MASSAPEQUA, N.Y.,
March 2, 2022
/PRNewswire/ -- Cedar Realty Trust (NYSE: CDR) (the "Company")
today announced that following its previously announced dual-track
review of strategic alternatives, it has entered into definitive
agreements for the sale of the Company and its assets in a series
of related all-cash transactions:
- An agreement to sell a portfolio of 33 grocery-anchored
shopping centers to a joint venture between a fund managed by DRA
Advisors LLC and KPR Centers for $840.0
million.
- An agreement to sell the Revelry redevelopment project for
$34.0 million. Cedar is negotiating
the sale of the Northeast Heights redevelopment project for
$46.5 million. (In the event the sale
of the redevelopment projects is not completed prior to closing of
the grocery-anchored shopping center portfolio sale, the DRA-KPR
joint venture has agreed to acquire these two projects at the
aggregate price of $80.5
million.)
- An agreement to sell the Company and its remaining assets to
Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR), after
completion of the above-described transactions, in an all-cash
merger transaction that values the assets at $291.3 million.
The transactions, which were unanimously approved by the
Company's Board of Directors, are estimated to generate total net
proceeds, after all transaction expenses, of more than $29.00 per share in cash, which will be
distributed to shareholders upon completion. The $29.00 per share of estimated net proceeds
represent a 16.6% premium to Cedar's closing share price on
March 2, 2022, and a 70.6% premium to
the Company's closing share price on September 9, 2021, the last day of trading prior
to the announcement of the dual-track review of strategic
alternatives.
"We believe this combination of transactions represents the best
possible outcome for our common shareholders and we are very
pleased with the progress thus far of our dual-track review of
strategic alternatives," said Bruce
Schanzer, Cedar's President and Chief Executive Officer.
Upon completion of the transactions, Cedar will be wholly owned
by Wheeler Real Estate Investment Trust, and Cedar's common stock
will no longer be publicly traded. Pursuant to the terms of
the merger agreement with Wheeler, all shares of Cedar's currently
outstanding 7.25% Series B Preferred Stock and 6.50% Series C
Preferred Stock, will remain outstanding shares of Cedar preferred
stock following the merger and will remain listed on the New York
Stock Exchange under their current ticker symbols.
The transactions are not subject to financing conditions and are
expected to close by the end of the second quarter of 2022, subject
to satisfaction of customary closing conditions, including approval
by Cedar's common shareholders.
BofA Securities and JLL Securities are acting as financial
advisors to Cedar, and Goodwin Procter LLP is acting as legal
counsel to Cedar. JLL is acting as the Company's real estate
advisor with respect to the sale of the grocery-anchored shopping
center portfolio and CBRE is acting as real estate advisor to Cedar
with respect to the sale of the redevelopment projects.
About Cedar Realty Trust
Cedar Realty Trust, Inc. is a fully integrated real estate
investment trust which focuses on the ownership, operation, and
redevelopment of grocery-anchored shopping centers in high-density
urban markets from Washington,
D.C. to Boston. The
Company's portfolio (excluding properties treated as "held for
sale") comprises 53 properties, with approximately 7.6 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.cedarrealtytrust.com.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or constitute a
solicitation of any vote or approval.
In connection with the proposed transactions, Cedar will file
with the Securities and Exchange Commission (the "SEC") a proxy
statement on Schedule 14A. Promptly after filing its definitive
proxy statement with the SEC, Cedar intends to mail the definitive
proxy statement and a proxy card to each stockholder entitled to
vote at the special meeting relating to the proposed transactions.
Investors and stockholders of Cedar are urged to read the proxy
statement (including any amendments and supplements thereto)
relating to the proposed transactions carefully when it becomes
available. Stockholders will be able to obtain free copies of
the proxy statement and other documents containing important
information about Cedar once these documents are filed with the
SEC, through the website maintained by the SEC at
http://www.sec.gov or free of charge from Cedar by directing a
request to Investor Relations at (516) 944-4561.
Participants in the Solicitation
Cedar and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Cedar's
stockholders in connection with the proposed merger. Information
about the directors and executive officers of Cedar is set forth in
its proxy statement for its 2021 annual meeting of stockholders on
Schedule 14A filed with the SEC on April 30,
2021, and its Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, which was
filed with the SEC on February 11,
2021. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
The information included herein, together with other statements
and information publicly disseminated by Cedar, contains certain
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Cedar Realty Trust,
Inc. (the "Company") intends such forward-looking statements to be
covered by the safe harbor provisions for forward-looking
statements contained in the Private Securities Litigation Reform
Act of 1995 and include this statement for purposes of complying
with these safe harbor provisions.
