UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 9, 2022, Cedar Realty Trust, Inc., a Maryland corporation (the “Company” or “Cedar”) entered into the Second Amendment (the “Second Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 2, 2022, by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc. and Cedar Realty Trust Partnership, L.P. The Second Amendment provides that payment of the Closing Dividend (as defined in the Merger Agreement) will occur four (4) days after closing of the mergers (rather than prior to closing). The Second Amendment also clarifies that payment of merger consideration on account of shares of common stock underlying Company restricted stock awards and Company performance RSU awards will be made directly by the Surviving Company (as defined in the Merger Agreement) via the Company’s regular payroll procedures (rather than via the paying agent as described in the Merger Agreement).
The foregoing description of the Second Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 8, 2022, the Compensation Committee of the Board of Directors of the Company approved an incremental one-time transaction bonus for Jennifer Bitterman, Executive Vice President and Chief Financial Officer of the Company, in the amount of $350,000, in recognition of Ms. Bitterman’s ongoing extraordinary efforts in connection with the transactions contemplated by the Merger Agreement. Payment of the transaction bonus is contingent upon the closing of the merger transactions and to Ms. Bitterman’s execution of a customary separation and release agreement with the Company.
| Item 7.01 | Regulation FD Disclosure. |
On August 9, 2022, the Company issued a press release announcing that the Company determined the final proceeds to Cedar common shareholders resulting from the sale of Cedar’s assets and subsequent merger in a series of related all-cash transactions to be $29.00 per share. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 and exhibits thereto is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise. The information in this Item 7.01, including the exhibits thereto, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act, as amended, except as otherwise expressly stated in any such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 2.1 | Second Amendment to Merger Agreement, entered into as of August 9, 2022 by and among Wheeler Real Estate Investment Trust, Inc., WHLR Merger Sub Inc., WHLR OP Merger Sub LLC, Cedar Realty Trust, Inc. and Cedar Realty Trust Partnership, L.P. | |
| 99.1 | Press Release dated August 9, 2022 | |
| 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: August 12, 2022 |