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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
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CBRE REALTY FINANCE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
12498B307
(CUSIP Number)
WALTER HORN
GENERAL COUNSEL
ARBOR REALTY TRUST. INC.
333 EARLE OVINGTON BLVD., SUITE 900
UNIONDALE, NEW YORK 11553
(516) 832-8002
(Name, address and telephone number of person authorized
to receive notices and communications)
NOVEMBER 12, 2007
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act. (However, see the
Notes.)
(CONTINUED ON FOLLOWING PAGES)
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CUSIP No. 12498B307 (PAGE 2 OF 10)
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1 NAME OF REPORTING PERSON Arbor Realty Trust, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS: WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
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6 CITIZENSHIP OR PLACE OF ORGANIZATION: Maryland
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7 NUMBER OF SOLE VOTING POWER: 2,900,756
----- SHARES ------------------------------------------------------------
8 BENEFICIALLY SHARED VOTING POWER: 0
----- OWNED BY ------------------------------------------------------------
9 EACH SOLE DISPOSITIVE POWER: 2,900,756
----- REPORTING ------------------------------------------------------------
10 PERSON WITH: SHARED DISPOSITIVE POWER: 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 2,900,756
PERSON:
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN 9.4%
ROW (11):
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14 TYPE OF REPORTING PERSON: CO
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(CONTINUED ON FOLLOWING PAGES)
CUSIP No. 12498B307 (PAGE 3 OF 10)
ITEM 1 SECURITY AND ISSUER
This statement on Schedule 13D relates to the common stock, par value $0.01
per share (the "Common Stock"), of CBRE Realty Finance, Inc., a Maryland
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 185 Asylum Street, 37th Floor, Hartford, Connecticut 06103.
ITEM 2 IDENTITY AND BACKGROUND
Arbor Realty Trust, Inc., a Maryland corporation ("Arbor Realty"), is a
specialized real estate finance company which invests in a diversified portfolio
of structured finance assets in the multi-family and commercial real estate
markets. Arbor Realty's principal executive offices are located at 333 Earle
Ovington Boulevard, Suite 900 Uniondale, New York 11553.
The name, principal occupation or employment and citizenship of each
director and executive officer of Arbor Realty is listed on Schedule A to this
Schedule 13D and is incorporated by reference herein.
During the last five years neither Arbor Realty nor, to the best knowledge
of Arbor Realty, any of the present directors or executive officers of Arbor
Realty (a) has been convicted in any criminal proceeding or (b) has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding is or was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Arbor Realty used its working capital to purchase the 2,900,756 shares of
Common Stock reported on this Schedule 13D. The aggregate cost of purchasing
such shares (including brokerage commissions, if any) was $16,471,599. Arbor
Realty may utilize margin credit from time to time with respect to the Common
Stock, subject to applicable federal margin regulations, stock exchange rules
and the applicable brokerage firm's credit policies.
To the best knowledge of Arbor Realty, this Item 3 is not applicable to any
of the directors or executive officers of Arbor Realty because none of them has
purchased, or intends to purchase, any shares of Common Stock.
CUSIP No. 12498B307 (PAGE 4 OF 10)
ITEM 4. PURPOSE OF TRANSACTION
On August 14, 2007, Ivan Kaufman, the Chief Executive Officer of Arbor
Realty, met with Ray Wirta, the Executive Chairman of the Board of the Issuer,
wherein Mr. Kaufman indicated that he may be interested in pursuing a business
combination of Arbor Realty and the Issuer. Subsequent to that meeting, Mr.
Kaufman sent Mr. Wirta a letter, dated August 23, 2007, a copy of which is being
filed as Exhibit 1 hereto and is incorporated in this Item 4 by reference, in
which Arbor Realty proposed to acquire each outstanding share of Common Stock
for consideration of $8. This proposal was a non-binding offer which expired on
August 31, 2007. Prior to the expiration of Arbor Realty's proposed offer, the
Issuer indicated that it was not interested in pursuing Arbor Realty's proposal
and that it intended to remain an independent company.
On September 5, 2007, Mr. Kaufman met with Kenneth J. Witkin, the President
and Chief Executive Officer of the Issuer as of September 4, 2007, wherein Mr.
Witkin indicated that the Issuer was not interested in pursuing a proposal by
Arbor Realty to acquire the outstanding shares of Common Stock.
On November 13, 2007, Mr. Kaufman met with Mr. Witkin to see if the Issuer
would discuss a proposal by Arbor Realty to acquire the outstanding shares of
Common Stock. Mr. Witkin indicated that the Issuer's board of directors would
not consider such a proposal.
