Cedar Realty Trust Announces Preliminary Results of Series B Tender Offer

Rhea-AI Summary

Cedar Realty Trust (NYSE:CDRPB) has announced the preliminary results of its tender offer for its 7.25% Series B Cumulative Redeemable Preferred Stock. The company offered to purchase up to 563,380 Series B shares at $17.75 per share in cash, with the offer expiring on April 4, 2025.

According to preliminary counts by Computershare, approximately 762,187 Series B shares were properly tendered, indicating the offer was oversubscribed. Cedar Realty expects to purchase 563,380 shares for an aggregate purchase price of approximately $10 million. Due to oversubscription, share purchases will be prorated among holders.

The final results are pending verification by Computershare. The company may purchase additional Series B shares in the future, subject to various factors including cash availability, financing terms, and dividend payment considerations. Legal requirements mandate a 10-business-day waiting period before any additional repurchases.

Positive

• Company has sufficient cash to execute $10 million share repurchase
• Strong shareholder interest with 35% oversubscription of the tender offer
• Strategic reduction of preferred stock obligations through share repurchase

Negative

• Not all tendered shares will be purchased due to oversubscription, requiring proration
• Future share repurchases subject to cash availability and financing constraints

Insights

REIT Financial Analyst

Cedar Realty Trust's tender offer for its Series B preferred shares reveals important capital allocation decisions. The company is repurchasing $10 million worth of its 7.25% Series B Cumulative Redeemable Preferred Stock at $17.75 per share, which is notably below the typical $25 par value for preferred shares.

The significant oversubscription (762,187 shares tendered versus 563,380 sought) indicates strong shareholder interest in exiting at this price point. This creates two interpretations: either preferred shareholders have concerns about the REIT's long-term prospects, or they're responding to general interest rate environments affecting fixed-income securities.

From a capital structure perspective, this transaction is strategically sound. By repurchasing these shares at approximately 29% below par value, Cedar is effectively prepaying its 7.25% dividend obligation at a discount, creating immediate value. This reduces fixed dividend commitments and improves financial flexibility.

The company's statement about potentially purchasing additional Series B shares suggests this is part of a broader capital restructuring strategy. By proactively managing its capital structure through discounted repurchases, Cedar is optimizing its weighted average cost of capital while reducing future dividend obligations.

VIRGINIA BEACH, VA / ACCESS Newswire / April 7, 2025 / Cedar Realty Trust, Inc. (NYSE:CDRpB)(NYSE:CDRpC) (the "Company") announced today the preliminary 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 preliminary count by Computershare Inc. ("Computershare"), the depositary for the Offer, approximately 762,187 Series B Shares were properly tendered and not properly withdrawn as of the expiration of the Offer.

In accordance with the terms and conditions of the Offer, the Company expects to purchase approximately 563,380 Series B Shares, for an aggregate purchase price of approximately $10 million. The determination of the final number of Series B Shares to be purchased is subject to confirmation by Computershare of the proper delivery of the Series B Shares validly tendered and not withdrawn. Because the Offer was oversubscribed, the number of Series B Shares that will be purchased from each holder will be prorated based on the number of Series B Shares properly tendered.

The number of Series B Shares to be purchased are subject to verification by Computershare and subject to change for a number of reasons. The actual number of Series B Shares to be purchased will be announced following the expiration of the guaranteed delivery period and completion of the confirmation process by Computershare. Promptly after the announcement of the final results of the Offer, Computershare will issue payment for the Series B Shares validly tendered and accepted for payment under the Offer and will return Series B Shares tendered and not purchased in the Offer.

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 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 is the purchase price per share in Cedar Realty Trust's Series B tender offer?

Cedar Realty Trust (CDRPB) is offering to purchase Series B shares at $17.75 per share in cash.

How many Series B shares did Cedar Realty Trust intend to purchase in the April 2025 tender offer?

The company aimed to purchase up to 563,380 Series B Cumulative Redeemable Preferred Stock shares.

Was Cedar Realty Trust's Series B tender offer oversubscribed?

Yes, the offer was oversubscribed with approximately 762,187 shares tendered, exceeding the 563,380 share target.

What is the total value of Cedar Realty Trust's Series B share repurchase?

The aggregate purchase price for the Series B share repurchase is approximately $10 million.

When can Cedar Realty Trust (CDRPB) purchase additional Series B shares after this tender offer?

The company must wait at least ten business days after the offer's expiration before making additional Series B share purchases.