Exhibit 8.1
PILLSBURY WINTHROP SHAW PITTMAN LLP
2300 N St. NW
Washington, DC 20037
February 12, 2013
Saul Centers, Inc.
7501 Wisconsin Avenue, Suite 1500
Bethesda,
Maryland 20814
Ladies and Gentlemen:
Saul Centers, Inc. (the “Company”) has filed a registration statement on Form S-3, as amended (File No. 333-185595) (the “Registration Statement,” which term includes the
prospectus declared effective January 3, 2013, and all documents incorporated and deemed to be incorporated by reference therein) with the Securities and Exchange Commission. In connection with the filing of a prospectus supplement (the
“Prospectus Supplement”) dated January 29, 2013, you have asked us to render an opinion with respect to the qualification of the Company as a real estate investment trust (“REIT”) under sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the “Code”).
In rendering the following opinions, we have examined such
statutes, regulations, records, certificates and other documents as we have considered necessary or appropriate as a basis for such opinions, including the following: (1) the Registration Statement, (2) the Prospectus Supplement,
(3) the Articles of Incorporation of the Company, as amended, restated or supplemented (the “Articles of Incorporation”), (4) certain written representations of the Company contained in a letter to us dated as of the date hereof,
(5) representative copies of the leases entered into by the Company as of the date hereof, and (6) such other documents or information as we have deemed necessary to render the opinions set forth in this letter.
In our review, we have assumed, with your consent, that the documents listed above that we reviewed in proposed form will be executed in
substantially the same form, all of the representations and statements set forth in such documents as to factual matters (but not legal conclusions) are true, correct and complete, and that all representations that speak in the future, or to the
intention, or to the best of belief and knowledge of any person(s) or party(ies) are and will be true, correct and complete as if made without such qualification. Nothing has come to our attention which would cause us to believe that any of such
representations are untrue, incorrect or incomplete. We have also assumed that all of the obligations imposed by any such documents on the parties thereto, including obligations imposed under the Articles of Incorporation have been or will be
performed or satisfied in accordance with their terms. Further, we have assumed the genuineness of all signatures, the proper execution of all documents, the authenticity of all documents submitted to us as originals, the conformity to originals of
documents submitted to us as copies, and the authenticity of the originals from which any copies were made.
Saul Centers, Inc.
February 12, 2013
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Unless facts material to the opinions expressed herein are specifically stated to have
been independently established or verified by us, we have relied as to such facts solely upon the representations made by the Company. To the extent that the representations of the Company are with respect to matters set forth in the Code or the
regulations promulgated thereunder (the “Treasury Regulations”), we have reviewed with the individuals making such representations the relevant provisions of the Code, the applicable Treasury Regulations and published administrative
interpretations thereof.
Based upon and subject to the foregoing and to the qualifications below, we are of the opinion that:
1. The Company was a REIT under the Code for each of its taxable years ending through December 31, 2012.
2. The Company is organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and its current
method of operation and ownership will enable it to meet the requirements for qualification and taxation as a REIT for the current taxable year and for future taxable years.
3. The statements in the Prospectus Supplement set forth under the caption “Material Federal Income Tax Considerations,” to the extent that they discuss matters of law or legal conclusions or
purport to describe or summarize certain provisions of the agreements, statutes or regulations referred to therein, are accurate descriptions or summaries in all material respects, and the discussion thereunder expresses the opinion of Pillsbury
Winthrop Shaw Pittman LLP insofar as it relates to matters of United States federal income tax law and legal conclusions with regard to those matters.
The opinions set forth in this letter are based on existing law as contained in the Code, Treasury Regulations (including any Temporary and Proposed Regulations), and interpretations of the foregoing by
the Internal Revenue Service (“IRS”) and by the courts in effect (or, in case of certain Proposed Regulations, proposed) as of the date hereof, all of which are subject to change, both retroactively or prospectively, and to possibly
different interpretations. Moreover, the Company’s ability to achieve and maintain qualification as a REIT depends upon its ability to achieve and maintain certain diversity of stock ownership requirements and, through actual annual operating
results, certain requirements under the Code regarding its income, assets and distribution levels. No assurance can be given as to whether, for any given taxable year, the actual ownership of the Company’s stock and its actual operating results
and distributions satisfy
Saul Centers, Inc.