On November 23, 2007, Mr. Kaufman called Mr. Witkin to inform him that
Arbor Realty would be filing this Schedule 13D based on its beneficial ownership
of more than 5% of the Common Stock on November 12, 2007 and its purchases from
such date to the date of this filing. Arbor Realty intends to request a waiver
from the Issuer to exceed the 9.8% ownership limit contained in the Issuer's
charter, on the basis that Arbor Realty's ownership of the Common Stock
should not cause the Issuer to violate the "five or fewer" test for a real
estate investment trust (a "REIT") under federal income tax law because Arbor
Realty is qualified as a REIT and satisfies this test.
Arbor Realty intends to review its investment in the Issuer on a continuing
basis and may engage in discussions with management, the Issuer's board of
directors, other shareholders of the Issuer and other relevant parties
concerning the Issuer's business, operations, governance, management, strategy
and future plans. Depending on various factors including, without limitation,
the Issuer's financial position, future actions taken by the Issuer's board of
directors, price levels of the Common Stock, other available investment
opportunities, conditions in the securities market and general economic and
industry conditions, Arbor Realty may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, making another offer to acquire the outstanding shares of
Common Stock, purchasing additional shares of Common Stock in the open market or
in privately-negotiated transactions, selling some or all of the shares of
Common Stock currently beneficially owned it and/or otherwise changing its
intention with respect to any and all matters referred to in Item 4 of Schedule
13D.
CUSIP No. 12498B307 (PAGE 5 OF 10)
Other than as described above, or such as would occur if Arbor Realty
decides to pursue any of the actions described above, Arbor Realty does not have
any plans or proposals which relate to or would result in: (i) the acquisition
by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (ii) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (iii) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (iv) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (v) any material change in the present capitalization or dividend policy
of the Issuer; (vi) any other material change in the Issuer's business or
corporate structure; (vii) changes in the Issuer's charter, by-laws or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (viii) causing a class of
securities of the Issuer to be de-listed from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (x) any action similar to any of those enumerated above.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As of November 23, 2007, Arbor Realty held 2,900,756 shares of
Common Stock, which represents 9.4% of the number of outstanding shares of
Common Stock outstanding on November 13, 2007, as reported by the Issuer in its
Quarterly Report on Form 10-Q filed on November 14, 2007. Arbor Realty has the
sole power to vote, and to dispose of, such shares.
(c) During the sixty (60) days preceding November 12, 2007, the date of the
event requiring the filing of this Schedule 13D, and from such date to the date
of this filing, Arbor Realty (i) purchased shares of Common Stock in various
open market transactions, the terms of which are set forth on Schedule B to this
Schedule 13D, and are incorporated herein by reference, and (ii) purchased
143,800 shares of Common Stock from Arbor Commercial Mortgage, LLC, the external
manager of Arbor Realty, for an aggregate purchase price of $787,314, which
represents the aggregate cost (including brokerage commissions, if any) of Arbor
Commercial Mortgage, LLC to acquire such shares in various open market
transactions in late August 2007.
(d) No person other than Arbor Realty is known to have the right to
receive, or the power to direct the receipt of dividends from, or proceeds from
the sale of, such shares of the Common Stock.
(e) Not applicable.
To the best knowledge of Arbor Realty, this Item 5 is not applicable to any
of the directors or executive officers of Arbor Realty.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships among
Arbor Realty and any of the directors or executive officers of Arbor Realty, or
between any of such persons and any other person, with respect to any securities
of the Issuer.
CUSIP No. 12498B307 (PAGE 6 OF 10)
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Letter, dated August 23, 2007, of Arbor Realty Trust Inc. to
CBRE Realty Finance, Inc.
CUSIP No. 12498B307 (PAGE 7 OF 10)
SIGNATURES
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certifies that the information set forth
in this Statement is true, complete and correct.
Dated: November 23, 2007
ARBOR REALTY TRUST, INC.
By: /s/ Ivan Kaufman
---------------------------------
Name: Ivan Kaufman
Title: Chief Executive Officer
CUSIP No. 12498B307 (PAGE 8 OF 10)
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF ARBOR REALTY TRUST, INC.
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT BUSINESS ADDRESS CITIZENSHIP
---- ------------------------------------------------- --------------------------------------- -----------
Ivan Kaufman Chairman, Chief Executive Officer and President Arbor Realty Trust, Inc. U.S.A.
of Arbor Realty Trust, Inc. ("ART") and Chief 333 Earle Ovington Boulevard, Suite 900
Executive Officer and President of Arbor Uniondale, New York 11553
Commercial Mortgage, LLC ("ACM")*
Joseph Martello Chief Operating Officer of Arbor Management, LLC, Arbor Realty Trust, Inc. U.S.A.
the managing member of ACM 333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Paul Elenio Chief Financial Officer of ART** Arbor Realty Trust, Inc. U.S.A.
