Tender Offer - CEDAR REALTY TRUST, INC.
Form Type: SC TO-I/A
Filing Date: 2025-04-09
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025030100
Filing Summary: In this document, Cedar Realty Trust, Inc. announces Amendment No. 5 to its Tender Offer Statement on Schedule TO regarding the purchase of up to 563,380 shares of its 7.25% Series B Cumulative Redeemable Preferred Stock. The offer price is set at $17.75 per share in cash. The purpose of this amendment is to notify that on April 9, 2025, the Company issued a press release detailing the final results of the Series B Offer. The payment for the purchased shares is expected to come from a combination of cash on hand and borrowings from a senior unsecured term loan with KeyBank. The document also references previous amendments and incorporates them into this filing.
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Additional details:
Title Of Classes Of Securities: Series B Cumulative Redeemable Preferred Stock
Cusip Number: 150602407
Purchase Price Per Share: 17.75
Number Of Shares Offered: 563380
Press Release Date: 2025-04-09
Form Type: SC TO-I/A
Filing Date: 2025-03-24
Corporate Action: Tender-offer
Type: Update
Accession Number: 000101376225001556
Filing Summary: Cedar Realty Trust, Inc. filed Amendment No. 2 to its Tender Offer Statement under Section 14(D)(1) or 13(E)(1) of the Securities Exchange Act of 1934. The amendment relates to the company's previous tender offers for its Series C and Series B Cumulative Redeemable Preferred Stocks. The Series C Offer, which expired on March 21, 2025, allowed the purchase of up to 584,615 shares at $16.25 each. The Series B Offer has been extended to April 4, 2025, with increased maximum purchase amounts. The total aggregate purchase amount for the Offers was raised from $9.5 million to $19.5 million after the Series C Offer expired, permitting the purchase of up to 563,380 Series B Shares at $17.75 each, contingent on financing and other conditions. The Offers are not conditioned on any minimum number of shares being tendered, although the Series B Offer is subject to receipt of necessary funds. The company plans to finance these purchases through available cash and proceeds from a loan agreement with KeyBank, securing the loan against collateral. Moreover, a class action lawsuit against former directors of the company has been mentioned, seeing allegations of breach of fiduciary duty related to a merger. A press release was issued on the same date announcing the developments within the tender offers.
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Additional details:
Maximum Aggregate Purchase Amount: 19500000
Series B Share Cap: 563380
Series C Offer Expiration Date: 2025-03-21
Series B Offer Extension Date: 2025-04-04
Binding Loan Commitment Amount: 10000000
Financing Source: Combination of available cash and borrowed funds from KeyBank
Interest Rate: 30-day Secured Overnight Funding Rate plus 1.30%
Form Type: SC TO-I/A
Filing Date: 2025-03-05
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025020714
Filing Summary: Cedar Realty Trust, Inc. has filed Amendment No. 1 to its Tender Offer Statement originally filed on February 21, 2025. This amendment pertains to the company's offers to purchase up to $9,500,000 worth of its preferred stock, specifically targeting Series C Cumulative Redeemable Preferred Stock (6.50%) at $16.25 per share and Series B Cumulative Redeemable Preferred Stock (7.25%) at $17.75 per share. The amendment clarifies various conditions surrounding the offers, particularly relating to the prioritization and acceptance of shares tendered. It outlines that Series C Shares will take precedence over Series B Shares in terms of acceptance depending on the aggregate purchase amounts. Additionally, new disclosures detail potential proration in acceptances if the tendered amounts exceed the specified caps. The filing reintegrates information from prior submissions and specifies incorporated documents, including a recent 10-K report. M. Andrew Franklin is the authorized person to receive notices for the filing.
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Additional details:
Issuer Name: CEDAR REALTY TRUST, INC.
Series B Offer Price: 17.75
Series C Offer Price: 16.25
Maximum Aggregate Purchase Amount: 9500000
Series B Shares Cap: 535211
Series C Shares Cap: 584615
Cautionary Language: We may not accept for purchase any Series B Shares tendered in the Offers if the aggregate purchase price for Series C Shares that are validly tendered equals or exceeds the Maximum Aggregate Purchase Amount.
