Cedar Realty Trust Announces Final Results of Series B Tender Offer

Rhea-AI Summary

Cedar Realty Trust (NYSE:CDRPB) has completed its tender offer for Series B Cumulative Redeemable Preferred Stock, purchasing 592,372 shares at $17.75 per share. The final count showed 787,343 shares were properly tendered, resulting in a 75% proration factor.

The total purchase amount was approximately $10.5 million, excluding fees and expenses. The purchased shares represent about 41% of the Company's outstanding Series B Shares as of April 8, 2025.

The Company maintains the option to purchase additional Series B Shares in the future, subject to various factors including cash availability, financing terms, dividend payments, and regulatory restrictions. A mandatory 10-business-day waiting period applies before any additional repurchases can occur.

Positive

• Successful completion of large-scale tender offer reducing preferred stock obligations
• Strong shareholder participation with 787,343 shares tendered
• Company maintains flexibility for future share repurchases

Negative

• Significant cash expenditure of $10.5 million
• Unable to fulfill all tender requests due to oversubscription

Insights

Financial Analyst

Cedar Realty Trust's completion of its tender offer for Series B preferred shares represents a strategic capital structure optimization that's positive for the company's financial health. The company successfully repurchased 592,372 shares (41% of outstanding Series B shares) at $17.75 per share, for a total of approximately $10.5 million.

The economics of this transaction are compelling. With Series B shares carrying a 7.25% dividend rate, this repurchase will meaningfully reduce the company's annual preferred dividend obligations. The fact that the tender offer was oversubscribed (787,343 shares tendered versus 563,380 initially sought) allowed Cedar to exercise its option to purchase an additional 2% of outstanding shares beyond the initial target.

The $17.75 repurchase price likely represents a discount to the preferred shares' original $25.00 par value, creating immediate value for the company. This tender offer effectively deleverages Cedar's capital structure while potentially enhancing earnings available to common shareholders through reduced preferred dividend payments.

The company's indication that it may pursue additional Series B repurchases signals continued focus on optimizing its capital allocation. This transaction demonstrates management's commitment to strengthening Cedar's financial position while providing liquidity to preferred shareholders willing to exit their positions.

VIRGINIA BEACH, VA / ACCESS Newswire / April 9, 2025 / Cedar Realty Trust, Inc. (NYSE:CDRpB) (NYSE:CDRpC) (the "Company") announced today the final results of its offer to purchase up to 563,380 shares of its 7.25% Series B Cumulative Redeemable Preferred Stock (the "Series B Shares") for a purchase price of $17.75 per share, in cash (the "Offer"), which expired at 5:00 p.m., New York City time, on April 4, 2025.

Based on the final count by Computershare Inc. ("Computershare"), the depositary for the tender offer, an aggregate of 787,343 Series B Shares were properly tendered and not properly withdrawn. The Company accepted for purchase 592,372 Series B Shares that were properly tendered and not properly withdrawn, which includes 28,992 Series B Shares that the Company elected to purchase pursuant to its ability to purchase up to an additional 2% of its outstanding Series B Shares. The final proration factor is approximately 75%. The Company will promptly pay for the Series B Shares accepted for purchase and return to tendering shareholders any Series B Shares tendered and not purchased.

The aggregate purchase price for the Series B Shares purchased in the tender offer is approximately $10.5 million, excluding fees and expenses relating to the tender offer. The shares purchased represent approximately 41% of the Company's issued and outstanding Series B Shares as of April 8, 2025.

The Company may purchase additional Series B Shares in the future. The amount and timing of any such purchases depends on a number of factors, including the availability of cash and/or financing on acceptable terms, the amount and timing of dividend payments, if any, and periods in which the Company is restricted from repurchasing Series B Shares, as well as any decision to use cash for other strategic objectives. Under applicable law, the Company may not repurchase any additional Series B Shares until at least ten business days after the expiration of the tender offer.

For all questions relating to the 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.

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) 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 14 properties, with approximately 2.3 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 ACCESS Newswire

FAQ

What was the final proration factor for Cedar Realty Trust's Series B tender offer?

The final proration factor for CDRPB's tender offer was approximately 75%, as more shares were tendered than the company intended to purchase.

How many Series B shares did Cedar Realty Trust purchase in the tender offer?

Cedar Realty Trust purchased 592,372 Series B shares, including an additional 28,992 shares through its 2% purchase option.

What was the purchase price per share in Cedar Realty's Series B tender offer?

Cedar Realty Trust offered $17.75 per share in cash for its Series B Preferred Stock.

What percentage of outstanding Series B shares were purchased in the tender offer?

The purchased shares represented approximately 41% of Cedar Realty Trust's outstanding Series B shares as of April 8, 2025.

How much did Cedar Realty Trust spend on the Series B tender offer?

Cedar Realty Trust spent approximately $10.5 million on the tender offer, excluding fees and expenses.