UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Pennsylvania Real Estate Investment Trust
(Name of Issuer)
Beneficial Interest, par value $1.00 per share
7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share
7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share
6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share
(Title of Class of Securities)
709102107
709102503
709102602
709102701
(CUSIP Number)
CHRISTOPHER SWANN
CYGNUS CAPITAL, INC.
3060 Peachtree Road NW, Suite 1080
Atlanta, Georgia 30305
(404) 465-3685
ELIZABETH GONZALEZ- SUSSMAN, ESQ.,
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 25, 2022
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☒.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Opportunity Fund, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Delaware | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
1.0% of the outstanding shares of Beneficial Interest 2.4% of the outstanding shares of Series B Preferred Stock 1.5% of the outstanding shares of Series C Preferred Stock 2.0% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
2 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Property Fund IV, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Delaware | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 630,317 shares of Beneficial Interest 35,362 shares of Series B Preferred Stock 62,500 shares of Series C Preferred Stock 16,500 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
630,317 shares of Beneficial Interest 35,362 shares of Series B Preferred Stock 62,500 shares of Series C Preferred Stock 16,500 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
630,317 shares of Beneficial Interest 35,362 shares of Series B Preferred Stock 62,500 shares of Series C Preferred Stock 16,500 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% of the outstanding shares of Beneficial Interest 1.0% of the outstanding shares of Series B Preferred Stock Less than 1% of the outstanding shares of Series C Preferred Stock Less than 1% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
3 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Property Fund V, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Delaware | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 147,802 shares of Series B Preferred Stock 210,479 shares of Series C Preferred Stock 165,000 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
147,802 shares of Series B Preferred Stock 210,479 shares of Series C Preferred Stock 165,000 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
147,802 shares of Series B Preferred Stock 210,479 shares of Series C Preferred Stock 165,000 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
4.3% of the outstanding shares of Series B Preferred Stock 3.1% of the outstanding shares of Series C Preferred Stock 3.3% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
4 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Property Fund VI, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Delaware | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 41,485 shares of Series B Preferred Stock 71,781 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
41,485 shares of Series B Preferred Stock 71,781 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
41,485 shares of Series B Preferred Stock 71,781 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
1.2% of the outstanding shares of Series B Preferred Stock 1.4% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
5 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Capital Advisers, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Wyoming | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
1.0% of the outstanding shares of Beneficial Interest 2.4% of the outstanding shares of Series B Preferred Stock 1.5% of the outstanding shares of Series C Preferred Stock 2.0% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
6 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus General Partners, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Wyoming | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
815,149 shares of Beneficial Interest 81,399 shares of Series B Preferred Stock 106,249 shares of Series C Preferred Stock 100,310 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
1.0% of the outstanding shares of Beneficial Interest 2.4% of the outstanding shares of Series B Preferred Stock 1.5% of the outstanding shares of Series C Preferred Stock 2.0% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
7 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Capital Real Estate Advisors II, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Wyoming | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 630,317 shares of Beneficial Interest 224,649 shares of Series B Preferred Stock 272,979 shares of Series C Preferred Stock 253,281 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
630,317 shares of Beneficial Interest 224,649 shares of Series B Preferred Stock 272,979 shares of Series C Preferred Stock 253,281 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
630,317 shares of Beneficial Interest 224,649 shares of Series B Preferred Stock 272,979 shares of Series C Preferred Stock 253,281 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% of the outstanding shares of Beneficial Interest 6.5% of the outstanding shares of Series B Preferred Stock 4.0% of the outstanding shares of Series C Preferred Stock 5.1% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
8 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Cygnus Capital, Inc. | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
Wyoming | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 1,445,466 shares of Beneficial Interest 306,048 shares of Series B Preferred Stock 379,228 shares of Series C Preferred Stock 353,591 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
1,445,466 shares of Beneficial Interest 306,048 shares of Series B Preferred Stock 379,228 shares of Series C Preferred Stock 353,591 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,445,466 shares of Beneficial Interest 306,048 shares of Series B Preferred Stock 379,228 shares of Series C Preferred Stock 353,591 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
