in any court other than
a
federal or state court sitting in the City of Baltimore,
Maryland.
3
11. Binding
Effect. This Agreement
shall be binding upon and inure to the benefit of and be enforceable
by the parties
hereto and their respective successors, assigns, spouses, heirs, and
personal and legal
representatives.
12. Severability. The
provisions in this
Agreement shall be severable in the
event that any of the provisions
hereof (including any
provision within a single section, paragraph or sentence) are held by
a court of
competent jurisdiction to be invalid, void or otherwise unenforceable,
and the
remaining provisions shall remain enforceable to the fullest extent permitted
by
law. Furthermore, to the
fullest extent possible, the provisions of this Agreement (including,
without
limitation, each portion of this Agreement containing any provision held
to be
invalid, void or otherwise unenforceable, that is not itself invalid,
void
or unenforceable) shall be construed
so as to give effect to the intent manifested by the provision held invalid,
void or unenforceable.
13. Miscellaneous. This
Agreement (i) may only
be modified by a written instrument executed by each party hereto,
(ii) sets forth the
parties' entire agreement with respect to the subject matter hereof,
and
supersedes any prior or contemporaneous arrangements, agreements
or understandings, written or oral, with respect to said subject matter,
and
(iii) may be executed in
one or more counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument. All notices given hereunder
shall be in writing and shall be deemed to have been duly given when
delivered
personally or mailed by postage prepaid
certified mail, return receipt requested, to the addresses specified
for such
purposes by any party hereto.
4
IN
WITNESS WHEREOF, each of the parties hereto, intending to be legally
bound
hereby, has executed and delivered this Agreement, as of the date set
forth
below such party’s signature below.
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ARBOR
REALTY TRUST, INC.
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By:
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Name:
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Title:
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Date:
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NOMINEE
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Name
(Print)
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Address:
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Date:
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[Nominee
Participation and Indemnification Agreement Signature Page]
EXHIBIT
A
FORM
OF CONSENT NOTICE
January___,
2008
CBRE
Realty Finance, Inc.
185
Asylum Street, 37th
Floor
Hartford,
CT 06103
Attention: Susan
M. Orr, Secretary
Dear
Ms. Orr:
You
are hereby notified that the undersigned consents to (i) being named
as a
nominee in the notice provided by Arbor Realty Trust, Inc. ("Arbor")
of its
intention to nominate the undersigned as a director of CBRE Realty Finance,
Inc.
("CBRE") at the 2008 annual meeting of stockholders, or any other meeting
of
stockholders held in lieu thereof, and any adjournments, postponements,
reschedulings or continuations thereof (the "Annual Meeting"), (ii) being
named
as a nominee in any proxy statement filed by Arbor in connection with
the
solicitation of proxies or written consents for election of the undersigned
at
the Annual Meeting, and (iii) serving as a director of CBRE if elected
at the
Annual Meeting.
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Very
truly yours,
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Name:
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Exhibit
7
JOINT
FILING AND
SOLICITATION AGREEMENT
This
Joint Filing and Solicitation Agreement (this "Agreement") is made as of
January
28, 2008, by and between Arbor Realty Trust, Inc. ("Arbor"), a Maryland
corporation, Ivan Kaufmann and Gregg A. Cohen, Alan De Rose,
David J.
Heymann, Neil H. Koenig, Gerald L. Nudo, Robert M. Pascucci and William F.
Regan (the "Nominees").
RECITALS
WHEREAS,
certain of the undersigned are stockholders, direct or beneficial, of CBRE
Realty Finance, Inc., a Maryland corporation (the "Company"); and
WHEREAS,
Arbor and the Nominees wish to form a group for the purpose of seeking
representation on the Board of Directors of the Company at the 2008 annual
meeting of stockholders of the Company, or any other meeting of stockholders
held in lieu thereof, and any adjournments, postponements, reschedulings
or
continuations thereof (the "2008 Annual Meeting") and for the purpose of
taking
all other action necessary to achieve the foregoing.
AGREEMENT
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and
agreements herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows:
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1.
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In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange
Act of
1934, as amended (the "Exchange Act"), each of the undersigned
(collectively, the "Group") agrees to the joint filing on behalf
of each
of them of statements on Schedule 13D, and any amendments thereto,
with
respect to the securities of the Company. Each member of the Group
shall
be responsible for the accuracy and completeness of his/its own
disclosure
therein, and is not responsible for the accuracy and completeness
of the
information concerning the other members, unless such member knows
or has
reason to know that such information is inaccurate. Arbor or
its representative shall provide each member of the Group with
copies of
all Schedule 13D filings and other public filings to be filed on
behalf of
such member prior to the filing or submission
thereof.
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2.
