First Step in Previously Announced Sale of the
Company's Assets and Subsequent Merger
MASSAPEQUA, N.Y., July 8, 2022
/PRNewswire/ -- Cedar Realty Trust (NYSE: CDR) (the "Company")
today announced that it has completed the previously announced sale
of a portfolio of 33 grocery-anchored shopping centers and a
redevelopment property to a joint venture between a fund managed by
DRA Advisors LLC and KPR Centers for total gross proceeds of
approximately $879 million, including
assumed debt. The Company previously sold its Riverview Plaza
redevelopment property for gross proceeds of approximately
$34 million.
The completed transactions are the first step in the Company's
previously announced sale of the Company's assets and subsequent
merger in a series of related all-cash transactions. The final step
of the process, expected to be completed within 4-6 weeks, is the
merger of the Company with a subsidiary of Wheeler Real Estate
Investment Trust, Inc. (NASDAQ: WHLR) in an all-cash transaction
that values the Company's remaining assets at $291.3 million.
Total net proceeds from the transactions, after all expenses,
will be distributed to common shareholders upon the completion of
the Wheeler merger.
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: (i) the
possibility that any or all of the various conditions to the
consummation of the merger may not be satisfied or waived; (ii) the
ability of the merger parties to obtain required financing in
connection with the proposed merger; (iii) the possibility that
competing offers or acquisition proposals for the Company and/or
its assets will be made; (iv) the occurrence of any event, change
or other circumstance that could give rise to the termination of
the merger agreement, including in circumstances which would
require the Company to pay a termination fee or other expenses; (v)
the risk that shareholder litigation in connection with the
transactions may result in significant costs of defense,
indemnification and liability; (vi) 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; (vii) 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; (viii) 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; (ix) 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; (x)
risks endemic to real estate and the real estate industry
generally; (xi) damage to the Company's properties from
catastrophic weather and other natural events, and the physical
effects of climate change; (xii) uninsured losses; (xiii) the
Company's ability and willingness to maintain its qualification as
a REIT in light of economic, market, legal, tax and other
considerations; and (xiv) 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, 2021 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.
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SOURCE Cedar Realty Trust, Inc.