-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MiFIB6s25z05hoLmAH2MEZcVGPWJFDYpGKY7H7NwvIYsaJSrh0fD3hTlPss+p4J3 MgGq8uY7wzn9ewVIAZzyRw== 0000950123-07-015888.txt : 20071123 0000950123-07-015888.hdr.sgml : 20071122 20071123124506 ACCESSION NUMBER: 0000950123-07-015888 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071123 DATE AS OF CHANGE: 20071123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CBRE Realty Finance Inc CENTRAL INDEX KEY: 0001330969 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82352 FILM NUMBER: 071264782 BUSINESS ADDRESS: STREET 1: 185 ASYLUM ST 37TH FL STREET 2: CITY PLACE 1 CITY: HARTFORD STATE: CT ZIP: 06103 BUSINESS PHONE: 860-275-6200 MAIL ADDRESS: STREET 1: 185 ASYLUM ST 37TH FL STREET 2: CITY PLACE 1 CITY: HARTFORD STATE: CT ZIP: 06103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARBOR REALTY TRUST INC CENTRAL INDEX KEY: 0001253986 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 200057959 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 333 EARLE OVINGTON BOULEVARD STREET 2: SUITE 900 CITY: UNIONDALA STATE: NY ZIP: 11553 BUSINESS PHONE: 5168328003 MAIL ADDRESS: STREET 1: 333 EARLE OVINGTON BLVD STE.900 CITY: UNIONDALE STATE: NY ZIP: 11553 SC 13D 1 y43114sc13d.txt SCHEDULE 13D ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* ---------- 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) ================================================================================ - -------------------------------------------------------------------------------- CUSIP No. 12498B307 (PAGE 2 OF 10) - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON Arbor Realty Trust, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS: WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION: Maryland - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING 2,900,756 PERSON: - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN 9.4% ROW (11): - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- (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
EX-99.1 2 y43114exv99w1.txt LETTER, DATED AUGUST 23, 2007 EXHIBIT 1 [ARBOR REALTY TRUST, INC. LETTERHEAD] August 23, 2007 Ray Wirta Executive Chairman of the Board CBRE Realty Finance, Inc. 185 Asylum Street, 31st Floor Hartford, CT 06103 Dear Ray: Arbor Realty Trust, Inc. ("Arbor") is pleased to submit this offer (the "Offer") to combine the businesses of Arbor and CBRE Realty Finance, Inc. ("CBRE Realty Finance" or "CBF"). This transaction represents the best opportunity for your shareholders to realize significantly more value than they could as shareholders of CBF alone. Arbor is one of the premier commercial mortgage real estate investment trusts with investments in a diversified portfolio of multi-family and commercial real estate related bridge and mezzanine loans, preferred equity investments, mortgage related securities and other real estate related assets. Arbor is publicly-traded on the NYSE and is externally managed and advised by Arbor Commercial Mortgage, LLC, a national commercial real estate finance company operating since 1993. Arbor's strengths include its diversified origination platform and proven management team with extensive industry experience. Arbor has consistently traded at a premium to book value multiple relative to our peers (1.54x on average) because of the strength of our company. Over the last two years, we have traded at an approximate 10% premium to book value multiple relative to comparable companies within our sector. We believe the combination of Arbor and CBRE Realty Finance creates a best-in-class company with a strong balance sheet and a stable long-term growth platform. We are enthusiastic about the prospects for the combined entity, which provides CBF shareholders numerous benefits currently not available to them, including: (i) stable lending relationships, (ii) the ability to attract and deploy capital in a premium yield environment, (iii) substantial Wall Street sponsorship within the research community, (iv) a strong reputation among institutional investors and (v) significant upside in the common stock of the combined entity through multiple expansion, growth and earnings. The specifics of our Offer are: - - Each outstanding share of CBF common stock would be exchanged for consideration of $8.00, (a 18.2% premium to CBF's closing price of $6.77 on August 23, 2007). We believe we may be able to increase our Offer based upon the results of due diligence. - - Your shareholders will retain a significant equity interest in the combined entity which we believe provides your shareholders with the greatest return opportunity through a stock-for-stock exchange. However, we are willing to provide up to 25% of the consideration in cash at the election of CBF shareholders. - - We anticipate that we will be able to reach a mutually acceptable agreement with respect to members of senior management at CBRE Realty Finance during the course of negotiations. - - We would be pleased to work with the CBRE / Melody origination network to source commercial real estate related investment opportunities for the combined entity. - - We are confident that we will come to a mutually acceptable arrangement with CBF's manager, CBRE Realty Finance Management, LLC, regarding our assumption of CBF's management agreement. - - We have completed a preliminary review of CBRE Realty Finance and have performed limited due diligence. In addition to the resources of Arbor, we have assembled a team of advisors including JMP Securities and Skadden, Arps, Slate, Meagher & Flom LLP. In concert with our advisors, we are prepared to move expeditiously to conduct further due diligence, which would begin immediately and would be completed within ten business days. Arbor is highly interested in pursuing this transaction on an expedited timetable, which we believe is a significant benefit to your shareholders, and looks forward to working with you to accomplish this objective. This Offer is not, and is not intended to be, a binding commitment or agreement. We are prepared to start due diligence and to negotiate a definitive agreement starting the morning of Monday, August 27, 2007. Due to the volatility of the markets and recent events involving your company, time is of the essence to complete this transaction. Arbor's Board of Directors is aware of this Offer and fully supports it. We believe we can reach a definitive agreement and can close the transaction rapidly. We would like to move forward with you on the proposed transaction, and trust that you and your Board of Directors will find the terms of the Offer in the best interest of your shareholders. Because of the volatility of the markets and the number of opportunities available to us, this Offer will expire at the close of business on Friday, August 31, 2007. Your prompt response to this important opportunity for your shareholders is requested. If you have any questions about this Offer, please contact me at (516) 832-7402 or Kent Ledbetter ((415) 835-3932) or Thomas Kilian ((415) 835-8905) at JMP Securities. Sincerely, /s/ Ivan Kaufman Ivan Kaufman Chief Executive Officer Arbor Realty Trust, Inc. -----END PRIVACY-ENHANCED MESSAGE-----