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So
long as this agreement is in effect, each of the undersigned shall
provide
written notice to Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden")
of (i) any of their purchases or sales of securities of the Company;
or
(ii) any securities of the Company over which they acquire or dispose
of
beneficial ownership. Notice shall be given no later than
three (3) business days prior to each such
transaction.
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3.
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Each
of the undersigned agrees to form the Group for the purpose of
soliciting
proxies or written consents for the election of the persons nominated
by
the Group to the Board of Directors of the Company at the 2008
Annual
Meeting and for the purpose of taking all other actions incidental
to the
foregoing.
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4.
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Arbor
shall have the right to pre-approve all expenses incurred in connection
with the Group's activities and agrees to pay directly all such
pre-approved expenses.
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5.
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Each
of the undersigned agrees that any SEC filing, press release or
stockholder communication proposed to be made or issued by the
Group or
any member of the Group in connection with the Group's activities
shall be
first approved by Arbor, or its
representatives.
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6.
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The
relationship of the parties hereto shall be limited to carrying
on the
business of the Group in accordance with the terms of this
Agreement. Such relationship shall be construed and deemed to
be for the sole and limited purpose of carrying on such business
as
described herein. Nothing herein shall be construed to
authorize any party to act as an agent for any other party, or
to create a
joint venture or partnership, or to constitute an
indemnification. Nothing herein shall restrict any party's
right to sell securities of the Company, as he/it deems appropriate,
in
his/its sole discretion, provided that all such sales are made
in
compliance with all applicable securities laws. In no event
shall any party purchase any securities of the Company without
Arbor’s
prior written consent.
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7.
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This
Agreement may be executed in counterparts, each of which shall
be deemed
an original and all of which, taken together, shall constitute
but one and
the same instrument, which may be sufficiently evidenced by one
counterpart.
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8.
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This
Agreement shall be governed by and construed by and enforced in
accordance
with the laws of the State of New York applicable to contracts
to be
performed in such state without giving effect to the principles
of
conflicts of law thereof or of any other
jurisdiction.
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9.
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In
the event of any dispute arising out of the provisions of this
Agreement
or their investment in the Company, the parties hereto consent
and submit
to the exclusive jurisdiction of the Federal and State Courts in
the
borough of Manhattan in the city of New York, New
York.
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10.
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Each
of the undersigned parties hereby agrees that this Agreement shall
be
filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii)
under the Exchange Act.
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[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as
of the day and year first above written.
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ARBOR
REALTY TRUST, INC.
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| /s/ Ivan Kaufman | ||
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Name:
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Ivan
Kaufman
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Title:
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Chief
Executive Officer
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IVAN
KAUFMAN
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| /s/ Ivan Kaufman | ||
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Name:
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Ivan
Kaufman
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/s/
Paul
Elenio
Paul
Elenio
As
attorney-in-fact for Gregg A.
Cohen, Alan De Rose, David J. Heymann, Neil H. Koenig, Gerald L. Nudo, Robert
M.
Pascucci and William F. Regan
Exhibit
8
POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
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/s/ Gregg
A. Cohen
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Name: Gregg
A. Cohen
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POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
|
/s/ Alan
De Rose
|
|
|
Name: Alan
De Rose
|
POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
|
/s/ David
J. Heymann
|
|
|
Name: David
J. Heymann
|
POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
|
/s/ Neil
H. Koenig
|
|
|
Name: Neil
H. Koenig
|
POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
|
/s/ Gerald
L. Nudo
|
|
|
Name: Gerald
L. Nudo
|
POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
|
/s/ Robert
M. Pascucci
|
|
|
Name: Robert
M. Pascucci
|
POWER
OF
ATTORNEY
The
undersigned hereby appoints Ivan Kaufman and Paul Elenio, jointly and each
of
them severally, to be his true and lawful attorney-in-fact and agent to execute
and file with the Securities and Exchange Commission any Schedule 13D, Schedule
13G, any settlement agreement, any amendments to any of the foregoing and any
related agreement or documentation which may be required or advisable to be
executed or filed in his individual capacity as a result of the undersigned's
beneficial ownership of, or participation in a group with respect to, securities
directly or indirectly beneficially owned by Arbor Realty Trust, Inc. or any
of
its affiliates, of CBRE Realty Finance, Inc., and granting unto said
attorney-in-fact and agent full power and authority to do and perform each
and
every act and thing which he might or could do in person, hereby ratifying
and
confirming all that said attorney-in-fact and agent may lawfully do or cause
to
be done by virtue hereof. The authority of Ivan Kaufman and Paul
Elenio under this Power of Attorney shall continue with respect to the
undersigned in perpetuity unless revoked earlier in writing.
Date:
January 24, 2008
|
/s/ William
F. Regan
|
|
|
Name: William
F. Regan
|