Details Voting Intentions and Reasons Why
There Is Urgency to Add Two Independent Preferred Stock Trustees to
the Board
ATLANTA, July 7, 2022
/PRNewswire/ -- Cygnus Capital, Inc. (together with its affiliates,
"Cygnus"), a significant and long-term shareholder of beneficial
interests and preferred shares of Pennsylvania Real Estate
Investment Trust (NYSE:PEI) ("PEI" or the "Trust"), today issued a
statement regarding Cygnus' voting intentions with respect to the
2022 Annual Meeting of Shareholders, originally held on
June 2, 2022, and adjourned to
11:00 a.m. Eastern Time on
August 2, 2022 (the "Annual
Meeting").
Holders of record as of the close of business on April 11, 2022, the record date for the Annual
Meeting, of PEI's 7.375% Series B Cumulative Redeemable Perpetual
Preferred Shares, 7.20% Series C Cumulative Redeemable Perpetual
Preferred Shares and 6.875% Series D Cumulative Redeemable
Perpetual Preferred Shares (collectively, the "Preferred Shares")
have the right to elect two trustees (the "Preferred Trustees") to
PEI's Board of Trustees (the "Board") since the Trust has not paid
cash dividends on its outstanding preferred shares for six
quarters. The only item on the agenda for the reconvened Annual
Meeting is the election of the Preferred Trustees.
Cygnus has nominated Christopher
Swann, and Kenneth Hart has
nominated himself, for election to serve as the Preferred Trustees
at the Annual Meeting. Each of Messrs. Swann and Hart will be
elected as Preferred Trustees by a plurality of the votes cast.
Cygnus believes that a quorum, as defined in the Trust's
governing documents, was achieved at the originally convened
June 2, 2022 date of the Annual
Meeting. Unfortunately, PEI has adopted a position which Cygnus
believes is inconsistent with the plain language set forth in the
Trust's governing documents, asserting that a majority of the
outstanding Preferred Shares is needed to constitute a quorum
before the proposal to elect Messrs. Swann and Hart as Preferred
Trustees can be considered. Cygnus has repeatedly raised to
the Trust's management that its interpretation of the quorum
requirement has deprived holders of Preferred Shares of the Board
representation to which they are entitled. Cygnus has also
expressed grave concerns regarding the minimal effort being spent
by the Trust to achieve this purported quorum requirement.
While Cygnus disagrees with the Trust's position, Cygnus is
nonetheless taking this opportunity to inform holders of Preferred
Shares of their right to representation on the Board and to make
clear its voting intentions with respect to the Annual Meeting.
We intend to vote "FOR" the election of Messrs. Swann and
Hart as Preferred Trustees because Cygnus believes PEI has a
limited window to put its financial affairs in order and
representation on the Board by holders of Preferred Shares is a
necessary and important step in that process. PEI has significant
near term debt maturities that must be addressed in order to
protect the economic interests of shareholders. Specifically,
progress must be made in meeting the debt covenants under the
Fashion District Partnership Loan Agreement as well PEI's other
credit agreements which have deadlines in January 2023 and December
2022, respectively. Holders of the Preferred Shares
are entitled to representation as these deadlines loom.
Cygnus believes the Preferred Trustees have the requisite skillsets
and owner mindset to add significant value to the Board during
these difficult times.
About Cygnus
Cygnus is an integrated real estate investment and alternative
asset management company focused on opportunistic, special
situation, and distressed real estate investments. Cygnus targets
long term, absolute returns for investors by applying a
differentiated approach to real estate investing. By placing an
emphasis on the acquisition, workout, and disposition of real
estate debt assets characterized by their complexity, inefficiency,
and niche qualities, Cygnus is able to target superior, absolute
returns for its investors.
Contact:
Christopher Swann
Cygnus Capital, Inc.
peishareholder@cygnuscapital.com
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content:https://www.prnewswire.com/news-releases/cygnus-capital-issues-statement-regarding-the-right-of-holders-of-preferred-shares-of-pennsylvania-real-estate-investment-trust-to-elect-two-board-trustees-at-the-recently-adjourned-2022-annual-meeting-of-shareholders-301582544.html
SOURCE Cygnus Capital, Inc.