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Cedar Realty Trust Announces Planned Tender Offer
ACCESS Newswire · Cedar Realty Trust, Inc.

In This Article:

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 Tenders of Series C Shares must be made prior to the expiration of the Offer and may be withdrawn at any time prior to the expiration time, in each case, in accordance with the procedures described in the tender offer materials.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paid of $9 million of Series C Shares at such price, or such lesser number of Series C Shares that are tendered and not withdrawn (the "Final Purchase Price"), subject to the terms of the Offer.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.