This prospectus, any accompanying prospectus supplement and the documents incorporated or deemed to be
incorporated by reference in this prospectus and any accompanying prospectus supplement contain certain
“forward-looking”
statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act.
The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe
the Company’s future plans, strategies and expectations, are generally identifiable by use of the words
“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements since they
involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond
the Company’s control and could materially affect actual results, performances or achievements. Factors which may cause actual results to differ materially from our current expectations include, but are not limited to, those discussed under the caption
“Risk Factors” in
the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, as well as the following additional factors: (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other
sources of financing or refinancing on favorable terms to
the Company, (iv)
the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations and management’s ability to estimate the impact of such changes, (vi) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (vii) pandemics or other health crises, such as coronavirus disease 2019 (
“COVID-19”), (viii) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (ix)
the Company's failure to realize the expected benefits of the Merger (as defined
below), (x) significant transaction costs and/or unknown or inestimable liabilities related to the Merger, (xi) the risk of shareholder litigation in connection with the Merger, including any resulting expense, (xii) the risk that Weingarten’s business will not be integrated successfully or that such integration may be more difficult, time-consuming, costly than expected, (xiii) risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the Merger, (xiv) the possibility that, if
the Company does not achieve the perceived benefits of the Merger as rapidly or to the extent anticipated by financial analysts or investors, the market price of
the Company’s common stock
could decline, (xv) valuation and risks related to
the Company’s joint venture and preferred equity investments, (xvi) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common stock held by
the Company, (xvii) increases in operating costs, (xviii) changes in the dividend policy for
the Company’s common and preferred stock and
the Company’s ability to pay dividends at current levels, (xix) the reduction in
the Company’s income in the event of multiple lease terminations by tenants or a failure
of multiple tenants to occupy their premises in a shopping center, (xx) impairment charges, (xxi) unanticipated changes in
the Company’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity and (xxii) the other risks and uncertainties identified under Item 1A,
“Risk Factors” in our Annual Report on Form 10-K for the year-ended
December 31, 2020, as supplemented by the risks and uncertainties identified under Item 1A,
“Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended
June 30, 2021, and our subsequently filed reports with the Securities and Exchange Commission (
“SEC”). Accordingly, there is no assurance that
the
Company’s expectations will be realized.
The Company disclaims any intention or obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
We caution readers that any such forward-looking statements are based on currently available operational, financial and competitive information, and they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date on which they were made. Except as required by law, we disclaim any obligation to review or update these forward-looking statements to reflect events or circumstances as they occur.