February 12, 2013
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the tests necessary to achieve and maintain its status as a REIT. We assume no obligation to update the opinions set forth in this letter. We believe that the conclusions expressed herein, if
challenged by the IRS, would be sustained in court. Because our positions are not binding upon the IRS or the courts, however, there can be no assurance that contrary positions may not be successfully asserted by the IRS.
The foregoing opinions are limited to the specific matters covered thereby and should not be interpreted to imply the undersigned has
offered its opinion on any other matter.
We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. The giving of this consent, however, does not constitute an admission that we are “experts” within the meaning of Section 11 of the Securities Act of 1933, as amended (the “Act”), or within the category of persons
whose consent is required by Section 7 of the Act.
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Very truly yours,
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/s/ PILLSBURY WINTHROP SHAW PITTMAN LLP
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(53471)
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Exhibit 10.1
TWELFTH AMENDMENT TO THE
FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF
SAUL HOLDINGS LIMITED PARTNERSHIP
THIS TWELFTH AMENDMENT TO THE FIRST
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAUL HOLDINGS LIMITED PARTNERSHIP (this “
Twelfth Amendment
”), dated as of February 12, 2013, is entered into by the undersigned party.
W
I
T
N
E
S
S
E
T
H
:
WHEREAS, Saul Holdings Limited Partnership (the “
Partnership
”) was formed as a Maryland limited partnership pursuant to
that certain Certificate of Limited Partnership dated June 16, 1993 and filed on June 16, 1993 among the partnership records of the Maryland State Department of Assessments and Taxation, and that certain Agreement of Limited Partnership
dated June 16, 1993 (the “
Original Agreement
”);
WHEREAS, the Original Agreement was amended and
restated in its entirety by that certain First Amended and Restated Agreement of Limited Partnership of the Partnership dated August 26, 1993, which was further amended by that certain First Amendment dated August 26, 1993, by that certain
Second Amendment dated March 31, 1994, by that certain Third Amendment dated July 21, 1994, by that certain Fourth Amendment dated December 1, 1996, by that certain Fifth Amendment dated July 6, 2000, by that certain Sixth
Amendment dated November 5, 2003, by that certain Seventh Amendment dated November 26, 2003, by that certain Eighth Amendment dated December 31, 2007, by that certain Ninth Amendment dated March 27, 2008, by that certain Tenth
Amendment dated April 4, 2008 and by that certain Eleventh Amendment dated September 23, 2011 (as amended, the “
Agreement
”);
WHEREAS, on February 12, 2013, Saul Centers, Inc. (the “
General Partner
”) issued 56,000 shares of 6.875% Series C Cumulative Redeemable Preferred Stock (the “
Series C
Preferred Shares
,” each a “
Series C Preferred Share
”) at a gross offering price of $2,500.00 per Series C Preferred Share and, in connection therewith, the General Partner, pursuant to Section 8.7.C of the Agreement,
is required to contribute the proceeds of such issuance to the Partnership and cause the Partnership to issue to the General Partner preferred equity ownership interests in the Partnership (“
Series C Preferred Partnership Units
”);
and
WHEREAS, the General Partner desires to amend the Agreement pursuant to its authority under Sections 2.4 and 14.1.B of
the Agreement and the powers of attorney granted to the General Partner by the Limited Partners in order to reflect the aforementioned issuance of the Series C Preferred Partnership Units.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the undersigned party, intending legally to be bound, hereby agrees as follows:
1. The Agreement is hereby amended by the addition of a new exhibit, entitled
Exhibit H
, in the form attached hereto, which sets
forth the designations, allocations, preferences and other special rights, powers and duties of the Series C Preferred Partnership Units and which shall be attached to and made a part of the Agreement.
