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Cedar Realty Trust Announces Tender Offers
ACCESS Newswire · Cedar Realty Trust, Inc.

In This Article:

VIRGINIA BEACH, VA / ACCESS Newswire / February 21, 2025 / Cedar Realty Trust, Inc. (NYSE:CDRpB)(NYSE:CDRpC) (the "Company") announced today concurrent but separate offers to purchase up to an aggregate amount paid of $9,500,000 (the "Maximum Aggregate Purchase Amount") of (i) up to 584,615 shares (the "Series C Share Cap") of its 6.50% Series C Cumulative Redeemable Preferred Stock (the "Series C Shares") for a purchase price of $16.25 per share, in cash (the "Series C Offer"), and (ii) up to 535,211 shares (the "Series B Share Cap") 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 "Series B Offer" and, together with the Series C Offer, the "Offers"), each less any applicable withholding taxes and without interest. The Offers 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 Offers will commence on February 21, 2025, and are intended to expire at 5:00 p.m., New York City time, on March 21, 2025, unless either Offer is earlier extended or terminated (such time and date, as the same may be extended with respect to either Offer, the "Expiration Date"). Tenders of Series C Shares or Series B Shares (together, "Shares") must be made prior to the Expiration Date and may be withdrawn at any time prior to the Expiration Date, in each case, in accordance with the procedures described in the tender offer materials.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 Offers with available cash.

If the aggregate purchase price for Shares that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Purchase Amount, the Company will accept for purchase the maximum number of Shares validly tendered and not withdrawn having an aggregate price which does not exceed the Maximum Aggregate Purchase Amount, accepting first Series C Shares properly tendered and not properly withdrawn up to the Series C Share Cap, then, if the number of Series C Shares purchased is less than the Series C Share Cap, accepting Series B Shares properly tendered and not properly withdrawn, up to the lesser of the Series B Share Cap or a number of Series B Shares having an aggregate purchase price equal to the remainder of the Maximum Aggregate Purchase Amount. Accordingly, all Series C Shares properly tendered will be accepted for purchase before any Series B Shares properly tendered will be accepted for purchase. If the number of Series C Shares properly tendered and not properly withdrawn exceeds the Series C Share Cap, the Company will prorate the number of Series C Shares accepted for payment and will not purchase any Series B Shares. If, after purchasing Series C Shares, the number of Series B Shares properly tendered and not properly withdrawn exceeds the lesser of the Series B Share Cap or a number of Series B Shares having an aggregate price equal to the remainder of the Maximum Aggregate Purchase Amount available to purchase Series B Shares, the Company will prorate the number of Series B Shares accepted for payment. Stockholders whose Series C Shares or Series B Shares are purchased in the Offers will be paid the applicable purchase price in cash, less any applicable withholding taxes and without interest, after the expiration of the Offers.