Wheeler REIT Reports Material Agreement, Security Holder Rights Changes

TL;DR

**Wheeler REIT just changed key agreements impacting common stock, preferred stock, and convertible debt.**

AI Summary

Wheeler Real Estate Investment Trust, Inc. filed an 8-K on February 6, 2024, reporting an event on February 5, 2024, related to a material definitive agreement and modifications to security holders' rights. The filing specifically mentions common stock, Series B preferred stock, Series D preferred stock, and convertible subordinated debt, indicating potential changes to the terms or structure of these securities. This matters to investors because any modification to these agreements could impact the value, voting rights, or dividend payments associated with their shares or debt holdings, potentially affecting their investment's return or risk profile.

Why It Matters

Changes to definitive agreements or security holder rights can directly affect the value and terms of common stock, preferred stock, and convertible debt, impacting investor returns and risk.

Risk Assessment

Risk Level: medium — The filing indicates material changes to definitive agreements and security holder rights, which could have either positive or negative implications for investors, creating uncertainty.

Analyst Insight

A smart investor would investigate the specific details of the 'Material Definitive Agreement' and 'Material Modifications to Rights of Security Holders' once they become public to understand the precise impact on common stock, preferred stock, and convertible debt, as this filing only signals that such changes have occurred without providing specifics.

Key Players & Entities

• Wheeler Real Estate Investment Trust, Inc. (company) — the registrant filing the 8-K
• February 5, 2024 (date) — date of the earliest event reported
• February 6, 2024 (date) — date the 8-K was filed
• Common Stock (security) — security mentioned in relation to modifications
• Series B Preferred Stock (security) — security mentioned in relation to modifications
• Series D Preferred Stock (security) — security mentioned in relation to modifications
• Convertible Subordinated Debt (security) — security mentioned in relation to modifications

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share WHLR Nasdaq Capital
• $0.17 — ue 2031 (the "Notes") was approximately $0.17 per share of the Company's Common Stock
• $25.00 — 148.24 shares of Common Stock for each $25.00 of principal amount of the Notes being
• $0.22 — der into Common Stock was approximately $0.22. Accordingly, pursuant to Section 14.
• $0.12 — s was further adjusted to approximately $0.12 per share of Common Stock (approximatel
• $37.83 — for a redemption price of approximately $37.83 per share ($25.00 per share plus the am
• $2.8 million — egate Redemption Price of approximately $2.8 million. Cumulative Series D Preferred Stock
• $35.9 million — egate Redemption Price of approximately $35.9 million. As of February 5, 2024, the Company h

Filing Documents

• whlr-20240205.htm (8-K) — 44KB
• wheelerseriesd-stilwelleha.htm (EX-10.1) — 15KB
• wheelerlogoa05a.jpg (GRAPHIC) — 65KB
• 0001527541-24-000012.txt ( ) — 328KB
• whlr-20240205.xsd (EX-101.SCH) — 2KB
• whlr-20240205_def.xml (EX-101.DEF) — 16KB
• whlr-20240205_lab.xml (EX-101.LAB) — 31KB
• whlr-20240205_pre.xml (EX-101.PRE) — 17KB
• whlr-20240205_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement Item 8.01 of this Current Report on Form 8-K as to the redemptions by holders (collectively, the "Series D Preferred Holders") of Wheeler Real Estate Investment Trust, Inc.'s (the "Company") Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") is incorporated herein by reference. As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 6, 2023, in connection with the December 2023 Series D Preferred Stock redemptions, (a) on December 4, 2023, the Company's Board of Directors (the "Board"), under the terms of the Company's charter, created a Capital Stock Excepted Holder Limit of 55% and a Common Stock Excepted Holder Limit of 86% (collectively, the "Prior Excepted Holder Limits") for each of Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P., and Stillwell Associates, L.P. (collectively, the "Investors"), and (b) on December 5, 2023, the Company entered into an Excepted Holder Agreement with the Investors with respect to such limits. Joseph Stilwell, a member of the Company's Board of Directors, is the managing member and owner of Stilwell Value LLC, which is the general partner of each of the Investors. Following the transfer of common stock, par value $0.01 ("Common Stock") to the Investors in consideration of the February 2024 Series D Preferred Stock redemptions made by the Investors, the Investors would have beneficially owned or constructively owned an amount of Capital Stock in excess of the Prior Excepted Holder Limits. On February 5, 2024, the Board agreed to increase the Prior Excepted Holder Limits to permit this additional ownership and, accordingly, the Company entered into an amendment to the Excepted Holder Agreement with the Investors (the "Excepted Holder Amendment") under which the Company increased the Capital Stock Excepted Holder Limit

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders Adjustment to Conversion Price of 7.00% Subordinated Convertible Notes due 2031 Item 8.01 of this Current Report on Form 8-K as to the redemptions by the Series D Preferred Holders of the Series D Preferred Stock is incorporated herein by reference. As of January 5, 2024, the Conversion Price for the Company's 7.00% Subordinated Convertible Notes due 2031 (the "Notes") was approximately $0.17 per share of the Company's Common Stock (approximately 148.24 shares of Common Stock for each $25.00 of principal amount of the Notes being converted). For the February 2024 redemptions, the lowest price at which any Series D Preferred Stock was converted by a holder into Common Stock was approximately $0.22. Accordingly, pursuant to Section 14.02 (Optional Conversion) of the indenture governing the Notes, the Conversion Price for the Notes was further adjusted to approximately $0.12 per share of Common Stock (approximately 209.84 shares of Common Stock for each $25.00 of principal amount of the Notes being converted), representing a 45% discount to $0.22.

01 Other Events

Item 8.01 Other Events Results of February 2024 Series D Preferred Stock Redemptions The fifth monthly "Holder Redemption Date" occurred on February 5, 2024. The Company processed redemption requests from five Series D Preferred Holders, collectively redeeming 74,718 shares of Series D Preferred Stock for a redemption price of approximately $37.83 per share ($25.00 per share plus the amount of all accrued but unpaid dividends to and including the February 5, 2024 Holder Redemption Date) (the "Redemption Price"). The Company settled the Redemption Price in Common Stock. The volume weighted average of the closing sales price, as reported on the Nasdaq Capital Market, per share of Common Stock for the ten consecutive trading days immediately preceding, but not including, the February 5, 2024 Holder Redemption Date was approximately $0.22 . Accordingly, the Company issued 13,048,169 shares of unregistered Common Stock in settlement of an aggregate Redemption Price of approximately $2.8 million. Cumulative Series D Preferred Stock Redemption Information To date, the Company has processed 182 redemption requests, collectively redeeming 948,631 shares of Series D Preferred Stock. Accordingly, the Company has issued 67,042,618 shares of Common Stock in settlement of an aggregate Redemption Price of approximately $35.9 million. As of February 5, 2024, the Company had 68,023,718 shares of Common Stock and 2,577,240 shares of Series D Preferred Stock outstanding. March 2024 Redemptions The deadline for the next monthly round of Series D Preferred Stock redemptions is February 25, 2024. The next monthly Holder Redemption Date will occur on March 5, 2024. Required redemption forms and a list of frequently asked questions can each be found on the Company's website at https://ir.whlr.us/series-d/series-d-redemption. Information contained on the Company's website is not incorporated by reference into this Current Report on Form 8-K and should not be considere

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHEELER REAL ESTATE INVESTMENT TRUST, INC. By: /s/ M. Andrew Franklin Name: M. Andrew Franklin Title: Chief Executive Officer and President Dated: February 6, 2024

View Full Filing

View this 8-K filing on SEC EDGAR