Arbor Realty Trust (NYSE:ABR) priced an upsized private offering of $325 million 6.25% Convertible Senior Notes due 2029 to qualified institutional buyers under Rule 144A, with a $50 million option for additional notes.
Arbor plans to repurchase about $114.3 million of stock and redeem $270 million of 4.50% notes due 2026, and may issue shares upon note conversion at an initial price of about $6.10 per share.
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Positive
Upsized convertible notes offering to $325 million with $50 million option
Funds earmarked to redeem $270 million of 4.50% notes due 2026
Planned common stock repurchases totaling about $114.3 million
Prepaid forward initially referencing about 18.9 million common shares
Initial conversion premium of about 12.5% over $5.42 share price
Negative
New debt bears a 6.25% annual interest rate through 2029
Convertible feature may lead to equity dilution at about $6.10 per share
Company cannot redeem the notes before the July 1, 2029 maturity
Hedging and short positions linked to the notes may increase ABR stock volatility
News Market Reaction – ABR
-1.11%
1 alert
-1.11%Session close to close
$1.04BMarket Cap
0.0xRel. Volume
In the Jul 1 session, ABR declined 1.11%, reflecting a mild negative market reaction.
This announcement details a $325 million convertible notes deal funding buybacks and redeeming $270 ...
Analysis
This announcement details a $325 million convertible notes deal funding buybacks and redeeming $270 million of 2026 notes. Prior offerings saw modest weakness; key risks are future dilution and hedge-related trading dynamics around the new securities.
Key Figures
Convertible notes size:$325 millionInitial offering size:$300 millionOverallotment option:$50 million+5 more
8 metrics
Convertible notes size$325 millionUpsized 6.25% Convertible Senior Notes due 2029
Initial offering size$300 millionPreviously announced base size of the notes offering
Overallotment option$50 million13-day option for additional notes on same terms
Coupon rate6.25% per annumInterest on Convertible Senior Notes, payable semiannually
Conversion rate164.0016 shares per $1,000Initial conversion rate for common stock into notes
Initial conversion price$6.10 per shareRepresents 12.5% premium to $5.42 closing price on Jun 30, 2026
Private 2028 senior notes to refinance remaining 2026 notes and liabilities.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Past offering-related news for ABR has been followed by modest share price declines.
Key Terms
convertible senior notes, rule 144a, prepaid forward, fundamental change, +1 more
5 terms
convertible senior notesfinancial
"announced the pricing of its upsized offering of $325 million aggregate principal amount of its 6.25% Convertible Senior Notes due 2029"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
rule 144aregulatory
"in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
prepaid forwardfinancial
"entered into a prepaid forward stock repurchase transaction (the “prepaid forward”)"
A prepaid forward is a contract where an owner receives cash now in exchange for agreeing to deliver shares or other securities at a later date, like getting an advance loan secured by a future delivery of goods. Investors care because it provides immediate liquidity without an outright sale, can change when taxes or voting rights apply, and may affect future share supply and market price when the securities are eventually delivered.
fundamental changeregulatory
"If a “fundamental change” (as defined in the indenture for the Notes) occurs, then"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
senior notesfinancial
"to redeem in full the Company’s outstanding $270 million of 4.50% Senior Notes due September 1, 2026"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
UNIONDALE, N.Y., June 30, 2026 (GLOBE NEWSWIRE) -- Arbor Realty Trust, Inc. (“Arbor” or the “Company”) (NYSE: ABR) today announced the pricing of its upsized offering of $325 million aggregate principal amount of its 6.25% Convertible Senior Notes due 2029 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The aggregate principal amount of the offering was increased from the previously announced offering of $300 million aggregate principal amount of Notes. The sale of the Notes to the initial purchasers is expected to settle on or about July 6, 2026, subject to customary closing conditions. The Company also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $50 million aggregate principal amount of the Notes on the same terms and conditions.
