Unassociated Document
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) June 26, 2008 (June 26,
2008)
_______________________
Arbor
Realty Trust, Inc.
____________________________________________________
(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
____________________________________________________
(Address
of principal executive offices) (Zip Code)
(516)
832-8002
____________________________________________________
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Arbor
Realty Trust, Inc.
Current
Report on Form 8-K
Item
8.01 Other Events.
On
June
26, 2008, AR Prime Holdings LLC (“AR Prime”), an entity of which Arbor Realty
Trust, Inc. (the “Company”) owns two thirds of the membership interests, entered
into a contribution agreement pursuant to which it agreed to transfer its
interest in Prime Outlets Acquisition Company LLC (“POAC”), in exchange for
preferred and common operating partnership units of Lightstone Value Plus REIT
L.P., the operating partnership of Lightstone Value Plus Real Estate Investment
Trust, Inc. The preferred operating partnership units will be entitled to a
return of approximately 4.6% per annum. Pursuant to the contribution agreement,
the deadline for the consummation of the exchange transaction is June 26, 2009.
Through
its interest in AR Prime, the Company will transfer 16.67% of its 24.17%
interest in POAC, valued at approximately $37 million, pursuant to the
contribution transaction. Upon the closing of the contribution transaction,
the
Company will retain a 7.5% interest in POAC.
Concurrently
with the execution of the contribution agreement, Lightstone Value Plus Real
Estate Investment Trust, Inc. made a loan to AR Prime, of which the Company’s
allocable portion is $33 million. This loan has an eight-year term and bears
interest at 4.0% per annum. The loan is initially secured by the AR Prime’s
interest in POAC. Upon the closing of the contribution transaction, the loan
will be secured by AR Prime’s preferred and common operating partnership units
in Lightstone Value Plus REIT L.P. Lightstone Value Plus REIT L.P. may redeem
these preferred operating partnership units for cash at any time after the
fifth
anniversary of the execution of the contribution agreement. In that event,
the
loan to AR Prime would become due and payable. The Company intends to use the
net proceeds from this loan to pay down a portion of its outstanding
indebtedness, fund future investments and for general corporate
purposes.
A
related
tax agreement provides for deferral of taxes on the transaction for an estimated
period of five years, subject to certain carve out provisions.
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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ARBOR
REALTY TRUST, INC.
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| Dated: June
26, 2008 |
By: |
/s/ Paul
Elenio |
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Name: Paul
Elenio |
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Title: Chief
Financial Officer
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