1.8% of the outstanding shares of Beneficial Interest 8.9% of the outstanding shares of Series B Preferred Stock 5.5% of the outstanding shares of Series C Preferred Stock 7.1% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
CO |
9 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Christopher Swann | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF, PF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
USA | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | 1,000 shares of Beneficial Interest 4,000 shares of Series D Preferred Stock |
||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 190,000 shares of Beneficial Interest 1,445,466 shares of Beneficial Interest 306,048 shares of Series B Preferred Stock 379,228 shares of Series C Preferred Stock 353,591 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
1,000 shares of Beneficial Interest 4,000 shares of Series D Preferred Stock |
|||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
190,000 shares of Beneficial Interest 1,445,466 shares of Beneficial Interest 306,048 shares of Series B Preferred Stock 379,228 shares of Series C Preferred Stock 353,591 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
1,636,466 shares of Beneficial Interest 306,048 shares of Series B Preferred Stock 379,228 shares of Series C Preferred St 357,591 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
2.0% of the outstanding shares of Beneficial Interest 8.9% of the outstanding shares of Series B Preferred Stock 5.5% of the outstanding shares of Series C Preferred Stock 7.2% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IN |
10 |
CUSIP No. 709102107
709102503
709102602
709102701
1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Privet Fund LP | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
WC |
|||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - |
||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - |
|||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% of the outstanding shares of Series B Preferred Stock Less than 1% of the outstanding shares of Series C Preferred Stock 1.5% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
PN |
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1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Privet Fund Management LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
DELAWARE | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% of the outstanding shares of Series B Preferred Stock Less than 1% of the outstanding shares of Series C Preferred Stock 1.5% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
OO |
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1 | NAME OF REPORTING PERSON | ||||||||||||||||||
Ryan J. Levenson | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
(b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | ||||||||||||||||||
4 | SOURCE OF FUNDS | ||||||||||||||||||
AF | |||||||||||||||||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
USA | |||||||||||||||||||
NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
SHARES | |||||||||||||||||||
BENEFICIALLY | - 0 - | ||||||||||||||||||
OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
EACH | |||||||||||||||||||
REPORTING | 2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
||||||||||||||||||
PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
- 0 - | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
|||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
2,910 shares of Series B Preferred Stock 32,836 shares of Series C Preferred Stock 73,227 shares of Series D Preferred Stock |
|||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
Less than 1% of the outstanding shares of Series B Preferred Stock Less than 1% of the outstanding shares of Series C Preferred Stock 1.5% of the outstanding shares of Series D Preferred Stock |
|||||||||||||||||||
14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
IN |
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The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.
Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
As discussed in greater detail in Item 4 below, in connection with the withdrawal of Cygnus V’s nomination of Ryan J. Levenson and Christopher Swann for election to the Board of Directors (the “Board”) of the Issuer as Preferred Stock Trustees at the Issuer’s 2022 annual meeting of shareholders (the “Annual Meeting”), Privet Fund, Privet Fund Management and Mr. Levenson are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 3 to the Schedule 13D. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6 below.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated as follows:
The Securities purchased by each of Cygnus Opportunity, Cygnus IV, Cygnus V, Cygnus VI and Privet Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred Stock, 106,249 shares of Series C Preferred Stock and 100,310 shares of Series D Preferred Stock beneficially owned by Cygnus Opportunity is approximately $1,415,499, $757,223, $908,899 and $889,048, respectively, excluding brokerage commissions. The aggregate purchase price of the 630,317 shares of Beneficial Interest, 35,362 shares of Series B Preferred Stock, 62,500 shares of Series C Preferred Stock and 16,500 shares of Series D Preferred Stock beneficially owned by Cygnus IV is approximately $774,733, $329,830, $567,902 and $151,718, respectively, excluding brokerage commissions. The aggregate purchase price of the 147,802 shares of Series B Preferred Stock, 210,479 shares of Series C Preferred Stock and 165,000 shares of Series D Preferred Stock beneficially owned by Cygnus V is approximately $951,262, $1,326,313 and $1,140,027, respectively, excluding brokerage commissions. The aggregate purchase price of the 41,485 shares of Series B Preferred Stock and 71,781 shares of Series D Preferred Stock beneficially owned by Cygnus VI is approximately $324,544 and $557,997, respectively, excluding brokerage commissions. The aggregate purchase price of the 2,910 shares of Series B Preferred Stock, 32,836 shares of Series C Preferred Stock and 73,227 shares of Series D Preferred Stock beneficially owned by Privet Fund is approximately $15,695, $206,726 and $495,041, respectively, excluding brokerage commissions.
