Cedar Realty Trust Announces Planned Tender Offer

Rhea-AI Summary

Cedar Realty Trust (NYSE:CDRpB)(NYSE:CDRpC) has announced plans to commence a 'modified Dutch auction' tender offer on September 25, 2024. The offer aims to purchase up to $9 million of outstanding 6.50% Series C Cumulative Redeemable Preferred Stock at a price between $13.25 and $15.50 per share. The offer is expected to expire on October 24, 2024, unless extended.

The company will determine the lowest price within the specified range that allows it to purchase up to $9 million of Series C Shares. All shares will be purchased at the same final price. If more than $9 million worth of shares are tendered, purchases will be made on a pro rata basis. The offer is not contingent on financing or a minimum number of shares being tendered.

Georgeson will serve as the information agent, and Computershare Inc. as the depositary for the tender offer. Alston & Bird LLP is acting as counsel to the company.

Positive

• Potential to reduce outstanding preferred stock, potentially improving the company's capital structure
• Offer price range ($13.25 - $15.50) represents a potential premium to the last trading price ($13.98 on September 24, 2024)
• Opportunity for shareholders to liquidate their holdings at a potentially favorable price

Negative

• Reduction in cash reserves of up to $9 million to fund the tender offer
• Potential decrease in the number of outstanding preferred shares, which could reduce liquidity for remaining shareholders

Insights

Financial Analyst

Cedar Realty Trust's planned "modified Dutch auction" tender offer for up to $9 million of its 6.50% Series C Cumulative Redeemable Preferred Stock is a strategic move to manage its capital structure. The offer price range of $13.25 to $15.50 per share, compared to the last closing price of $13.98, provides a potential premium to current shareholders.

This tender offer could benefit the company by reducing its preferred stock obligations and potentially lowering its cost of capital. For investors, it presents an opportunity to liquidate their holdings at a possible premium, depending on the final purchase price. However, the pro-rata purchase mechanism if oversubscribed means not all tendered shares may be accepted.

The use of available cash for this repurchase suggests the company has sufficient liquidity. Investors should carefully consider the offer terms and their own financial situations before deciding to participate. The lack of a minimum tender requirement indicates the company's flexibility in executing this capital management strategy.

Legal Expert

The planned tender offer by Cedar Realty Trust adheres to regulatory requirements, with the company emphasizing its compliance with SEC filing procedures. Key legal aspects include:

• Filing a tender offer statement on Schedule TO with the SEC
• Providing detailed offer terms in the offer to purchase and related materials
• Allowing shareholders to withdraw tendered shares before the expiration time
• Implementing a pro-rata purchase mechanism if oversubscribed, ensuring fair treatment of shareholders

The company's disclaimer that it's not making recommendations and urging shareholders to consult their advisors demonstrates proper disclosure practices. This approach mitigates potential legal risks associated with influencing shareholder decisions.

The engagement of Alston & Bird LLP as counsel further indicates the company's commitment to legal compliance throughout the tender offer process. Shareholders should review the official tender offer documents for complete legal details once filed with the SEC.

VIRGINIA BEACH, VA / ACCESSWIRE / September 25, 2024 / Cedar Realty Trust, Inc. (NYSE:CDRpB)(NYSE:CDRpC) (the "Company") announced today that it plans to commence on September 25, 2024 a "modified Dutch auction" tender offer (the "Offer") to purchase up to an aggregate amount paid of $9 million of shares of its outstanding 6.50% Series C Cumulative Redeemable Preferred Stock (the "Series C Shares"), at a price per Series C Share of not less than $13.25 and not greater than $15.50. The tender offer will commence upon the filing by the Company of a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the "SEC").

The Offer is expected to commence on September 25, 2024, and is intended to expire at 5:00 p.m., New York City time, on Thursday, October 24, 2024, unless the offer is extended. Tenders of Series C Shares must be made prior to the expiration of the Offer and may be withdrawn at any time prior to the expiration time, in each case, in accordance with the procedures described in the tender offer materials. The Company intends to pay for the shares repurchased in the Offer with available cash. The closing price of the Series C Shares on the New York Stock Exchange on September 24, 2024, the last full trading day before the planned commencement of the tender offer, was $13.98 per Series C Share.