2. Pursuant to Section 8.7.C of the Agreement, effective as of February 12, 2013, the issuance date of the Series C Preferred
Shares by the General Partner, the Partnership hereby issues 56,000 Series C Preferred Partnership Units to the General Partner as provided in
Exhibit H
. The Series C Preferred Partnership Units have been created and are being issued in
conjunction with the General Partner’s issuance of the Series C Preferred Shares, and as such, the Series C Preferred Partnership Units are intended to have designations, preferences and other rights, all such that the economic interests are
substantially similar to the designations, preferences and other rights of the Series C Preferred Shares, and the terms of this Twelfth Amendment, including without limitation the attached
Exhibit H
, shall be interpreted in a fashion
consistent with this intent. In return for the issuance to the General Partner of the Series C Preferred Partnership Units, the General Partner has contributed to the Partnership the funds raised through its issuance of the Series C Preferred Shares
(the General Partner’s capital contribution shall be deemed to equal the amount of the gross proceeds of that share issuance,
i.e.
, the net proceeds actually contributed, plus any underwriter’s discount or other expenses incurred,
with any such discount or expense deemed to have been incurred by the General Partner on behalf of the Partnership).
3. In
order to reflect the issuance of the Series C Preferred Partnership Units,
Exhibit A
to the Agreement is hereby amended by adding to the end of such
Exhibit A
the following table:
Series C Preferred Partnership Units
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Holder
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Number of Series C
Preferred Partnership
Units
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Issuance Date
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Saul Centers, Inc.
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56,000
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2/12/2013
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4. The foregoing recitals are incorporated in and are part of this Twelfth Amendment.
5. Except as the context may otherwise require, any terms used in this Twelfth Amendment that are defined in the Agreement shall have the
same meaning for purposes of this Twelfth Amendment as in the Agreement.
6. Except as specifically amended hereby, the terms,
covenants, provisions and conditions of the Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and
confirmed in all respects.
- 2 -
IN WITNESS WHEREOF, the undersigned parties have executed this Twelfth Amendment as of the
date first written above.
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GENERAL PARTNER
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SAUL CENTERS, INC.
a Maryland corporation
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By:
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/s/ Scott V. Schneider
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Name:
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Scott V. Schneider
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Title:
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Senior Vice President,
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Chief Financial Officer,
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Treasurer and Secretary
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EXHIBIT H
DESIGNATION OF THE
SERIES C PREFERRED PARTNERSHIP UNITS
OF SAUL HOLDINGS LIMITED PARTNERSHIP
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1.
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Number of Units and Designation
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A class of ownership interests in the Partnership entitled “Series C Preferred Partnership Units” is hereby designated and the number of Series C Preferred Partnership Units constituting such
class shall be 56,000.
For
purposes of the Series C Preferred Partnership Units, the following terms shall have the meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the
Agreement:
“
Distribution Payment Date
” means any date on which cash dividends are paid on all outstanding
shares of the Series C Preferred Shares.
“
Liquidation Preference
” has the meaning set forth in
Section 4 of this
Exhibit H
.
“
Series C Preferred Partnership Units
” means the preferred equity
ownership interests in the Partnership issued to the General Partner by the Partnership in connection with the issuance by the General Partner of the Series C Preferred Shares, having the designations, preferences and rights set forth in this
Exhibit H
.
“
Series C Preferred Shares
” means the 6.875% Series C Cumulative Redeemable Preferred
Stock issued by the General Partner.
Notwithstanding anything to the contrary contained in Section 5.2 of the Agreement, on each Distribution Payment Date, the General
Partner shall cause distributions of Available Cash to be made in cash to the General Partner with respect to the Series C Preferred Partnership Units in an amount equal to the amount that is required to be distributed by the General Partner on that
date to the holders of Series C Preferred Shares. The Series C Preferred Partnership Units shall not be entitled to any distributions of Available Cash, whether payable in cash, property or stock, except as provided herein.
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4.