The Notes will be senior, unsecured obligations of the Company and will accrue interest at a rate equal to 6.25% per annum, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027 and will mature on July 1, 2029, unless earlier converted or repurchased. The Company will not have the right to redeem the Notes prior to maturity. Prior to April 1, 2029, the Notes will be convertible only under certain circumstances. On or after April 1, 2029, holders may convert their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding July 1, 2029. Upon conversion, the Company will settle the Notes by paying cash and, if applicable, delivering shares of the Company’s common stock, at the Company’s sole election. The conversion rate will initially equal 164.0016 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $6.10 per share of common stock, representing an approximate 12.5% conversion premium based on the closing price of the Company’s common stock of $5.42 per share on June 30, 2026.
If a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, noteholders may require the Company to repurchase their Notes for cash. The repurchase price will be equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The Company intends to use the gross proceeds from the offering of $325 million, or $375 million if the initial purchasers fully exercise their option to purchase additional Notes, before deducting the initial purchasers’ discounts and commissions and offering expenses to (i) use approximately $11.6 million to repurchase 2.1 million shares of its common stock concurrently with the pricing of this offering in privately negotiated transactions through one of the initial purchasers or its affiliate, as its agent; (ii) repurchase approximately $102.7 million of shares of its common stock pursuant to the prepaid forward transaction described below; (iii) use a portion of the proceeds, together with cash on hand, to redeem in full the Company’s outstanding $270 million of 4.50% Senior Notes due September 1, 2026 at par plus accrued and unpaid interest; and (iv) use any remaining proceeds from the offering for general corporate purposes.
In connection with the pricing of the Notes, the Company entered into a prepaid forward stock repurchase transaction (the “prepaid forward”). Pursuant to the prepaid forward, the Company will repurchase an aggregate of approximately $102.7 million of shares of the Company’s common stock through a privately negotiated prepaid forward with one of the initial purchasers or its affiliates (the “forward counterparty”). The initial aggregate number of shares of the Company’s common stock underlying the prepaid forward is approximately 18.9 million shares. In the event that the Company pays any cash dividends on its common stock, the forward counterparty will pay an equivalent amount to the Company. The prepaid forward is generally intended to facilitate privately negotiated derivative transactions, including swaps, between the forward counterparty and/or its affiliates and certain investors in the Notes relating to shares of the Company’s common stock by which such investors in the Notes will establish short positions relating to shares of the Company’s common stock and otherwise hedge their investments in the Notes. As a result, the prepaid forward is expected to allow such investors to establish short positions that generally correspond to (but may be greater than) commercially reasonable initial hedges of their investment in the Notes. In the event of such greater initial hedges, investors may offset such greater portion by purchasing shares of the Company’s common stock on the day the Company prices the Notes. Facilitating investors’ hedge positions by entering into the prepaid forward, particularly if investors purchase shares of the Company’s common stock on the pricing date, could increase (or reduce the size of any decrease in) the market price of shares of the Company’s common stock and effectively raise the initial conversion price of the Notes. In connection with establishing their initial hedges of the prepaid forward, the forward counterparty or its affiliates generally expect to, but are not required to, enter into one or more derivative transactions with respect to shares of the Company’s common stock with the investors of the Notes concurrently with or after the pricing of the Notes.
The Company’s concurrent repurchases of shares of its common stock, the entry into the prepaid forward with the forward counterparty and the entry by the forward counterparty into derivative transactions in respect of the Company’s common stock with the investors of the Notes could have the effect of increasing (or reducing the size of any decrease in) the market price of the Company’s common stock concurrently with, or shortly after, the pricing of the Notes and effectively raising the initial conversion price of the Notes.
Neither the Company nor the forward counterparty will control how investors of the Notes may use such derivative transactions. In addition, such investors may enter into other transactions relating to the Company’s common stock or the Notes in connection with or in addition to such derivative transactions, including the purchase or sale of shares of the Company’s common stock. As a result, the existence of the prepaid forward, such derivative transactions and any related market activity could cause more purchases or sales of the Company’s common stock over the terms of the prepaid forward than there otherwise would have been had the Company not entered into the prepaid forward. Such purchases or sales could potentially increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of the Company’s common stock and/or the price of the Notes.
