Wheeler REIT extends exchange offer for series D convertible preferreds to Jan. 6

By Mary-Katherine Stinson

Lexington, Ky., Dec. 23 – Wheeler Real Estate Investment Trust, Inc. reported the results and extended the expiration date in its offer to exchange any and all of the 3,152,392 outstanding shares of its series D cumulative convertible preferred stock for $25-par 6% subordinated notes due 2027, according to a 424B3 and 8-K filing with the Securities and Exchange Commission.

The offer has been extended to 11:59 p.m. ET on Jan. 6 to allow shareholders additional time to tender their shares. The original expiration date was 11:59 p.m. ET on Dec. 22.

As of the original expiration time, 713,863 shares of series D convertible preferred stock, representing 22.14% of the total amount outstanding, had been tendered in the offer.

As previously reported, the series D preferreds will be valued at $16.00. On Nov. 18, the last reported price was $11.11 per share. The preferreds trade on the Nasdaq Capital Market under the symbol “WHLRD.”

The exchange notes, the subordinated notes, will be issued in $25 minimum denominations. Fractional amounts in the tender offer will be paid in cash.

Each year, starting in 2023, the company will redeem the exchange notes at 102 through a mandatory redemption of 10% of the notes issued in the exchange offer.

The exchange notes will be listed on Nasdaq as “WHLRZ.”

The company is also soliciting consents for the series D preferred stock.

Amendments in the consent solicitation include: eliminating provisions relating to cumulative dividend rights; eliminating mandatory redemption of the preferreds based on an asset coverage of at least 200%; taking away the right of series D holders to cause the company to redeem any or all of the preferred stock; removing the right of holders to elect two directors to the board if dividends are in arrears for six or more consecutive quarterly periods; providing for the mandatory conversion of the stock if the 20-day volume weighted average closing price of common stock exceeds $10.00 per share; eliminating the change of control; and providing that the company shall not be restricted from redeeming, purchasing or otherwise acquiring any shares of series D preferred stock.

Shareholders who do not participate in the offer will be subject to the payout on the upcoming redemption date, which is likely to be made in common stock. Preferred holders would be receiving shares that would likely be a significant decrease in value.

No partial tenders will be accepted; shareholders need to tender all of their shares.

As of Sept. 30, the company had $353.7 million of debt outstanding, $320.7 million which was secured and $33 million which was unsecured. The exchange notes will be unsecured and will rank pari passu with the company’s outstanding 7% subordinated convertible notes due 2031.

The information agent is Kingsdale Advisors (866 228-8614, 416 867-2272, contactus@kingsdaleadvisors.com).

The dealer manager for the exchange offer and the solicitation agent for the consent solicitation is Odeon Capital Group LLC.

Virginia Beach-based Wheeler is a fully integrated, self-managed commercial real estate investment company that focuses on acquiring and managing income-producing grocery-anchored retail centers.

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