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Liquidation Preference
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In the event of any liquidation, dissolution or winding up of the Partnership, whether voluntary or involuntary, before any payment or
distribution of the Partnership (whether capital, surplus or otherwise) shall be made under Section 13.2.A(3) to any classes of ownership interest in the Partnership that are junior in priority to the Series C Preferred Partnership Units, the
Series C Preferred Partnership Units shall be entitled to a preference (the “
Liquidation Preference
”)
equal to the sum of (i) $2,500 per Series C Preferred Partnership Unit, plus (ii) an amount per Series C Preferred Partnership Unit equal to any accrued and unpaid dividends on one
Series C Preferred Share to the date of final distribution. Until the Liquidation Preference with respect to the Series C Preferred Partnership Units has been paid in full, no payment shall be made under Section 13.2.A(3) with respect to any
classes of ownership interest in the Partnership that are junior in priority to the Series C Preferred Partnership Units. If, upon any liquidation, dissolution or winding up of the Partnership, the assets of the Partnership, or proceeds thereof,
distributable with respect to the Series C Preferred Partnership Units shall be insufficient to pay in full the Liquidation Preference and liquidating payments on any ownership interests in the Partnership that are on a parity with the Series C
Preferred Partnership Units, then such assets, or the proceeds thereof, shall be distributed among the Series C Preferred Partnership Units and any such ownership interests in the Partnership on the same parity as the Series C Preferred Partnership
Units, ratably in the same proportion as the respective amounts that would be payable on such Series C Preferred Partnership Units and any such other ownership interests in the Partnership on the same parity if all amounts payable thereon were paid
in full. After payment in full of the Liquidation Preference, the Series C Preferred Partnership Units shall have no right or claim to any of the remaining assets of the Partnership. For the purposes of this Section 4, (i) a consolidation
or merger of the Partnership with one or more partnerships, or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of
the Partnership.
Series C
Preferred Partnership Units shall be redeemable by the Partnership as follows:
(a) At any time that the General Partner
exercises its right to redeem all or any of the Series C Preferred Shares, the General Partner shall cause the Partnership to concurrently redeem an equal number of Series C Preferred Partnership Units, at a redemption price per Series C Preferred
Partnership Unit payable in cash and equal to the same price per share paid by the General Partner to redeem the Series C Preferred Shares (i.e., a redemption price of $2,500.00 per Series C Preferred Share, plus any accrued and unpaid dividends
thereon). No interest shall accrue for the benefit of the Series C Preferred Partnership Units to be redeemed on any cash set aside by the Partnership.
(b) If the Partnership shall redeem Series C Preferred Partnership Units pursuant to paragraph (a) of this Section 5, from and after the redemption date (unless the Partnership shall fail to
make available the amount of cash necessary to effect such redemption), (i) except for payment of the redemption price, the Partnership shall not make any further distributions on the Series C Preferred Partnership Units so called for
redemption, (ii) said units shall no longer be deemed to be outstanding and (iii) all rights of the holders thereof as holders of Series C Preferred Partnership Units of the Partnership shall cease except the rights to receive the cash
payable upon such redemption, without interest thereon.
(c) If fewer than all the outstanding Series C Preferred Partnership
Units are to be redeemed, units to be redeemed shall be determined pro rata, by lot or in such other manner from outstanding Series C Preferred Partnership Units not previously called for redemption by any method determined by the General Partner in
its discretion. Upon any such redemption, the General Partner shall amend
Exhibit A
to the Agreement as appropriate to reflect such redemption.
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6.
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Status of Reacquired Units
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All Series C Preferred Partnership Units which shall have been issued and reacquired in any manner by the Partnership shall be deemed cancelled.
The Series C
Preferred Partnership Units shall be deemed to rank:
(a) senior to all existing Partnership Interests;
(b) senior to any class or series of ownership interests in the Partnership, as to the payment of distributions and as to distributions
of assets upon liquidation, dissolution or winding up, if such class or series is hereafter issued in connection with the future issuance by the General Partner of common stock or any other equity securities ranking junior to the Series C Preferred
Shares;
(c) on a parity with any class or series of ownership interests in the Partnership, as to the payment of
distributions and as to distributions of assets upon liquidation, dissolution or winding up, if such class or series is hereafter issued in connection with the future authorization or designation by the General Partner of equity securities, the
terms of which specifically provide that such equity securities rank on a parity with the Series C Preferred Shares; and
(d)
junior to any class or series of ownership interests in the Partnership, as to payment of distributions and as to distribution of assets upon liquidation, dissolution or winding up, if such class or series is hereafter issued in connection with the
future authorization or designation by the General Partner of equity securities, the terms of which specifically provide that such class or series ranks senior to the Series C Preferred Shares.