The Securities purchased by Mr. Swann personally, including Securities held in an account by his spouse, which Mr. Swann shares voting and dispositive power over, and an individual retirement account in Mr. Swann’s name, were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 191,000 shares of Beneficial Interest and 4,000 shares of Series D Preferred Stock beneficially owned by Mr. Swann is approximately $195,167 and $31,666, respectively, excluding brokerage commissions.
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Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 25, 2022, Cygnus V, on behalf of itself, Christopher Swann and each of their affiliates deemed to own the Securities (collectively, “Cygnus”) entered into a letter agreement (the “Letter Agreement”) with the Issuer, pursuant to which the Issuer agreed to include each of Mr. Swann and Kenneth Hart in the Issuer’s proxy materials as a Preferred Stock Trustee for election to the Board at the Annual Meeting. Effective upon the Issuer filing its proxy materials, Cygnus agreed to withdraw its nomination of Ryan J. Levenson as a Preferred Stock Trustee for election to the Board at the Annual Meeting.
In addition, pursuant to the Letter Agreement, Cygnus agreed that it will cause all of the Securities that it has the right to vote as of the applicable record date for the Annual Meeting, to be voted in favor of each of Messrs. Swann and Hart’s election as a Preferred Stock Trustee and against any other shareholder nominations for Preferred Stock Trustee. Subject to the Issuer fulfilling its obligations under the Letter Agreement, Cygnus further agreed not recommend or nominate any person for election as a Preferred Stock Trustee or other trustee of the Board at the Annual Meeting other than Messrs. Swann or Hart or commence any “withhold” or other campaign or submit any proposals with respect to the Annual Meeting, without the Issuer’s prior written consent.
In connection with the Letter Agreement, Privet Fund, on behalf of itself, Mr. Levenson and each of their affiliates deemed to own the Securities (collectively, “Privet”) entered into a Joinder to the Letter Agreement (the “Joinder”) agreeing, among other things, to the same voting obligations and restrictions with respect to the Annual Meeting as are applicable to Cygnus pursuant to the Letter Agreement.
The foregoing descriptions of the Letter Agreement and Joinder are qualified in their entirety by reference to the Letter Agreement and Joinder, which are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
Item 5. | Interest in Securities of the Issuer. |
Items 5(a) – (c) are hereby amended and restated as follows:
(a)(b) See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of Securities, and percentage of the outstanding Securities, beneficially owned by each of the Reporting Persons, respectively. See rows (7) through (10) of the cover page to this Schedule 13D for the number of Securities as to which the Reporting Persons have the sole or shared power to vote or direct the vote of and sole or shared power to dispose or to direct the disposition of.
The aggregate percentage of Securities reported owned by each Reporting Person is based upon (i) 80,616,801 shares of Beneficial Interest, (ii) 3,450,000 shares of Series B Preferred Stock outstanding, (iii) 6,900,000 shares of Series C Preferred Stock outstanding and (iv) 5,000,000 shares of Series D Preferred Stock outstanding as of March 11, 2022 as set forth on the Issuer’s Annual Report on Form 10-K filed with the SEC on March 15, 2022.
(c) The transactions in the Securities since the filing of Amendment No. 2 to the Schedule 13D by certain of the Reporting Persons are set forth on Schedule A attached hereto and are incorporated herein by reference.
