Arbor Realty Trust, Inc. announces the price of an increased offering of $250 million of 7.50% convertible senior debentures due 2025
UNIONDALE, NY, Aug. 02, 2022 (GLOBE NEWSWIRE) — Arbor Realty Trust, Inc. (the “Company”) (NYSE: ABR) today announced pricing of its increased offering of $250 million in aggregate principal amount of its 7.50 % known. Senior convertible debentures due 2025 (the “Debentures”) in a private placement to qualified institutional purchasers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering has been increased from the previously announced $200 million aggregate principal amount of the Notes. The sale of the Notes to the original purchasers is expected to close on or about August 5, 2022, subject to customary closing conditions. The Company also granted the original purchasers of the Notes a 13-day option to purchase the Notes for an aggregate principal amount of up to $37.5 million on the same terms.
The Notes are senior, unsecured notes of the Company and will bear interest at a rate of 7.50% per annum, are payable semi-annually in arrears on February 1 and August 1 of each year beginning February 1, 2023 and will expire on August due 1, 2025 unless converted or redeemed earlier. The Company does not have the right to redeem the Notes prior to maturity. The debentures are convertible into cash, common stock, or a combination thereof, at the Company’s sole discretion, subject to certain conditions. The exchange rate initially equates to 59.8480 common shares of the Company for each $1,000 par value of the Notes, representing an initial exchange price of approximately $16.71 per common share, representing an exchange premium of approximately 10.00% based on the closing price of the Company’s common shares of $15.19 per share on August 2, 2022.
The Company intends to use the net proceeds from the Offering to repurchase a portion of its outstanding 4.75% Convertible Senior Notes due 2022 in privately negotiated transactions that may be executed by any of the original purchasers or its affiliate acting as agent for the Company, and use any remaining proceeds from the offering for general corporate purposes.
The offering and sale of the Notes and the Company’s common stock, if any, issued upon conversion of the Notes have not been and will not be registered under the Securities Act or other state securities laws and, if unregistered, the Notes and such interests may not be offered or sold in the United States or to US persons except in an exemption from the registration requirements of the Securities Act and applicable state securities laws, or in a non-registration transaction subject.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor does it constitute an offer or solicitation of an offer to sell any securities in any jurisdiction in which such an offer, solicitation or such sale is unlawful.
About Arbor Realty Trust, Inc.
Arbor Realty Trust, Inc. (NYSE: ABR) is a nationwide real estate investment trust and direct lender that provides loan origination and servicing for multifamily, single family home (SFR) and other miscellaneous commercial property portfolios. Headquartered in New York, Arbor manages a multi-billion dollar portfolio of services and specializes in government-sponsored enterprise products. Arbor is a leading Fannie Mae DUS® lender, Freddie Mac Optigo® vendor/service provider, and an FHA-approved Multifamily Accelerated Processing (MAP) lender. Arbor’s product platform also includes bridge, CMBS, mezzanine and preferred equity loans. Rated by Standard and Poor’s and Fitch Ratings, Arbor strives to continue building on its reputation for service, quality and tailored solutions with an unparalleled commitment to providing our clients with excellence throughout the life of a loan.
Safe Harbor Declaration
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, including, but not limited to, statements relating to the Company’s expectations regarding the expected closing date and the estimated Use of the Net Proceeds from the Offering. 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. The company cannot guarantee that its expectations will be met. Factors that could cause actual results to differ materially from the Company’s expectations include, among others, risks and uncertainties related to the closing of the Offering on expected terms or generally market conditions, the satisfaction of customary closing conditions related to the supply, changes in economic conditions in general and real estate markets in particular, particularly due to the uncertainties caused by the COVID-19 pandemic, the continued ability to attract new investments, changes in interest rates and/or credit spreads and other risks discussed in the annual report the Company’s Form 10-K for the year ended December 31, 2021 and its other reports filed with the Securities and Exchange Commission. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any such statements are based.
Arbor Realty Trust, Inc.
Paul Elenio, Chief Financial Officer