The term “ownership interests in the Partnership” does not include convertible debt securities issued in the future by the
Partnership, which will rank senior to the Series C Preferred Partnership Units prior to conversion. All Series C Preferred Partnership Units shall rank equally with one another and shall be identical in all respects.
Notwithstanding Sections 6.1.A and B of the Agreement, after giving effect to the special allocations set forth in Section 1 of
Exhibit C
to the Agreement, each year gross income of the Partnership shall be allocated first to the General Partner until the cumulative amount allocated under this Section 8 to the General Partner for the current year and all prior
years is equal to the cumulative amount for the current year and all prior years of the sum of (A) the distributions made to the General Partner under Section 3 of this
Exhibit H
, (B) the portion of the distributions made to
the General Partner under Section 5 of this
Exhibit H
(if any) that exceeds $2,500 per Series C Preferred Partnership Unit and (C) for the year in which a distribution is to be made to
the General Partner under Section 4 of this
Exhibit H
, the portion of the Liquidation Preference payable to the General Partner under Section 4 (if any) that exceeds $2,500 per
Series C Preferred Partnership Unit. Any remaining Net Income or Net Loss shall be allocated as set forth in Sections 6.1.A and B of the Agreement.
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9.
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Restrictions on Ownership
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The Series C Preferred Partnership Units shall be owned and held solely by the General Partner.
Series C
Preferred Partnership Units are not convertible into or exchangeable for any other property or securities of the Partnership, except to the extent that the holders of the Series C Preferred Shares convert the Series C Preferred Shares into shares of
the General Partner’s common stock, in which case, for each Series C Preferred Share being converted, the Partnership shall convert one Series C Preferred Partnership Unit into a number of Partnership Units equal to the number of shares of the
General Partner’s common stock into which each Series C Preferred Share is converted. If the holders of the Series C Preferred Shares receive cash, securities or other property upon conversion of the Series C Preferred Shares, an equal number
of Series C Preferred Partnership Units shall also convert into such cash, securities or other property.
(a) The General
Partner shall have a zero percent Partnership Interest with respect to the Series C Preferred Partnership Units and shall have no voting rights with respect to the Series C Preferred Partnership Units other than the right to vote on an amendment to
the Agreement if it would alter the distribution, redemption or liquidation rights of the Series C Preferred Partnership Units or any other rights or preferences of the Series C Preferred Partnership Units as set forth in this
Exhibit H
.
(b) The Series C Preferred Partnership Units shall not be entitled to the benefits of any retirement or sinking fund.
(c) The Series C Preferred Partnership Units shall not have any preferences or other rights, voting powers, restrictions,
limitations as to distributions, qualifications or terms or conditions of redemption other than as expressly set forth in this
Exhibit H
.
(d) No holder of Series C Preferred Partnership Units shall have any preemptive or preferential right to subscribe for, or to purchase, any additional ownership interests in the Partnership of any class
or series, or any other security of the Partnership which the Partnership may issue or sell.
(e) The ownership of Series C
Preferred Partnership Units may (but need not, in the sole and absolute discretion of the General Partner) be evidenced by one or more certificates. The General Partner shall amend
Exhibit A
to the Agreement from time to time to the extent
necessary to reflect accurately the issuance of, and subsequent redemption, or any other event having an effect on the ownership of, Series C Preferred Partnership Units.
(f) The rights of the General Partner, in its capacity as holder of the Series C Preferred
Partnership Units, are in addition to and not in limitation of any other rights or authority of the General Partner in any other capacity under the Agreement or applicable law. In addition, nothing contained herein shall be deemed to limit or
otherwise restrict the authority of the General Partner under the Agreement, other than in its capacity as holder of the Series C Preferred Partnership Units.