Form Type: 8-K
Filing Date: 2025-02-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025015848
Filing Summary: On February 21, 2025, Cedar Realty Trust, Inc. announced concurrent offers to purchase up to $9,500,000 of its preferred stock, specifically targeting its 6.50% Series C Cumulative Redeemable Preferred Stock and 7.25% Series B Cumulative Redeemable Preferred Stock. The Series C Offer intends to purchase up to 584,615 shares at $16.25 per share, while the Series B Offer aims at acquiring up to 535,211 shares at $17.75 per share. The Offers are scheduled to commence on the same date and are planned to conclude on March 21, 2025, unless extended or terminated earlier. The Offers will be formally initiated with a tender offer statement on Schedule TO to be filed with the SEC. The press release emphasizes that the Offers have not yet commenced and are not to be construed as recommendations to buy or sell any securities.
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Additional details:
Maximum Aggregate Purchase Amount: 9500000
Series C Share Cap: 584615
Series C Share Price: 16.25
Series B Share Cap: 535211
Series B Share Price: 17.75
Expiration Date: 2025-03-21
Form Type: SC TO-C
Filing Date: 2025-02-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025015849
Filing Summary: On February 21, 2025, Cedar Realty Trust, Inc. announced the commencement of two concurrent offers to purchase up to an aggregate amount of $9,500,000 of its preferred stock. The first offer, referred to as the Series C Offer, aims to purchase up to 584,615 shares of its 6.50% Series C Cumulative Redeemable Preferred Stock at a price of $16.25 per share. The second offer, the Series B Offer, seeks to purchase up to 535,211 shares of its 7.25% Series B Cumulative Redeemable Preferred Stock at a price of $17.75 per share. The offers will commence upon the filing of a tender offer statement on Schedule TO with the SEC and are set to expire on March 21, 2025, unless extended or terminated by the Company. The press release clarified that these offers are not recommendations to buy or sell the securities and stockholders are advised to carefully read the tender offer materials once available.
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Additional details:
Maximum Aggregate Purchase Amount: 9,500,000
Series C Share Cap: 584,615
Series C Share Price: 16.25
Series B Share Cap: 535,211
Series B Share Price: 17.75
Expiration Date: 2025-03-21
Form Type: SC TO-I
Filing Date: 2025-02-21
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390025015864
Filing Summary: Cedar Realty Trust, Inc. initiates a tender offer to repurchase shares of its Series C and Series B Cumulative Redeemable Preferred Stock. The company intends to purchase up to an aggregate of $9,500,000 worth of shares, comprising up to 584,615 shares of Series C stock at $16.25 per share, and up to 535,211 shares of Series B stock at $17.75 per share. The Offers are contingent upon the terms outlined in the Offer to Purchase dated February 21, 2025, and relevant documents such as the Letter of Transmittal are attached as exhibits. The tender offer is designed in compliance with Rule 13e-4 under the Securities Exchange Act of 1934, fulfilling the regulatory requirements for issuer tender offers.
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Additional details:
Securities Type: Series C Cumulative Redeemable Preferred Stock
Securities Type: Series B Cumulative Redeemable Preferred Stock
Tender Offer Price Series C: 16.25
Tender Offer Price Series B: 17.75
Total Amount Tendered: 9500000
Number Of Series C Shares: 584615
Number Of Series B Shares: 535211
Location Of Filing Person: 2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452
Contact Number: (757) 627-9088
Form Type: SC TO-I/A
Filing Date: 2025-01-30
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025008097
Filing Summary: Cedar Realty Trust, Inc. has amended its Tender Offer Statement on Schedule TO, which was originally filed on December 27, 2024, regarding the company's offer to purchase up to $12,500,000 worth of its Series C Cumulative Redeemable Preferred Stock at prices ranging from $13.75 to $15.75 per share. This amendment, titled Amendment No. 3, reflects that on January 30, 2025, the company issued a press release announcing the final results of the tender offer. The amendment primarily focuses on updating Items 11 and 12 concerning the final results and incorporates a press release dated January 30, 2025, as an exhibit to the filing. The details surrounding the terms and conditions of the tender offer remain consistent with the previously filed documents, except for the updates provided in this amendment.
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Additional details:
Issuer Name: CEDAR REALTY TRUST, INC.
Offer Price Range: $13.75 to $15.75
Aggregate Amount Paid: $12,500,000
Press Release Date: 2025-01-30
Cusip Number: 150602506
Form Type: SC TO-I/A
Filing Date: 2025-01-29
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025007692
Filing Summary: Cedar Realty Trust, Inc. is amending its Tender Offer Statement originally filed on December 27, 2024, with this second amendment to provide updates on the tender offer for its Series C Cumulative Redeemable Preferred Stock. The company seeks to buy back up to $12,500,000 worth of shares, offering a price between $13.75 and $15.75 per share. On January 29, 2025, the company issued a press release announcing preliminary results of the tender offer. This amendment also includes a new exhibit, which is the press release, detailing these results. It specifies that the information contained in previously filed documents remains unchanged, except where amended in this current filing.
