UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2004 (December 16, 2004) --------------------------- Arbor Realty Trust, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 001-32136 20-0057959 - --------------- ----------- ------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 333 Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (516) 832-8002 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Arbor Realty Trust, Inc. Current Report on Form 8-K ITEM 8.01 OTHER EVENTS. On December 20, 2004, Arbor Realty Trust, Inc. (the "Company), announced the pricing on December 16, 2004 of a collateralized debt obligation by two subsidiaries of the Company. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number 99.1 Press Release, dated December 20, 2004.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 20, 2004 ARBOR REALTY TRUST, INC. By: /s/ Frederick C. Herbst ------------------------------ Name: Frederick C. Herbst Title: Chief Financial Officer
EXHIBIT INDEX Exhibit Number 99.1 Press Release, dated December 20, 2004.
[GRAPHIC OMITTED] Press Release Contacts: Investors: Arbor Realty Trust, Inc. Stephanie Carrington/ Denise Roche Rick Herbst, Chief Financial Office The Ruth Group 516-832-7408 646-536-7017 / 7008 rick.herbst@thearbornet.com scarrington@theruthgroup.com droche@theruthgroup.com Media: Bonnie Habyan, VP of Marketing 516-229-6615 bonnie.habyan@thearbornet.com Arbor Realty Trust Prices Collateralized Debt Obligation New York, NY, December 20, 2004 - Arbor Realty Trust, Inc. (NYSE: ABR) today announced the pricing of a collateralized debt obligation (CDO) to be issued by two newly-formed subsidiaries of Arbor. Based on current balances within the collateral portfolio, Arbor expects the facility to issue approximately $305 million of investment grade-rated debt. Arbor expects to retain an equity interest in the portfolio of approximately $164 million. The transaction is expected to close in January 2005, subject to satisfaction of customary closing conditions. The debt will be issued on a floating rate basis at a weighted average spread of approximately 78 basis points over three-month LIBOR. The facility has a four-year replenishment period, giving Arbor the ability to replace assets within the facility as they pay off during this period. The face value of the collateral in the initial portfolio is expected to be approximately $469 million and consists primarily of bridge and mezzanine loans. Arbor intends to own the portfolio until its maturity and will account for this transaction on its balance sheet as a financing. Arbor will use the proceeds of this offering to repay borrowings under its current repurchase agreements and warehouse credit facilities. "We believe pricing our first CDO is a significant accomplishment," said Ivan Kaufman, Arbor's chief executive officer. "The closing of this transaction will be an important step in the development of our franchise." The notes offered pursuant to the CDO will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Arbor Realty Trust, Inc. - ------------------------------ Arbor Realty Trust, Inc. is a real estate investment trust which invests in a diversified portfolio of multi-family and commercial real estate related bridge and mezzanine loans, preferred 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. Arbor is externally managed and advised by Arbor Commercial Mortgage, LLC, a national commercial real estate finance company operating through 15 offices in the US that specializes in debt and equity financing for multi-family and commercial real estate. Safe Harbor Statement - --------------------- Certain items in this press release may constitute forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Arbor can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from Arbor's expectations include, but are not limited to, continued ability to source new investments, changes in interest rates and/or credit spreads, changes in the real estate markets, and other risks detailed from time to time in the Arbor's periodic and 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.