SecProbe.io

October 2, 2024
M. Andrew Franklin
Chief Executive Officer
CEDAR REALTY TRUST, INC.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452
Re:CEDAR REALTY TRUST, INC.
Schedule TO-I filed September 25, 2024
Schedule TO-I/A filed September 26, 2024
File No. 5-38070
Dear M. Andrew Franklin:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your filing.
Schedule TO-I filed on September 25, 2024, as amended on September 26, 2024
General
1.The initial Schedule TO-I was filed on September 25, 2024 and was amended the next
day, on September 26, 2024, to change the increments security holders may elect when
tendering from $0.10 to $0.05 per share of Series C Preferred. A new Letter of
Transmittal was filed with the September 26, 2024 amendment. Please advise whether and
how an amendment was disseminated to target holders to reflect this revision, and
whether and how the revised Letter of Transmittal was disseminated. It appears that
tenders made using the original Letter of Transmittal must be discarded. Advise how you
will inform target security holders of this fact and ensure that they are not used.
The press release dated September 25, 2024 and filed under cover of Schedule TO-
C announces the offer but states that it has not yet commenced. It does not appear that
Cedar Realty commenced this offer by means of a summary advertisement, and while a 2.

October 2, 2024
Page 2
Schedule TO-I was filed September 25, 2024, it was amended the following day. An offer
must remain open for at least 20 business days (defined in Rule 13e-4(a)(3)) from the date
of commencement (defined in Rule 13e-4(a)(4)). We further note that your offer is
scheduled to expire at 5:00 pm on October 24, 2024. Please advise what day you view as
commencement for purposes of this offer and explain how you have complied with the
requirement in Rule 13e-4(f)(1)(i) to hold the offer open for at least 20 business days from
the date it is first "published sent or given" to target security holders. Your response
should take into account that security holders were not provided with the corrected Letter
of Transmittal until sometime after September 26, 2024 and that October 14, 2024 is a
federal holiday.
Conditions of the Offer, page 22
3.We note that the condition in the first bullet on page 23 will be triggered by "the
commencement of a war, armed hostilities or other similar national or international
calamity, directly or indirectly involving the United States" (emphasis added) without any
materiality qualifier on the gravity of such an event, without requiring any connection
between such an event and the Offer, and without limiting the event to one directly
involving the United States. In addition, it is unclear what current wars, which may trigger
the condition upon a "material escalation or worsening threat," are included in this
condition. For example, we note the recent escalation of hostilities in Israel, including the
recent attack by Iran on that country. Please revise the broad wording of this offer
condition to clarify its scope, in light of recent events, and to avoid illusory offer concerns
under Section 14(e) of the Exchange Act and Regulation 14E thereunder.
4.The last paragraph in this section also states that "[o]ur failure at any time to exercise any
of the foregoing rights will not be deemed a waiver of any right, and each such right will
be deemed an ongoing right that may be asserted at any time and from time to time." This
language suggests that if a condition is triggered and the Company fails to assert the
condition, it will not lose the right to assert the condition at a later time. When an offer
condition is "triggered," a bidder must notify subject security holders promptly whether it
intends to waive that condition and proceed with the offer or assert the condition and
terminate the offer. Please revise this disclosure accordingly.
Certain Information Concerning Us, page 24
5.We note your statement in this section that "[t]he Company incorporates by reference [...]
any filings on or after the date hereof that the Company makes with the SEC..." Schedule
TO does not specifically permit "forward incorporation" of documents to be filed in the
future. Rather, you must amend your document to specifically list any such filings. Please
revise.
6.We note your statement in this section that you incorporate by reference the Current
Reports on Form 8-K filed on January 24, 2024 and September 16, 2024, but do not
incorporate the Form 8-K filed on September 25, 2024, which you list as an exhibit under
Item 12 of your Schedule TO-I. Please advise or revise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

October 2, 2024
Page 3
            Please direct any questions to Brian Soares at 202-551-3690 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions