Arbor Realty Trust Inc.
07/09/2025 | Press release | Distributed by Public on 07/09/2025 14:17
Material Agreement, Financial Obligation (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
On July 9, 2025, Arbor Realty SR, Inc., a Maryland corporation (the "Issuer") and a subsidiary of Arbor Realty Trust, Inc., a Maryland corporation (the "Parent"), completed the issuance and sale of $500 million aggregate principal amount of its 7.875% Senior Notes due 2030 (the "Notes"). The Notes were issued under an indenture, dated as of July 9, 2025 (the "Indenture"), among the Issuer, the Parent and UMB Bank, N.A., as trustee (the "Trustee"). The Issuer intends to use a portion of the net proceeds from the sale of the Notes to refinance, redeem or otherwise repay the Parent's remaining outstanding 7.50% Convertible Notes due 2025 and use any remaining proceeds from the sale of the Notes for general corporate purposes.
The Notes are the senior, unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior, unsecured basis by the Parent. The Notes bear interest at a rate equal to 7.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2026 and will mature on July 15, 2030, unless earlier redeemed or repurchased.
Prior to January 15, 2030, the Issuer may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable "make-whole" premium as of, and accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption. On and after January 15, 2030, the Issuer may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption. In addition, prior to January 15, 2030, the Issuer may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a price equal to 107.875% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable date of redemption.
The Indenture, among other things, requires the Parent to maintain a consolidated unencumbered asset ratio, limits the ability of the Parent and its subsidiaries to incur additional indebtedness and restricts the Issuer and the Parent's ability to transfer all or substantially all of their respective assets or merge into or consolidate with any person. These covenants are subject to a number of important qualifications and limitations. Certain of these covenants will automatically and permanently terminate and will be of no force or effect on and after the Covenant Termination Date (as defined in the Indenture).
In addition, if a Change of Control Triggering Event (as defined in the Indenture) occurs, the Issuer will be required to offer to purchase all of the outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable date of purchase.
The Indenture also provides for customary events of default, including payment defaults, breaches of covenants following any applicable cure period, cross acceleration of certain debt and certain events relating to bankruptcy and insolvency.
The Notes and related guarantee were offered and sold in a private offering that was 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 outside the United States to non-United States persons in compliance with Regulation S under the Securities Act. The Notes and the related guarantee have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. Unless so registered, the Notes and the related guarantee 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.
Copies of the Indenture and the form of the Notes are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference. The foregoing summaries do not purport to be complete and are qualified in their entirety by reference to the Indenture and the form of the Notes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference into this Item 2.03.
Arbor Realty Trust Inc. published this content on July 09, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on July 09, 2025 at 20:17 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io