ABR » Topics » Preferred Stock

This excerpt taken from the ABR 10-K filed Mar 9, 2010.
Preferred Stock
 
Concurrent with the formation of the Company, ACM contributed a portfolio of structured finance investments and related debt to ARLP, the operating partnership of the Company, in exchange for 3,146,724 units of limited partnership interest in ARLP and warrants to purchase an additional 629,345 operating partnership units which were exercised in 2004. Concurrently, the Company, ARLP and ACM entered into a pairing agreement. Pursuant to the pairing agreement, each operating partnership unit issued to ACM and issuable to ACM upon the subsequent exercise of its warrants for additional operating partnership units was paired with one share of the Company’s special voting preferred stock. Each share of special voting preferred stock entitled the holder to one vote on all matters submitted to a vote of the Company’s stockholders. In June 2008, ACM exercised its right to redeem its 3,776,069 OP units in the Company’s operating partnership for shares of the Company’s common stock on a one-for-one basis. As a result, the special voting preferred shares paired with each OP unit, pursuant to a pairing agreement, were simultaneously redeemed and cancelled by the Company. At December 31, 2009 and 2008, the Company had no preferred shares or OP units outstanding.
 
These excerpts taken from the ABR 10-K filed Mar 9, 2009.
Preferred Stock
 
Concurrent with the formation of the Company, ACM contributed a portfolio of structured finance investments and related debt to ARLP, the operating partnership of the Company, in exchange for 3,146,724 units of limited partnership interest in ARLP and warrants to purchase an additional 629,345 operating partnership units which were exercised in 2004. Concurrently, the Company, ARLP and ACM entered into a pairing agreement. Pursuant to the pairing agreement, each operating partnership unit issued to ACM and issuable to ACM upon the subsequent exercise of its warrants for additional operating partnership units was paired with one share of the Company’s special voting preferred stock. Each share of special voting preferred stock entitled the holder to one vote on all matters submitted to a vote of the Company’s stockholders. As of December 31, 2007, the Company had 3,776,069 shares issued and outstanding.
 
In June 2008, ACM exercised its right to redeem its 3,776,069 OP units in the Company’s operating partnership for shares of the Company’s common stock on a one-for-one basis. As a result, the special voting preferred shares paired with each OP unit, pursuant to a pairing agreement, were simultaneously redeemed and cancelled by the Company. At December 31, 2008, the Company had no preferred shares or OP units outstanding.
 
Preferred
Stock



 



Concurrent with the formation of the Company, ACM contributed a
portfolio of structured finance investments and related debt to
ARLP, the operating partnership of the Company, in exchange for
3,146,724 units of limited partnership interest in ARLP and
warrants to purchase an additional 629,345 operating partnership
units which were exercised in 2004. Concurrently, the Company,
ARLP and ACM entered into a pairing agreement. Pursuant to the
pairing agreement, each operating partnership unit issued to ACM
and issuable to ACM upon the subsequent exercise of its warrants
for additional operating partnership units was paired with one
share of the Company’s special voting preferred stock. Each
share of special voting preferred stock entitled the holder to
one vote on all matters submitted to a vote of the
Company’s stockholders. As of December 31, 2007, the
Company had 3,776,069 shares issued and outstanding.


 



In June 2008, ACM exercised its right to redeem its 3,776,069 OP
units in the Company’s operating partnership for shares of
the Company’s common stock on a
one-for-one
basis. As a result, the special voting preferred shares paired
with each OP unit, pursuant to a pairing agreement, were
simultaneously redeemed and cancelled by the Company. At
December 31, 2008, the Company had no preferred shares or
OP units outstanding.


 




This excerpt taken from the ABR 10-K filed Feb 28, 2007.
Preferred Stock
 
Concurrent with the formation of the Company, ACM contributed a portfolio of structured finance investments and related debt to ARLP, the operating partnership of the Company, in exchange for 3,146,724 units of limited partnership interest in ARLP and warrants to purchase an additional 629,345 operating partnership units. Concurrently, the Company, ARLP and ACM entered into a pairing agreement. Pursuant to the pairing agreement, each operating partnership unit issued to ACM and issuable to ACM upon exercise of its warrants for additional operating partnership units in connection with the contribution of initial assets was paired with one share of the Company’s special voting preferred stock. The preferred stock was issued to ACM by the Company in exchange for a capital contribution in the amount of $31,467. Each share of special voting preferred stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. A holder of special voting preferred stock will not be entitled to any regular or special dividend payments or other distributions, other than a $0.01 per share liquidation preference. The Company has classified and designated 5,000,000 shares of its 100,000,000 authorized shares of preferred stock as special voting preferred stock. In 2004, ACM exercised 629,345 warrants in exchange for operating partnership units resulting in the issuance of 629,345 shares of preferred stock. As of December 31, 2006 and 2005, the Company had 3,776,069 shares issued and outstanding.


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Table of Contents

 
ARBOR REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31, 2006

 
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