A "modified Dutch auction" tender offer allows stockholders to indicate how many shares of stock and at what price within the specified offer range they wish to tender their stock. Based on the number of Series C Shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest price per Series C Share within the specified range that will enable it to purchase up to an aggregate amount paid of $9 million of Series C Shares at such price, or such lesser number of Series C Shares that are tendered and not withdrawn (the "Final Purchase Price"), subject to the terms of the Offer. All Series C Shares purchased by the Company in the Offer will be purchased at the same price.

If, based on the Final Purchase Price, more than an aggregate amount paid of $9 million of Series C Shares (or such greater number of Series C Shares as the Company may choose to purchase in accordance with applicable rules) are properly tendered and not properly withdrawn, the Company will purchase shares tendered at or below the Final Purchase Price on a pro rata basis, subject to certain conditional tender provisions. Stockholders whose Series C Shares are purchased in the Offer will be paid the determined purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the Offer.

The Offer will not be contingent upon the receipt of financing or any minimum number of Series C Shares being tendered. However, the Offer is subject to a number of other terms and conditions, which will be described in detail in the offer to purchase for the Offer. Specific instructions and a complete explanation of the terms and conditions of the Offer will be contained in the offer to purchase, the related letter of transmittal and other related materials, which will be mailed to stockholders of record promptly after commencement of the Offer.

While the Company's Board of Directors has authorized the Company to make the Offer, none of the Company, its Board of Directors, the Company's officers, the information agent, or the depositary makes any recommendation as to whether to tender or refrain from tendering Series C Shares or as to the price at which to tender them. The Company has not authorized any person to make any such recommendation. Stockholders must make their own decision as to whether to tender their Series C Shares and, if so, how many Series C Shares to tender and the purchase price or purchase prices at which they will tender them. In doing so, stockholders should consult their own financial and tax advisors and read carefully and evaluate the information in the Offer documents, when available.

Georgeson LLC is serving as information agent for the tender offer and Computershare Inc. is serving as the depositary for the tender offer. Alston & Bird LLP is serving as counsel to the Company for the tender offer. Once commenced, for all questions relating to the tender offer, please call the information agent, Georgeson LLC toll-free at (866) 735-3807; banks and brokers may call the depositary, Computershare Inc., at (800) 736-3001.

Additional Information Regarding the Tender Offer

This communication is for informational purposes only and is not a recommendation to buy or sell the Company's Series C Shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell the Company's Series C Shares or any other securities. On the commencement of the Offer, the Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the SEC. The Offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC's website at www.sec.gov or from the information agent for the tender offer.

About Cedar Realty Trust

Cedar Realty Trust, Inc., a wholly-owned subsidiary of Wheeler Real Estate Investment Trust, Inc., is a Maryland corporation (taxed as a real estate investment trust ("REIT")) that focuses on owning and operating income producing retail properties with a primary focus on grocery-anchored shopping centers in the Northeast. Cedar's portfolio comprises 17 properties, with approximately 2.6 million square feet of gross leasable area.

For additional financial and descriptive information on the Company, its operations and its portfolio, please refer to the Company's website at www.whlr.us.

Contact Information:

Cedar Realty Trust, Inc.
(757) 627-9088

Cautionary Statement Regarding Forward-Looking Statements

This press release contains "forward-looking statements" that are subject to risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe the Company's future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "should", "estimates", "projects", "anticipates", "believes", "expects", "intends", "future", and words of similar import, or the negative thereof. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company's control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.

Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

SOURCE: Cedar Realty Trust, Inc.

View the original press release on accesswire.com

FAQ

What is the price range for Cedar Realty Trust's tender offer for Series C Preferred Stock (CDRPB)?

Cedar Realty Trust's tender offer for Series C Preferred Stock (CDRPB) has a price range of $13.25 to $15.50 per share.

When does Cedar Realty Trust's tender offer for CDRPB shares begin and end?

The tender offer is expected to commence on September 25, 2024, and expire on October 24, 2024, at 5:00 p.m., New York City time, unless extended.

How much is Cedar Realty Trust planning to spend on the CDRPB tender offer?

Cedar Realty Trust plans to spend up to an aggregate amount of $9 million on the tender offer for its Series C Preferred Stock (CDRPB).

What type of tender offer is Cedar Realty Trust conducting for CDRPB shares?

Cedar Realty Trust is conducting a 'modified Dutch auction' tender offer for its Series C Preferred Stock (CDRPB).