In addition, the forward counterparty and/or its affiliates may modify their hedge positions by entering into or unwinding one or more derivative transactions with respect to shares of the Company’s common stock and/or purchasing or selling shares of the Company’s common stock or other securities of the Company in secondary market transactions at any time following the pricing of the Notes and prior to the maturity of the Notes. These activities could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Notes, which could affect the ability of noteholders to convert the Notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.
The offer and sale of the Notes and the shares of the Company’s common stock, if any, issuable upon conversion of the Notes have not been and will not be registered under the Securities Act or any state securities laws, and, unless so registered, the Notes and such shares may not be offered or sold in the United States or to U.S. persons 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.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, or the solicitation of any sale, of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
About Arbor Realty Trust, Inc.
Arbor Realty Trust, Inc. (NYSE: ABR) is a nationwide real estate investment trust and direct lender, providing loan origination and servicing for multifamily, single-family rental (SFR) portfolios, and other diverse commercial real estate assets. Headquartered in New York, Arbor manages a multibillion-dollar servicing portfolio, specializing in government-sponsored enterprise products. Arbor is a leading Fannie Mae DUS® lender, Freddie Mac Optigo® Seller/Servicer, and an approved FHA 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 is committed to building on its reputation for service, quality, and customized solutions with an unparalleled dedication to providing our clients excellence over the entire life of a loan.
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. The Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, changes in economic conditions generally, and the real estate markets specifically, continued ability to source new investments, changes in interest rates and/or credit spreads, and other risks detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 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 publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based.
Contact: Arbor Realty Trust, Inc. Investor Relations 516-506-4200 InvestorRelations@arbor.com
FAQ
What did Arbor Realty Trust (NYSE:ABR) announce about its 2029 convertible notes offering?
Arbor Realty Trust priced a private offering of $325 million 6.25% Convertible Senior Notes due 2029. According to Arbor, the notes were upsized from $300 million and include a 13-day option for $50 million of additional notes on the same terms.
What are the key terms of Arbor Realty Trust’s 6.25% Convertible Senior Notes due 2029 (ABR)?
The notes carry 6.25% annual interest, payable semiannually, and mature July 1, 2029. According to Arbor, the initial conversion rate is 164.0016 shares per $1,000, implying an initial conversion price of about $6.10 per ABR share, a 12.5% premium.
How will Arbor Realty Trust (ABR) use the proceeds from the $325 million convertible notes offering?
Arbor plans to use proceeds for stock repurchases and debt redemption. According to Arbor, about $11.6 million will repurchase 2.1 million shares, roughly $102.7 million funds a prepaid forward, and remaining funds plus cash redeem $270 million 4.50% notes due 2026.
What is the prepaid forward stock repurchase in Arbor Realty Trust’s 2029 convertible notes deal?
Arbor entered a prepaid forward to repurchase about $102.7 million of common shares. According to Arbor, the initial aggregate number of shares referenced is approximately 18.9 million, and the structure is intended to facilitate investors’ hedge positions related to the new notes.
How could Arbor Realty Trust’s 2029 convertible notes and hedging activity affect ABR stock?
Related share repurchases and hedging transactions may influence ABR’s trading price. According to Arbor, investor hedges, the prepaid forward, and derivative trades could increase or decrease, or limit changes in, the market price of Arbor’s common stock and the notes.
Will Arbor Realty Trust redeem its existing 4.50% Senior Notes due 2026 with this offering?
Arbor intends to redeem its $270 million 4.50% Senior Notes due September 1, 2026 at par plus accrued interest. According to Arbor, proceeds from the 6.25% Convertible Senior Notes, combined with cash on hand, will fund this planned redemption.
When can investors convert Arbor Realty Trust’s 6.25% Convertible Senior Notes due 2029 (ABR)?
Before April 1, 2029, conversion is allowed only under specified conditions. According to Arbor, from April 1, 2029 until two trading days before July 1, 2029, holders may convert at any time, with settlement in cash and possibly ABR shares at Arbor’s election.