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Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On March 25, 2022, the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 to the Schedule 13D and the Issuer entered into the Letter Agreement and Joinder as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
On March 28, 2022, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 3 to the Schedule 13D agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the Securities to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
99.1 | Letter Agreement and Joinder, dated March 25, 2022. |
99.2 | Joint Filing Agreement by and among Cygnus Opportunity Fund, LLC, Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC, Cygnus Property Fund VI, LLC, Cygnus Capital Advisers, LLC, Cygnus General Partners, LLC, Cygnus Capital Real Estate Advisors II, LLC, Cygnus Capital, Inc. and Christopher Swann, dated March 28, 2022. |
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: March 28, 2022
Cygnus Opportunity Fund, LLC | |||
By: | Cygnus General Partners, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Property Fund IV, LLC | |||
By: | Cygnus Capital Real Estate Advisors II, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Property Fund V, LLC | |||
By: | Cygnus Capital Real Estate Advisors II, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
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Cygnus Property Fund VI, LLC | |||
By: | Cygnus Capital Real Estate Advisors II, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Capital Advisers, LLC | |||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus General Partners, LLC | |||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Capital Real Estate Advisors II, LLC | |||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Capital, Inc. | |||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
/s/ Christopher Swann | |
Christopher Swann |
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Privet Fund LP | |||
By: | Privet Fund Management LLC, its general partner | ||
By: |
/s/ Ryan J. Levenson | ||
Name: | Ryan J. Levenson | ||
Title: | Managing Member |
Privet Fund Management LLC | |||
By: |
/s/ Ryan J. Levenson | ||
Name: | Ryan J. Levenson | ||
Title: | Managing Member |
/s/ Ryan J. Levenson | |
Ryan J. Levenson |
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SCHEDULE A
Transactions in the Securities Since the Filing of Amendment No. 2 to the Schedule 13D
Nature of Transaction | Amount of Securities Purchased/(Sold) | Price per Share ($) | Date of Purchase/Sale |
Cygnus Opportunity Fund, LLC
Purchase of Series B Preferred Stock | 100 | 6.6180 | 03/02/2022 |
Purchase of Series C Preferred Stock | 524 | 5.8955 | 03/02/2022 |
Purchase of Series D Preferred Stock | 200 | 5.8350 | 03/02/2022 |
Purchase of Series C Preferred Stock | 500 | 6.0391 | 03/03/2022 |
Purchase of Series D Preferred Stock | 500 | 6.0643 | 03/03/2022 |
Purchase of Series B Preferred Stock | 1,000 | 6.4610 | 03/04/2022 |
Purchase of Series C Preferred Stock | 1,000 | 5.9086 | 03/04/2022 |
Purchase of Series D Preferred Stock | 1,000 | 5.7790 | 03/04/2022 |
Purchase of Series C Preferred Stock | 1,000 | 5.5900 | 03/11/2022 |
Purchase of Series B Preferred Stock | 1,000 | 5.3211 | 03/15/2022 |
20 |
Exhibit 99.1
CYGNUS PROPERTY FUND V, LLC
c/o Cygnus Capital, Inc.
3060 Peachtree Road NW, Suite 1080
Atlanta, Georgia 30305
March 25, 2022
BY ELECTRONIC MAIL
Pennsylvania Real Estate Investment Trust
One Commerce Square
2005 Market Street, Suite 1000
Philadelphia, PA 19103
Attn: | Lisa M. Most Executive Vice President, Chief Compliance Officer, General Counsel and Secretary |
Email: | lisa.most@preit.com |
Re: | Notice of Withdrawal of Nomination of Individuals for Election as Preferred Share Trustees at the 2022 Annual Meeting of Shareholders of Pennsylvania Real Estate Investment Trust |
Dear Ms. Most:
On February 18, 2022, Cygnus Property Fund V, LLC (“Cygnus V”) delivered a letter (the “Nomination Letter”) to Pennsylvania Real Estate Investment Trust (“PREIT”) notifying PREIT as to the nomination of Ryan J. Levenson and Christopher Swann (collectively, the “Nominees”) for election to the for election as Preferred Stock Trustees to the Board of Trustees of PREIT (the “Board”) at the 2022 annual meeting of shareholders of PREIT, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Nomination Letter.
Effective upon the date PREIT files its proxy materials fulfilling its obligations set forth herein, Cygnus V, on behalf of itself, Mr. Swann and its and their affiliates that are deemed to own securities of PREIT (beneficially or otherwise) (collectively, “Cygnus”) hereby irrevocably withdraws its Nomination Letter solely with respect to the nomination of Mr. Levenson and, accordingly, its nomination of Mr. Levenson for election as Preferred Stock Trustees at the Annual Meeting.
