Wheeler Real Estate Investment Trust, Inc. (NasdaqCM:WHLR) entered into an agreement to acquire Cedar Realty Trust, Inc. (NYSE:CDR) from T. Rowe Price Associates, Inc., Camac Partners, LLC, Ewing Morris & Co. Investment Partners and others for approximately $130 million on March 2, 2022. Under the terms of the transaction, Wheeler will acquire Cedar at an enterprise value of approximately $291 million – consisting of approximately $130 million in cash paid to former common shareholders of Cedar and approximately $161 million in accrued liquidation preference of Cedar's outstanding preferred stock that will remain outstanding. Upon completion of the acquisition, Cedar's common stock will be wholly owned by the Company, and Cedar's common stock will no longer be publicly traded. Pursuant to the terms of the merger agreement, Cedar's currently outstanding 7.25% Series B Preferred Stock and 6.50% Series C Preferred Stock will remain outstanding following the merger and are expected to remain listed on the New York Stock Exchange. In related transactions, Cedar Realty entered into separate agreements to sell a portfolio of 33 grocery-anchored shopping centers to a joint venture between a fund managed by DRA Advisors LLC and KPR Centers for $840 million, and sell the Revelry redevelopment project for $34 million. The transactions estimated to generate total net proceeds, after all transaction expenses, of approximately $29.00 per share in cash, which will be distributed to shareholders upon completion of the Merger. Cedar is negotiating the sale of the Northeast Heights redevelopment project for $46.5 million. Wheeler has obtained from KeyBank National Association a commitment to provide up to $130 million in debt financing to finance the acquisition. Cedar shall pay Termination Fee of $5 million in case of termination to Wheeler Real Estate.

The transaction is subject to satisfaction of customary closing conditions, including approval by Cedar's common shareholders. The transaction has been unanimously approved by the Cedar's Board of Directors. As of April 21, 2022, the shareholders meeting of Cedar is scheduled on May 27, 2022. As of May 27, 2022, the shareholders of Cedar has approved the deal. The transaction is expected to close by the end of the second quarter of 2022. The transaction is expected to close in August 2022. David E. Brown, Shawna Tunnell, Brett Coburn, Kerry Wenzel and Blake MacKay of Alston & Bird LLP and Daniel P. Raglan, Kiran S. Kadekar, Irina Dolinskiy, Bonnie A. Neuman and Kevin Sholette of Cadwalader, Wickersham & Taft LLP acted as legal advisors, and, KeyBanc Capital Markets Inc. acted as financial advisors to Wheeler. Hicham Hamdou of BofA Securities, Inc. and Chris Angelone and Steve Hentschel of Jones Lang LaSalle Securities, LLC acted as financial advisors and fairness opinion providers with an aggregate service fee of $1 million with respect to financial services of Jones Lang LaSalle Securities and Yoel Kranz, Andy Sucoff and Alexandra Denniston Goodwin Procter LLP acted as legal advisors to Cedar. Innisfree M&A Inc. acted as information agent to Cedar.

Wheeler Real Estate Investment Trust, Inc. (NasdaqCM:WHLR) completed the acquisition of Cedar Realty Trust, Inc. (NYSE:CDR) from T. Rowe Price Associates, Inc., Camac Partners, LLC, Ewing Morris & Co. Investment Partners and others on August 22, 2022. As a result of the merger, Wheeler has acquired all of the outstanding shares of Cedar's common stock, which will no longer be publicly traded on the NYSE.