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)
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