(g) If any preferences or other rights, restrictions, distributions, qualifications, allocations or terms or conditions of redemption of the Series C Preferred Partnership Units set forth in this
Exhibit H
are invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other preferences or other rights, restrictions, distributions, qualifications, allocations or terms or conditions of redemption
of Series C Preferred Partnership Units set forth in this
Exhibit H
which can be given effect without the invalid, unlawful or unenforceable provision thereof shall, nevertheless, remain in full force and effect and no preferences or other
rights, restrictions, distributions, qualifications, allocations or terms or conditions of redemption of the Series C Preferred Partnership Units herein set forth shall be deemed dependent on any other provision thereof unless so expressed therein.
(h) The headings of the various subdivisions of this
Exhibit H
are for convenience only and shall not affect the
interpretation of any of the provisions hereof.
Exhibit 99.1
SAUL CENTERS, INC.
7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland
20814-6522
(301) 986-6200
Saul Centers, Inc.
Closes Offering of
6.875% Series C Cumulative Redeemable Preferred Depositary Shares
February 12, 2013
For Immediate Release
BETHESDA, MARYLAND - Saul Centers, Inc. (NYSE:
BFS) (the “Company”) today announced that it has closed an underwritten public offering of 5,600,000 depositary shares, each representing a 1/100
th
fractional interest in a share of its newly designated 6.875% Series C Cumulative Redeemable Preferred Stock, at a
price of $25.00 per depositary share. The offering included 600,000 depositary shares sold to the underwriters pursuant to the full exercise of their overallotment option.
The Company estimates that the net proceeds from the offering will be approximately $135.1 million, after deducting underwriting discounts, commissions and estimated offering expenses. The Company intends
to use approximately $79.3 million of the net proceeds from the offering to redeem all outstanding shares of its 9% Series B Cumulative Redeemable Preferred Stock on March 15, 2013. With the remaining proceeds and available cash on hand, the
Company intends to use $60.0 million to redeem 60% of the outstanding shares of its 8% Series A Cumulative Redeemable Preferred Stock on March 2, 2013.
Raymond James & Associates, Inc., Robert W. Baird & Co. Incorporated, RBC Capital Markets, LLC, and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers
for the offering.
The offering was made pursuant to an effective shelf registration statement and prospectus and related prospectus
supplement filed with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the prospectus and the prospectus supplement relating to these securities may
be obtained from Raymond James & Associates, Inc. by calling toll-free 800-248-8863 or writing to prospectus@raymondjames.com, Robert W. Baird & Co. Incorporated by calling toll-free 800-792-2473, RBC Capital Markets, LLC by
calling toll-free 866-375-6829 or writing to usdebtcapitalmarkets@rbccm.com, or Stifel, Nicolaus & Company, Incorporated by calling toll-free 855-300-7136. You may also obtain a copy of the prospectus and the prospectus supplement and other
documents the Company has filed with the Securities and Exchange Commission for free by visiting the Commission’s Web site at
www.sec.gov
.
Saul Centers is a self-managed, self-administered equity real estate investment trust headquartered in Bethesda, Maryland. Saul Centers currently operates and manages a real estate portfolio of 59
community and neighborhood shopping center and mixed-use properties totaling approximately 9.5 million square feet of leasable area. Over 85% of the Company’s cash flow is generated from properties in the metropolitan Washington,
DC/Baltimore, MD area.
Statements in this press release that are not strictly historical are “forward-looking” statements.
Forward-looking statements involve known and unknown risks, which may cause the company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate
conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of our tenants, the availability of capital, risks related to our status as a REIT, and the profitability of the company’s taxable
subsidiary. Additional information concerning these and other
factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the company’s Securities and Exchange Commission
(“SEC”) filings, including, but not limited to, the company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the company or the SEC. Such forward-looking statements should be regarded solely as reflections of
the company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. Saul Centers, Inc. undertakes no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
Contact: Scott V. Schneider
(301) 986-6220