Cygnus hereby represents and warrants to PREIT that Schedule A hereto sets forth the entirety of its (or its, Mr. Swann’s or its or their affiliates) ownership (beneficial or otherwise), voting power and/or economic exposure with respect to PREIT or any PREIT securities.
Cygnus hereby agrees that it will cause all of the Outstanding Preferred that Cygnus or any of its affiliates has the right to vote (or direct the vote) as of the applicable record date, to be present in person or by proxy for quorum purposes and to be voted at the Annual Meeting and at any adjournments or postponements thereof, to consent in connection with any action by written consent in lieu of a meeting, and to exercise any authority to cumulate votes that may apply solely in such manner as PREIT directs, (A) in favor of Mr. Swann and the Second Trustee (as defined below), and (B) against any shareholder nominations for Preferred Stock Trustee that are not Mr. Swann or the Second Trustee. Subject to PREIT fulfilling its obligations set forth herein, Cygnus hereby agrees that it will not, without the prior written consent of the Board, nominate or recommend for nomination any person for election as a Preferred Stock Trustee or other trustee of the Board at the Annual Meeting other than Mr. Swann (or the Second Trustee (as defined below)) as a Preferred Stock Trustee, commence any “withhold” or other campaign or submit any proposals with respect to the Annual Meeting.
PREIT hereby (i) agrees that it will include Mr. Swann in PREIT’s proxy statement, proxy card and other proxy materials filed and/or mailed to holders of the Outstanding Preferred in connection with the Annual Meeting, and Cygnus agrees not to file and/or mail its own proxy statement, proxy card or other proxy materials to holders of the Outstanding Preferred (or to holders of other PREIT securities, including common shares of beneficial interest) and (ii) confirms that Mr. Kenneth Hart (the “Second Trustee”) will be included in its proxy statement and proxy card that would be used by preferred holders as the other nominee for Preferred Stock Trustee.
Please address any notices or other communications hereunder (i) if to PREIT, to Lisa M. Most, telephone (215) 284-2917, email lisa.most@preit.com (with a copy to Wachtell, Lipton, Rosen & Katz, Attention: Robin Panovka and Sabastian V. Niles, telephone (212) 403-1000, facsimile (212) 403-2000, email rpanovka@wlrk.com and svniles@wlrk.com), and (ii) if to Cygnus V, to Christopher Swann, telephone (404) 465-3685, email cswann@cygnuscapital.com (with a copy to Olshan Frome Wolosky LLP, Attention: Elizabeth Gonzalez-Sussman, telephone (212) 451-2206, facsimile (212) 451-2222, email egonzalez@olshanlaw.com).
Very truly yours, | |||
CYGNUS PROPERTY FUND V, LLC | |||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | Authorized Signatory | ||
Acknowledged and Agreed: | |||
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | |||
By: |
/s/ Lisa M. Most |
||
Name: | Lisa M. Most | ||
Title: | Executive Vice President, Chief Compliance Officer, General Counsel & Secretary | ||
Joinder
To: | Pennsylvania Real Estate Investment Trust (“PREIT”) | |
And To: | Cygnus Property Fund V, LLC (“Cygnus V”) |
Reference is made to the Notice of Withdrawal (the “Notice of Withdrawal”), dated as of March 25, 2022, between PREIT and Cygnus V. Capitalized terms used but not defined in this joinder agreement have the meanings given to them in the Notice of Withdrawal.
The undersigned, on behalf of itself, Mr. Levenson and its and their affiliates that are deemed to own securities of PREIT (beneficially or otherwise), hereby:
(a) | acknowledges that the undersigned has received and had the opportunity to review a copy of the Notice of Withdrawal; |
(b) | agrees that it and its affiliates hereby make the same representations and warranties set forth in the third paragraph of the Notice of Withdrawal as if it was Cygnus V; |
(c) | agrees that it, Mr. Levenson and its and their affiliates that are deemed to beneficially own securities of PREIT will comply with the obligations set forth in the fourth paragraph of the Notice of Withdrawal as if it was Cygnus V; and |
(d) | agrees that it shall be directly liable to PREIT for any breaches of the obligations of the undersigned or any of its affiliates that are deemed to own securities of PREIT (beneficially or otherwise) under this joinder agreement. |
DATED the 25th day of March, 2022.