333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Mark S. Fogel Senior Vice President - Asset Management of ART Arbor Realty Trust, Inc. U.S.A.
333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Walter K. Horn General Counsel, Director of Compliance, Arbor Realty Trust, Inc. U.S.A.
Secretary and Director of ART** 333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Gene Kilgore Executive Vice President- Arbor Realty Trust, Inc. U.S.A.
Structured Securitization of ART** 333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
John C. Kovarik Chief Credit Officer of ART Arbor Realty Trust, Inc. U.S.A.
333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Fred Weber Executive Vice President- Arbor Realty Trust, Inc.
Structured Finance of ART** 333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
John J. Bishar, Jr. Executive Vice President, General Counsel and KeySpan Corporation U.S.A.
Chief Governance Officer of KeySpan Corporation, One MetroTech Center
a diversified energy delivery company Brooklyn, New York 11201
Archie R. Dykes Director of various corporations, including Arbor Realty Trust, Inc. U.S.A.
PepsiAmericas, Inc., Midas, Inc. and ART 333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
Karen E. Edwards Asset Management Advisors, LLC, an integrated Asset Management Advisors, LLC U.S.A.
wealth management firm 3801 PGA Boulevard, Suite 555
Palm Beach Gardens, Florida 33410
William Helmreich President of Byron Research and Consulting, a Byron Research and Consulting U.S.A.
market research firm specializing in financial 8 Polo Road
research, political polling, legal consulting, Great Neck, New York 11023
and issues relating to food products and
real estate
C. Michael Kojaian Chief Operating Officer of the Kojaian group of Kojaian Ventures, L.L.C. U.S.A.
companies, a national multi-faceted real estate 39400 Woodward Avenue, Suite 250
development, investment and asset management Bloomfield Hills, Michigan 48304
organization
Melvin F. Lazar Partner of Lazar Levine & Felix LLP, a Lazar Levine & Felix LLP, New York U.S.A.
public accounting and business consulting firm Office, The Empire State Building
350 Fifth Avenue, 68th Floor
New York, New York 10118
Kyle A. Permut Director Arbor Realty Trust, Inc. U.S.A.
333 Earle Ovington Boulevard, Suite 900
Uniondale, New York 11553
CUSIP No. 12498B307 (PAGE 9 OF 10)
* As described in Item 2 of this Schedule 13D, ART is a specialized real
estate finance company which invests in a diversified portfolio of
structured finance assets in the multi-family and commercial real estate
markets. ACM is a national commercial real estate finance company which
specializes in debt and equity financing for multi-family and commercial
real estate and also manages and advises ART and its subsidiaries pursuant
to a Management Agreement, amended and restated as of January 19, 2005. The
principal executive offices of ART and ACM are located at 333 Earle
Ovington Boulevard, Suite 900 Uniondale, New York 11553.
** This executive officer of ART is also a member of the Executive Committee
of ACM.
CUSIP No. 12498B307 (PAGE 10 OF 10)
SCHEDULE B
OPEN MARKET PURCHASES OF COMMON STOCK BY ARBOR REALTY FROM 9/13/07 TO 11/21/07
WEIGHTED
AVERAGE
PRICE PER TOTAL
TRADE DATE NO. OF SHARES SHARE ($) COST ($)
---------- ------------- ---------- ---------
9/13/2007 50,000 5.0486 253,937
9/14/2007 75,000 5.0985 384,644
9/17/2007 105,000 5.1570 544,642
9/18/2007 76,200 5.1252 392,833
9/19/2007 25,500 5.3937 138,311
9/20/2007 12,600 5.4571 69,144
9/21/2007 38,200 5.9140 227,069
9/24/2007 93,300 5.9876 562,381
9/25/2007 315,862 5.9995 1,907,657
9/26/2007 152,925 5.9957 923,019
9/27/2007 23,900 5.9963 144,270
9/28/2007 300,000 5.9628 1,800,784
10/19/2007 43,913 5.0446 223,284
10/24/2007 40,424 5.0497 205,750
11/8/2007 9,200 3.7700 34,964
11/9/2007 6,300 3.7981 24,184
11/12/2007 41,532 4.8298 202,285
11/13/2007 116,000 5.2874 617,980
11/14/2007 325,500 5.3659 1,759,626
11/16/2007 121,000 5.8556 713,371
11/19/2007 358,000 5.6548 2,038,739
11/20/2007 317,000 5.8065 1,853,356
11/21/2007 109,600 6.0009 662,081