SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
______________________________
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)
March
6, 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. ¨
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 5)
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CUSIP
No. 12498B307
|
(PAGE 2
OF 5)
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|
1
|
NAME
OF REPORTING PERSON
|
Arbor
Realty Trust, Inc.
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|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b)
|
x
¨
|
||
|
3
|
SEC
USE ONLY
|
||||
|
4
|
SOURCE
OF FUNDS:
|
WC
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|||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
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¨
|
|||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION:
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Maryland
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|||
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7
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
SOLE
VOTING POWER:
|
2,939,465
|
||
|
8
|
SHARED
VOTING POWER:
|
0
|
|||
|
9
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SOLE
DISPOSITIVE POWER:
|
2,939,465
|
|||
|
10
|
SHARED
DISPOSITIVE POWER:
|
0
|
|||
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
|
2,939,465
|
|||
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS):
|
¨
|
|||
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
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9.5%
|
|||
|
14
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TYPE
OF REPORTING PERSON:
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CO
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|||
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CUSIP
No. 12498B307
|
(PAGE 3
OF 5)
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|
1
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NAME
OF REPORTING PERSON
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Ivan
Kaufman
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
|
(a)
(b)
|
x
¨
|
||
|
3
|
SEC
USE ONLY
|
||||
|
4
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SOURCE
OF FUNDS:
|
AF
|
|||
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5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e):
|
¨
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION:
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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):
|
¨
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
|
9.5%
|
|||
|
14
|
TYPE
OF REPORTING PERSON:
|
IN
|
|||
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CUSIP
No. 12498B307
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(PAGE 4
OF 5)
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EXPLANATORY
NOTE
This Amendment No. 4 to Schedule 13D
(this "Amendment No. 4") 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, as
further amended by Amendment No. 2 thereto, filed on November 29, 2007 and as
further amended by Amendment No. 3 thereto, filed on January 28, 2008 (as so
amended, the "Schedule 13D") relating to its beneficial ownership of the common
stock, par value $0.01 per share, of CBRE Realty Finance, Inc., a Maryland
corporation (the "Issuer"). This Amendment No. 4 amends Item 4 and
Item 7 of the Schedule 13D. Unless amended or supplemented by this
Amendment No. 4, all information previously reported on the Schedule 13D remains
in effect.
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ITEM
1
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Security
and Issuer
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There is no change to Item 1 of the
Schedule 13D.
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ITEM
2
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Identity
and Background
|
There is no change to Item 2 of the
Schedule 13D.
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ITEM
3
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Source
and Amount of Funds or Other
Consideration
|
There is no change to Item 3 of the
Schedule 13D.
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ITEM
4
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Purpose
of Transaction
|
The following paragraph is hereby
added to Item 4 of the Schedule 13D:
On March 6, 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 "March 6 Letter")
requesting, among other things, (i) the details regarding the engagement of CBRE
CB Richard Ellis, an affiliate of the Issuer's manager, to sell certain assets
of the Issuer, (ii) information regarding such assets being put up for sale and
(iii) an update on the Issuer's Macklowe Equity Office and Drake Hotel
assets. The foregoing summary is qualified in all respects by
reference to the text of the March 6 Letter, a copy of which is attached as
Exhibit 9 hereto and is incorporated by reference.
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ITEM
5
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Interest
in Securities of the Issuer
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There is no change to Item 5 of the
Schedule 13D.
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ITEM
6
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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There is no change to Item 6 of the
Schedule 13D.
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ITEM
7
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Material
to Be Filed as Exhibits
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Item 7 of the Schedule 13D is hereby
amended to add the following exhibit:
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Exhibit
9:
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Letter,
dated March 6, 2008, from Arbor Realty to the
Issuer.
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CUSIP
No. 12498B307
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(PAGE 5
OF 5)
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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: March
6, 2008
IVAN
KAUFMAN
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By:
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/s/
Ivan Kaufman
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|
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Name:
Ivan Kaufman
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ARBOR
REALTY TRUST, INC.
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By:
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/s/
Ivan Kaufman
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Name:
Ivan Kaufman
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||
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Title: Chief
Executive Officer
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Exhibit
9
ARBOR
REALTY TRUST, INC.
March
6, 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:
Based
on information available in the market, we understand that you have hired CBRE
CB Richard Ellis, an affiliate of your manager, to sell certain loans that you
have on your balance sheet. We believe that you are potentially
selling these loans at a discount to your book basis in these assets. We would
appreciate an explanation of the following:
The
financial arrangement between you and CBRE CB Richard Ellis for this
sale,
Where
these assets are currently financed and if any of these assets are in your CDOs
and, if sold at a discount, whether you plan to use company liquidity to buy
these assets out of your CDOs at par, and
If
you do not sell any of these assets, whether (i) in the future you will carry
these assets at the value indicated by the bids you receive and (ii) you will be
disclosing the bids you have received to enable your shareholders to have an
understanding of the fair value of these loans.
In
addition, we are disappointed that your response was no comment to our letter of
January 22, 2008, in which your immediate response was requested due to the
potential materiality of the issues presented in that letter and your prior
public statements. In particular we believe there has been significant
deterioration in both the Macklowe Equity Office and Drake Hotel transactions
since the date of our prior letter. Given the significant investment you have in
these transactions it is imperative that you provide detailed, accurate and
timely information to the markets with respect to these issues.
Your
immediate response is requested due to the materiality of these issues and your
prior public statements. 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.
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Sincerely,
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Ivan
Kaufman
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|
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Chief
Executive Officer
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Arbor
Realty Trust, Inc.
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