Privet Fund LP | ||
By: | Privet Fund Management LLC, its general partner | |
/s/ Ryan J. Levenson | ||
Ryan J. Levenson, Managing Member |
Schedule A
Cygnus V / C. Swann / Affiliates | |
Cygnus Opportunity Fund, LLC | 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred, 106,249 shares of Series C Preferred and 100,310 shares of Series D Preferred |
Cygnus Property Fund IV, LLC | 630,317 shares of Beneficial Interest, 35,362 shares of Series B Preferred, 62,500 shares of Series C Preferred and 16,500 shares of Series D Preferred |
Cygnus Property Fund V, LLC | 147,802 shares of Series B Preferred, 210,479 shares of Series C Preferred and 165,000 shares of Series D Preferred |
Cygnus Property Fund VI, LLC | 41,485 shares of Series B Preferred and 71,781 shares of Series D Preferred |
Cygnus Capital Advisers, LLC | 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred, 106,249 shares of Series C Preferred and 100,310 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Cygnus Opportunity Fund, LLC) |
Cygnus General Partners, LLC | 815,149 shares of Beneficial Interest, 81,399 shares of Series B Preferred, 106,249 shares of Series C Preferred and 100,310 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Cygnus Opportunity Fund, LLC) |
Cygnus Capital Real Estate Advisors II, LLC | 630,317 shares of Beneficial Interest, 224,649 shares of Series B Preferred, 272,979 shares of Series C Preferred and 253,281 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned in the aggregate by Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC and Cygnus Property Fund VI, LLC) |
Cygnus Capital, Inc. | 1,445,466 shares of Beneficial Interest, 306,048 shares of Series B Preferred, 379,228 shares of Series C Preferred and 353,591 shares of Series D Preferred (consisting of shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned in the aggregate by Cygnus Opportunity Fund, LLC, Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC and Cygnus Property Fund VI, LLC) |
Christopher Swann | 1,636,466 shares of Beneficial Interest, 306,048 shares of Series B Preferred, 379,228 shares of Series C Preferred and 357,591 shares of Series D Preferred (consisting of (i) shares of Beneficial Interest, Series B Preferred, Series C Preferred and Series D Preferred beneficially owned in the aggregate by Cygnus Property Fund IV, LLC, Cygnus Property Fund V, LLC and Cygnus Property Fund VI, LLC; (ii) 190,00 shares of Beneficial Interest held in an account by Mr. Swann’s spouse, which Mr. Swann shares voting and dispositive power over, and (iii) 1,000 shares of Beneficial Interest and 4,000 shares of Series D Preferred beneficially owned directly by Mr. Swann) |
Privet / R. Levenson / Affiliates | |
Privet Fund LP | 2,910 shares of Series B Preferred, 32,836 shares of Series C Preferred and 73,227 shares of Series D Preferred |
Privet Fund Management LLC | 2,910 shares of Series B Preferred, 32,836 shares of Series C Preferred and 73,227 shares of Series D Preferred (consisting of shares of Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Privet Fund LP) |
Ryan J. Levenson | 2,910 shares of Series B Preferred, 32,836 shares of Series C Preferred and 73,227 shares of Series D Preferred (consisting of shares of Series B Preferred, Series C Preferred and Series D Preferred beneficially owned directly by Privet Fund LP) |
Exhibit 99.2
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Beneficial Interest, par value $1.00 per share, 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share and 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, of Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: March 28, 2022
Cygnus Opportunity Fund, LLC | |||
By: | Cygnus General Partners, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Property Fund IV, LLC | |||
By: | Cygnus Capital Real Estate Advisors II, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Property Fund V, LLC | |||
By: | Cygnus Capital Real Estate Advisors II, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Property Fund VI, LLC | |||
By: | Cygnus Capital Real Estate Advisors II, LLC, its general partner | ||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Capital Advisers, LLC | |||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus General Partners, LLC | |||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Capital Real Estate Advisors II, LLC | |||
By: | Cygnus Capital, Inc., its managing member | ||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
Cygnus Capital, Inc. | |||
By: |
/s/ Christopher Swann | ||
Name: | Christopher Swann | ||
Title: | President and CEO |
/s/ Christopher Swann | |
Christopher Swann |