Arbor Realty Trust, Inc.

Current Report on Form 8-K

Item 1.01 Entry Into a Material Definitive Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
                  Off-Balance Sheet Arrangement of a Registrant.

On December 8, 2005, Arbor Realty SR, Inc. ("ARSR"), a wholly owned subsidiary of Arbor Realty Trust, Inc. (the "Company"), completed a private placement of $50.0 million aggregate liquidation amount of floating rate preferred securities (the "Preferred Securities"), through a newly formed subsidiary, Arbor Capital Trust V, a Delaware statutory trust (the "Trust"). A copy of the press release announcing this transaction is attached hereto as Exhibit 99.1.

The Preferred Securities were issued by the Trust pursuant to an Amended and Restated Trust Agreement (the "Trust Agreement"), dated as of December 8, 2005, among ARSR, JPMorgan Chase Bank, National Association, as property trustee, Chase Bank USA, National Association, as Delaware trustee and three administrative trustees, each of whom is an affiliate of the Company. The Trust also issued approximately $1.6 million aggregate liquidation amount of floating rate common securities (the "Common Securities") pursuant to the Trust Agreement and sold the Common Securities to ARSR. The Trust used the proceeds from the sale of the Preferred Securities and the Common Securities to purchase approximately $51.6 million aggregate principal amount of floating rate junior subordinated notes due 2036 of ARSR (the "Junior Subordinated Notes") issued pursuant to a Junior Subordinated Indenture (the "Indenture"), dated as of December 8, 2005, between ARSR and JPMorgan Chase Bank, National Association, as trustee (the "Trustee"). The proceeds of the Junior Subordinated Notes will be used to repay existing short-term debt, and to provide capital to fund future loan originations.

The Preferred Securities require quarterly distributions at a variable rate equal to three month LIBOR plus 2.75% per annum of the liquidation amount of the Preferred Securities. Distributions are cumulative and accrue from the date of original issuance. The Preferred Securities mature on January 30, 2036, but may be redeemed beginning on January 30, 2011 if ARSR exercises its right to redeem the Junior Subordinated Notes as described below.

The Junior Subordinated Notes bear interest at a variable rate equal to three month LIBOR plus 2.75% per annum. Interest accrues from the date of original issuance. The Junior Subordinated Notes mature on January 30, 2036, but ARSR may redeem the Junior Subordinated Notes, in whole or in part, at par beginning on January 30, 2011, and may redeem them earlier than such date following the occurrence of a Special Event, as defined in the Indenture. The Trust will be required to redeem a like amount of the Preferred Securities if ARSR exercises its right to redeem all or a portion of the Junior Subordinated Notes.

If an Event of Default occurs and is continuing with respect to the Junior Subordinated Notes, than either the Trustee or the holders of at least 25% of the aggregate principal amount of the outstanding Junior Subordinated Notes may declare the principal amount of, and all accrued interest on, all the Junior Subordinated Notes to be due and payable immediately, or if the holders of the Junior Subordinated Notes fail to make such declaration, the holders of at least 25% in aggregate liquidation amount of the Preferred Securities outstanding shall have a right to make such declaration. Any holder of the Preferred Securities has the right, upon the occurrence of a payment default with respect to the Junior Subordinated Notes, to institute suit directly against ARSR for enforcement of payment to such