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. Factors that could cause actual
results, performance or achievements to differ materially from
current expectations include, but are not limited to: the proposed
sale and merger transactions described above may not be completed
in a timely manner or at all, including the risk that any required
approvals, including the approval of the Company's stockholders,
are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the Company or the expected
benefits of the proposed transactions; (ii) the ability of the
various purchaser parties to obtain required financing in
connection with the proposed transactions; (iii) the possibility
that competing offers or acquisition proposals for the Company
and/or its assets will be made; (iv) the possibility that any or
all of the various conditions to the consummation of the
transactions may not be satisfied or waived; (vi) the occurrence of
any event, change or other circumstance that could give rise to the
termination of one or more of the definitive transaction documents,
including in circumstances which would require the Company to pay a
termination fee or other expenses; (vi) the effect of the
announcement or pendency of the transactions on the Company's
ability to retain and hire key personnel, its ability to maintain
relationships with its customers, suppliers and others with whom it
does business, or its operating results and business generally;
(vii) risks related to diverting management's attention from the
Company's ongoing business operations; (viii) the risk that
shareholder litigation in connection with the transactions may
result in significant costs of defense, indemnification and
liability; (ix) the economic, political and social impact of, and
uncertainty relating to, the COVID-19 pandemic; (x) the ability and
willingness of the Company's tenants and other third parties to
satisfy their obligations under their respective contractual
arrangements with the Company; (xi) the loss or bankruptcy of the
Company's tenants, particularly in light of the adverse impact to
the financial health of many retailers that has occurred and
continues to occur as a result of the COVID-19 pandemic; (xii) the
ability and willingness of the Company's tenants to renew their
leases with the Company upon expiration, the Company's ability to
re-lease its properties on the same or better terms in the event of
nonrenewal or in the event the Company exercises its right to
replace an existing tenant, and obligations the Company may incur
in connection with the replacement of an existing tenant,
particularly, in light of the adverse impact to the financial
health of many retailers that has occurred and continues to occur
as a result of the COVID-19 pandemic, and the significant
uncertainty as to when and the conditions under which potential
tenants will be able to operate physical retail locations in
future; (xiii) macroeconomic conditions, such as a disruption of or
lack of access to capital markets and the adverse impact of the
recent significant decline in the Company's share price from prices
prior to the spread of the COVID-19 pandemic; (xiv) financing
risks, such as the Company's inability to obtain new financing or
refinancing on favorable terms as the result of market volatility
or instability; (xv) increases in the Company's borrowing costs as
a result of changes in interest rates and other factors, including
the potential phasing out of LIBOR after 2021; (xvi) the impact of
the Company's leverage on operating performance; (xvii) risks
related to the market for retail space generally, including
reductions in consumer spending, variability in retailer demand for
leased space, adverse impact of e-commerce, ongoing consolidation
in the retail sector and changes in economic conditions and
consumer confidence; (xviii) risks endemic to real estate and the
real estate industry generally; (xix) competitive risks; (xx) risks
related to the geographic concentration of the Company's properties
in the Washington, D.C. to
Boston corridor; (xxi) damage to
the Company's properties from catastrophic weather and other
natural events, and the physical effects of climate change; (xxii)
the inability of the Company to realize anticipated returns from
its redevelopment activities; (xxiii) uninsured losses; (xxiv) the
Company's ability and willingness to maintain its qualification as
a REIT in light of economic, market, legal, tax and other
considerations; and (xxv) information technology security breaches.
For further discussion of factors that could materially affect the
outcome of forward-looking statements, see "Risk Factors" in Part
I, Item 1A, of the Company's Annual Report on Form 10-K for the
year ended December 31, 2020 and
other documents that the Company files with the Securities and
Exchange Commission from time to time.
Except for ongoing obligations to disclose material information
as required by the federal securities laws, the Company undertakes
no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated
events. All of the above factors are difficult to predict, contain
uncertainties that may materially affect the Company's actual
results and may be beyond the Company's control. New factors
emerge from time to time, and it is not possible for the Company's
management to predict all such factors or to assess the effects of
each factor on the Company's business. Accordingly, there can be no
assurance that the Company's current expectations will be
realized.
Media Contacts:
Gasthalter & Co.
Mark Semer/Nathaniel Garnick
(212) 257-4170
cedarrealty@gasthalter.com
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SOURCE Cedar Realty Trust, Inc.