Cedar Realty Trust, Inc 8-K, filed Sep 14, 2021
Cedar Realty Trust, Inc. (CDR-PB)
About this 8-K
Cedar Realty Trust, Inc filed this 8-K on September 14, 2021, reporting on events of September 9, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction of Incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter) Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On September 9, 2021, Cedar Realty Trust, Inc. (the “Company”) announced that its Board of Directors had initiated a process to review the Company’s strategic alternatives to maximize shareholder value. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated in this Item 7.01 by reference.
The information set forth in this Item 7.01 and in the attached Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release of Cedar Realty Trust, Inc. dated September 9, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CEDAR REALTY TRUST, INC. |
| /s/ Bruce J. Schanzer |
| Bruce J. Schanzer |
| President and Chief Executive Officer |
| (Principal executive officer) |
Dated: September 13, 2021
Exhibit 99.1
Cedar Realty Trust Announces Dual-Track Review Of Strategic Alternatives To Maximize Shareholder Value
Engages Advisors to Explore Potential Sale or Merger of Company, and Potential Sales of Grocery-Anchored Shopping Center Portfolio and Redevelopment Projects
MASSAPEQUA, N.Y., Sept. 9, 2021 /PRNewswire/ — Cedar Realty Trust (NYSE: CDR) (the “Company”) today announced that its Board of Directors has initiated a dual-track process to review the Company’s strategic alternatives in order to maximize shareholder value. As part of this process, Cedar is exploring, among other alternatives, a potential sale or merger involving the entire Company, and alternatively the potential sale of its core grocery-anchored shopping center portfolio and its mixed-use redevelopment projects.
As previously disclosed, the Board formed a special committee in the second half of 2019 to commence a strategic review process that was disrupted due to the outbreak of the COVID-19 pandemic.
“We believe there is a profound disconnect between Cedar’s share price and the underlying value of our real estate, as evidenced by recent transaction activity both within our portfolio and in our markets,” stated Bruce Schanzer, President and CEO. “The Board is committed to maximizing value for all our shareholders and, accordingly, we believe that this dual-track strategic review process will enable us to achieve that.”
B of A Securities is acting as financial advisor to Cedar. JLL is acting as the Company’s real estate advisor with respect to a potential sale of the grocery-anchored shopping center portfolio. CBRE is acting as real estate advisor with respect to a potential sale of the mixed-use redevelopment projects.
No assurances can be given regarding the outcome or timing of the strategic review process. Cedar does not presently intend to make any further public comment regarding the process until it has been completed.
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.
Forward-Looking Statements
Statements made in this press release that are not strictly historical are “forward-looking” statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance and outcomes to differ materially from those expressed or implied in forward-looking statements. Please refer to the documents filed by Cedar Realty Trust, Inc. with the Securities and Exchange Commission (the “SEC”), specifically the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as it may be updated or supplemented in the Company’s Quarterly Reports on Form 10-Q and the Company’s other filings with the SEC, which identify important risk factors that could cause actual results to differ from those contained in forward-looking statements.
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.
Media Contacts:
Gasthalter & Co.
Mark Semer/Nathaniel Garnick
(212) 257-4170
cedarrealty@gasthalter.com