UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
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| Items 1.01. | Entry into a Material Definitive Agreement |
On August 30, 2021, Cedar Realty Trust Partnership, L.P. (the “Operating Partnership”), the operating partnership of Cedar Realty Trust, Inc. (the “Company”), entered into the Fifth Amended and Restated Loan Agreement with KeyBank National Association, as Administrative Agent, the lenders from time to time party thereto, and the other parties named therein, which amends and restates in its entirety the Fourth Amended and Restated Loan Agreement entered into by the Operating Partnership on September 8, 2017. The Fifth Amended and Restated Loan Agreement provides for a $185 million unsecured revolving credit facility maturing August 30, 2024. The revolving credit facility may be extended, at the Operating Partnership’s option, for two additional one-year periods, subject to customary conditions. The Fifth Amended and Restated Loan Agreement did not change pricing on the facilities from the prior loan agreement.
In addition, on August 30, 2021, the Operating Partnership entered into a Second Amendment to the Third Amended and Restated Loan Agreement with KeyBank National Association, as Administrative Agent, the lenders from time to time party thereto, and the other parties named therein (the “Second Amendment”), which amends the Third Amended and Restated Loan Agreement entered into by the Operating Partnership on July 24, 2018. Under the terms of the Second Amendment, the Operating Partnership’s existing $50 million term loan, originally scheduled to mature September 8, 2022, has been extended to August 30, 2026. The Second Amendment did not change pricing on the term loan.
The Fifth Amended and Restated Loan Agreement and the Second Amendment each contain financial covenants including, but not limited to, maximum debt leverage, maximum secured debt, minimum fixed charge coverage, and minimum net worth. In addition, the facility contains restrictions including, but not limited to, limits on indebtedness, certain investments and distributions. Although the credit facilities are unsecured, borrowing availability is based on unencumbered property adjusted net operating income, as defined in the agreements.
In connection with the Fifth Amended and Restated Loan Agreement, the Company and certain of its subsidiaries entered into a customary guaranty agreement, pursuant to which they have agreed to jointly and severally guaranty the obligations of the Operating Partnership under the credit facility.
Certain of the banks and financial institutions that are parties to the loan agreements, and their respective affiliates, have in the past provided, are currently providing and in the future may continue to provide, investment banking, commercial banking and other financial services to the Company and its subsidiaries in the ordinary course of business for which they have received and may in the future receive customary compensation.
The foregoing summary is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Loan Agreement and the Second Amendment, copies of which are expected to be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.
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 1, 2021 |