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Additional details:
Title Of Class Of Securities: Series C Cumulative Redeemable Preferred Stock
Cusip Number: 150602506
Purchase Amount: $12,500,000
Offer Price Max: $15.75
Offer Price Min: $13.75
Press Release Date: 2025-01-29
Form Type: SC TO-I/A
Filing Date: 2025-01-27
Corporate Action: Tender-offer
Type: Update
Accession Number: 000121390025006744
Filing Summary: Cedar Realty Trust, Inc. amends its Tender Offer Statement originally filed on December 27, 2024, relating to the purchase of up to $12,500,000 of its Series C Cumulative Redeemable Preferred Stock. The offer price ranges from $13.75 to $15.75 per share. The amendment addresses the issuance of a press release on January 27, 2025, concerning the expiration of the tender offer set for January 28, 2025. It incorporates additional information and updates to Items 11 and 12 of the Schedule TO.
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Additional details:
Title Of Class Of Securities: Series C Cumulative Redeemable Preferred Stock
Cusip Number: 150602506
Amount To Be Paid: $12,500,000
Minimum Price Per Share: $13.75
Maximum Price Per Share: $15.75
Press Release Date: 2025-01-27
Expiration Date: 2025-01-28
Form Type: 8-K
Filing Date: 2024-12-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390024112842
Filing Summary: On December 27, 2024, Cedar Realty Trust, Inc. announced a tender offer to purchase up to an aggregate amount of $12,500,000 of its 6.50% Series C Cumulative Redeemable Preferred Stock. The purchase price for the Series C Preferred Stock will range between $13.75 and $15.75 per share. The tender offer is set to commence on December 27, 2024, and will expire on January 28, 2025, unless extended or terminated by the Company. The Company indicated that the negotiation and terms related to the purchase will be detailed in an offer to purchase and other materials that will be filed with the SEC once the offer commences. The press release associated with this announcement is purely for informational purposes and is not a recommendation to purchase or sell any securities, nor does it serve as an offer for the purchase or sale of the Series C Preferred Stock.
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Additional details:
Purchase Price Per Share: $13.75 to $15.75
Total Amount For Tender Offer: $12,500,000
Commencement Date: 2024-12-27
Expiration Date: 2025-01-28
Form Type: SC TO-C
Filing Date: 2024-12-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390024112844
Filing Summary: On December 27, 2024, Cedar Realty Trust, Inc. announced a tender offer to purchase up to an aggregate amount paid of $12,500,000 for its 6.50% Series C Cumulative Redeemable Preferred Stock. The purchase price per share is set between $13.75 and $15.75. The tender offer is scheduled to commence on December 27, 2024, and expire on January 28, 2025, unless extended or terminated by the Company. A press release was issued for informational purposes, clarifying that it does not constitute a recommendation to buy or sell the Series C Preferred Stock. The Company will file a tender offer statement on Schedule TO once the Offer commences.
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Additional details:
Tender Offer Amount: 12500000
Purchase Price Min: 13.75
Purchase Price Max: 15.75
Offer Start Date: 2024-12-27
Offer End Date: 2025-01-28
Form Type: SC TO-I
Filing Date: 2024-12-27
Corporate Action: Tender-offer
Type: New
Accession Number: 000121390024112873
Filing Summary: Cedar Realty Trust, Inc. has filed a Tender Offer Statement under Section 14(D)(1) or 13(E)(1) of the Securities Exchange Act of 1934. The company is offering to purchase up to $12,500,000 worth of its Series C Cumulative Redeemable Preferred Stock at a price range between $13.75 and $15.75 per share, excluding applicable withholding taxes and without interest. The offer is governed by terms outlined in the Offer to Purchase dated December 27, 2024, along with a Letter of Transmittal included as part of the filing. The statement includes essential details concerning the issuer, the securities involved, and the terms and conditions of the tender offer, emphasizing the material terms from Sections that address the number of shares, purpose of the offer, tendering procedures, and other significant facets of the transaction.
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Additional details:
Name And Address: Cedar Realty Trust, Inc., 2529 Virginia Beach Blvd., Virginia Beach, Virginia 23452
Cusip Number: 150602506
Offering Price Range: $13.75 - $15.75
Total Offering Amount: $12,500,000
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