SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol(s)||Name of each exchange on which registered|
|Item 2.03.||Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.|
The information included in Item 8.01 below is incorporated by reference into this Item 2.03.
|Item 8.01||Other Events.|
7.75% Senior Notes due 2026
On March 17, 2023, Arbor Realty SR, Inc., a Maryland corporation (the “Company”) and a subsidiary of Arbor Realty Trust, Inc., a Maryland corporation (the “Parent”), completed the issuance and sale of $95,000,000 aggregate principal amount of its 7.75% Senior Notes due 2026 (the “Notes”) pursuant to a Note Purchase Agreement (the “Purchase Agreement”), by and among the Company, the Parent, as guarantor, and the purchasers named therein (the “Purchasers”), whereby the Company agreed to sell to the Purchasers and the Purchasers agreed to purchase from the Company, subject to and upon the terms and conditions set forth in the Purchase Agreement, the Notes. The Company expects to use the net proceeds of this offering to redeem the Parent’s outstanding $70.75 million aggregate principal amount of 8.00% senior unsecured notes due April 2023 and use any remaining proceeds from this offering for general corporate purposes.
The Notes were offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered only to persons reasonably believed to be “qualified institutional buyers” under Rule 144A and institutional accredited investors under Rule 501(a)(1), (2), (3) or (7). The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
|Item 9.01||Financial Statements and Exhibits.|
|4.1||In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments with respect to long-term debt of the registrant have been omitted but will be furnished to the Securities and Exchange Commission upon request.|
|104||Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline ABRL document.|
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.
|ARBOR REALTY TRUST, INC.|
|By:||/s/ Paul Elenio|
|Title:||Chief Financial Officer|
Date: March 17, 2023