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) April 24, 2008 (April 23,
2008)
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Arbor
Realty Trust, Inc.
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(Exact
name of registrant as specified in its charter)
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Maryland
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001-32136
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20-0057959
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(State
or other
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
No.)
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incorporation)
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333
Earle Ovington Boulevard, Suite 900 Uniondale, New York 11553
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(Address
of principal executive offices) (Zip Code)
(516)
832-8002
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(Registrant's
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On April
23, 2008, Arbor Realty Trust, Inc. ("Arbor") and CBRE Realty Finance, Inc.
("CBF") issued a joint press release announcing that they have entered
into an agreement (the "Settlement Agreement") ending
the contested election for seats on the board of directors of CBF
(subject to certain terms and conditions) that
was to occur at CBF's
2008 Annual Meeting of Stockholders. A copy of the joint press release
issued by Arbor and CBF announcing the Settlement Agreement is furnished as
Exhibit 99.1 hereto.
Item 9.01 Financial
Statements and Exhibits.
| (d) | Exhibits | |
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Exhibit
Number
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Description
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| 99.1 | Press Release, dated April 23, 2008. |
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.
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Dated: April
24, 2008
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ARBOR
REALTY TRUST, INC.
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By:
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/s/
Paul Elenio
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Name:
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Paul
Elenio
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit Number | ||
| 99.1 | Press Release, dated April 23, 2008. |
Exhibit
99.1
CBRE
REALTY FINANCE, INC. AND
ARBOR
REALTY TRUST, INC. REACH AGREEMENT
Arbor
Withdraws Director Slate
HARTFORD,
Conn. and UNIONDALE, N.Y., April 23, 2008 /PRNewswire-FirstCall via COMTEX News
Network/ -- CBRE Realty Finance, Inc. (NYSE: CBF) (the "Company") and Arbor
Realty Trust, Inc. (NYSE: ABR) today announced that they have reached an
agreement relating to the CBRE Realty Finance 2008 Annual Meeting of
Stockholders.
Under
the terms of the agreement, Arbor has withdrawn its nomination of a slate of
directors for election at the CBRE Realty Finance 2008 Annual Meeting of
Stockholders and will not initiate any proxy solicitation. Arbor has
also agreed to vote all shares which it is entitled to vote in support of all of
the CBRE Realty Finance Board’s director nominees at the 2008 Annual
Meeting. Arbor also has agreed to abide by certain standstill
provisions for the next 12 months.
CBRE
Realty Finance has agreed that, if its Board during the next 12 months begins a
process of seeking proposals for the acquisition of all or substantially all of
the common stock or assets of the Company, Arbor will be afforded the
opportunity to participate in such a process. CBRE Realty Finance is
not required to run any process of this type, and there is no assurance that it
will.
Kenneth
J. Witkin, President and Chief Executive Officer of CBRE Realty Finance, said,
“We are pleased to have reached this agreement with Arbor and believe this
outcome is in the best interests of our Company and all of our
stockholders. Our Board and management team remain focused on
improving the Company’s operations and financial
performance. Furthermore, our Board continues to actively work with
our financial advisor to identify and evaluate a range of strategic and
operational initiatives to enhance stockholder value.”
“We
are pleased that Arbor and CBRE Realty Finance have resolved our differences and
that there will be no contested election at the CBRE Realty Finance stockholder
meeting this year,” said Ivan Kaufman,
Chairman,
President and Chief Executive Officer of Arbor. “It was always
Arbor’s objective to sit down with CBRE Realty Finance and try to work out a
mutual deal and Arbor believes this puts it in a good position to accomplish
this, avoiding a lengthy, adversarial and expensive proxy
contest. This also allows the management teams of each company to
concentrate on their businesses and focus on increasing stockholder
value.”
The
Company plans to file with the SEC and mail to its stockholders a definitive
proxy statement (the "2008 Proxy Statement") relating to its 2008 annual meeting
of stockholders, which has not yet been scheduled. The Company, its
directors and certain of its officers may be deemed, under the SEC's rules, to
be participants in a solicitation of proxies from its stockholders in connection
with the 2008 annual meeting of stockholders. Information regarding those
directors and officers and their respective interests is set forth in the
Schedule 14A filed by the Company with the SEC on February 4, 2008. Investors
should read the 2008 Proxy Statement when it becomes available because it will
contain important information. Investors can obtain the Schedule 14A and, after
it is filed, will be able to obtain the 2008 Proxy Statement for free at the
SEC's website at www.sec.gov and
the Company's
website at www.cbrerealtyfinance.com.
About
CBRE Realty Finance, Inc.
CBRE
Realty Finance, Inc. is a commercial real estate specialty finance company
primarily focused on originating, acquiring, investing in, financing and
managing a diversified portfolio of commercial real estate-related loans and
securities. CBRE Realty Finance has elected to qualify to be taxed as a real
estate investment trust, or REIT, for federal income tax purposes. CBRE Realty
Finance is externally managed and advised by CBRE Realty Finance Management,
LLC, an indirect subsidiary of CB Richard Ellis Group, Inc. and a direct
subsidiary of CBRE/Melody & Company. For more information on the Company,
please visit the Company's website at http://www.cbrerealtyfinance.com.
Forward-Looking
Information
This
press release contains forward-looking statements based upon the Company's
beliefs, assumptions and expectations of its future performance, taking into
account all information currently available. These beliefs, assumptions and
expectations can change as a result of many possible events or factors, not all
of which are known to the Company or are within its control. If a change occurs,
the Company's business, financial condition, liquidity and results of operations
may vary materially from those expressed in its forward-looking statements. The
factors that could cause actual results to vary from the Company's
forward-looking statements include the Company's future operating results, its
business operations and prospects, general volatility of the securities market
in which the Company invests and the market prices of its common stock, the
Company's ability to begin making investments in the future, availability, terms
and development of short-term and long-term capital, availability of qualified
personnel, changes in the industry, interest rates, the debt securities, credit
and capital markets, the general economy or the commercial finance and real
estate markets specifically, performance and financial condition of borrowers
and corporate customers, increased prepayments of the mortgage and other loans
underlying the Company's investments, the status of the class action lawsuit and
any future litigation that may arise, the ultimate proceeds of the EOP assets
that underlie the Company's $40 million mezzanine investment and resolution of
the Company's $42.8 million B-note investment, and other factors, which are
beyond the Company's control. The Company undertakes no obligation to publicly
update or revise any of the forward-looking statements. For further information,
please refer to the Company's filings with the Securities and Exchange
Commission.
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, 2007 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.
AT
CBRE REALTY FINANCE:
Michael
Angerthal
Chief
Financial Officer
(860)
275-6222
michael.angerthal@cbrerealtyfinance.com
| AT ARBOR REALTY TRUST: | |
| Paul Elenio (Investors) | Bonnie Habyan (Media) |
| Chief Financial Officer | SVP of Marketing |
| (516) 832-7422 | (516) 229-6615 |
| pelenio@arbor.com | bhabyan@arbor.com |
| Stephanie Carrington (Investors) | |
| The Ruth Group | |
| (646) 536-7017 | |
| scarrington@theruthgroup.com | |
SOURCE CBRE Realty Finance, Inc.;
Arbor Realty Trust, Inc.
http://www.cbrerealtyfinance.com
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