Current Report Filing (8-k)
2022年11月5日 - 5:50AM
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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): November 4, 2022
Arbor Realty Trust, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
maryland
(STATE OF INCORPORATION)
001-32136 |
20-0057959 |
(COMMISSION FILE NUMBER) |
(IRS EMPLOYER ID. NUMBER) |
333
Earle Ovington Boulevard,
Suite 900 |
|
Uniondale, New York |
11553 |
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
(ZIP CODE) |
(516)
506-4200
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbols |
|
Name
of each exchange on which registered |
Common Stock, par value $0.01 per share |
|
ABR |
|
New
York Stock Exchange |
Preferred Stock, 6.375% Series D Cumulative Redeemable, par value $0.01 per share |
|
ABR-PD |
|
New
York Stock Exchange |
Preferred Stock, 6.25% Series E Cumulative Redeemable, par value $0.01 per share |
|
ABR-PE |
|
New
York Stock Exchange |
Preferred Stock, 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable, par value $0.01 per share |
|
ABR-PF |
|
New
York Stock Exchange |
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).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
On November 4, 2022, Arbor Realty Trust, Inc., a Maryland corporation
(the “Company”), entered into the Equity Distribution Agreement, dated November 4, 2022 (the “Equity Distribution Agreement”),
with Arbor Realty Limited Partnership, a Delaware limited partnership (“ARLP”), and JMP Securities LLC, as sales agent (the
“Sales Agent”). In accordance with the terms of the Equity Distribution Agreement, the Company may offer and sell up to 25,000,000
shares (the “Securities”) of its common stock, par value $0.01 per share (the “Common Stock”), from time to time
in “at the market offerings” under the Company’s automatic shelf registration statement on Form S-3 (No. 333-242377).
The Company filed a prospectus supplement, dated November 4, 2022, with the Securities and Exchange Commission in connection with the
offer, issuance and sale of the Securities.
The sales of the Securities, if any, will be made through the Sales
Agent acting as sales agent for the Company or directly to the Sales Agent acting as principal. Such sales, if any, under the Equity Distribution
Agreement may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined
in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, the existing
trading market for the Common Stock.
This Current Report on Form 8-K shall not constitute an offer to sell
or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other 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 other jurisdiction.
A copy of the Equity Distribution Agreement is filed as Exhibit 1.1
hereto and is incorporated herein by reference. The legal opinion of Venable LLP relating to the legality of the Securities is attached
as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
|
ARBOR REALTY TRUST, INC. |
|
|
|
By: |
/s/ Paul Elenio |
|
Name: |
Paul Elenio |
|
Title: |
Chief Financial Officer |
|
|
Date: November 4, 2022 |
|
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