Item 7.01. Regulation FD Disclosure.
As previously announced, on November 22, 2022, Wheeler Real Estate Investment
Trust, Inc. (the "Company") commenced an offer to exchange any and all
outstanding shares of its Series D Cumulative Convertible Preferred Stock (the
"Series D Preferred Stock") for 6.00% Subordinated Notes due 2028 (the "Exchange
Notes" and such transaction, the "Initial Exchange Offer"), to be newly issued
by the Company, and the related solicitation of consents from the holders of
Series D Preferred Stock to certain amendments to the Company's charter that
will modify the terms of the Series D Preferred Stock ("Consent Solicitation").
On January 5, 2022, the Company issued a press release announcing the filing
with the Securities and Exchange Commission (the "SEC") of a Post-Effective
Amendment No. 1 to Form S-4 Registration Statement previously filed in
connection with the Initial Exchange Offer, reflecting the following further
revisions to the terms of the Initial Exchange Offer (the "Revised Exchange
Offer"):
? Increase the consideration for each validly tendered, not validly withdrawn and
validly accepted share of Series D Preferred Stock by offering 0.5 shares of
the Company's common stock in addition to $16.00 in principal amount of the
Exchange Notes that was offered in the Initial Exchange Offer.
? Provide that the Exchange Notes will be convertible, in whole or in part, at
any time, at the option of the holders, into shares of the Company's common
stock at a conversion price of $12.50 per share of Common Stock (2 shares of
Common Stock for each $25.00 of principal amount of the Exchange Notes being
converted).
? Offer to exchange up to a maximum of 2,112,103 shares of Series D Preferred
Stock, representing 67% of the outstanding Series D Preferred Stock; provided,
that if more than 2,112,103 shares of Series D Preferred Stock are validly
tendered and not validly withdrawn on or prior to the expiration of the Revised
Exchange Offer, then the Company will accept shares of Series D Preferred Stock
from all holders that validly tender shares of Series D Preferred Stock on a
pro rata basis.
In addition, if the Revised Exchange Offer is consummated, the Company has
agreed to pay a Soliciting Broker Fee equal to $0.10 for each share of Series D
Preferred Stock that is validly tendered and accepted for exchange pursuant to
such Revised Exchange Offer to soliciting retail brokers for holders holding
less than 100,000 shares of Series D Preferred Stock that are appropriately
designated by their clients to receive this fee. No Soliciting Broker Fees will
be paid if the Revised Exchange Offer is not consummated. Soliciting Broker Fees
will only be paid to retail brokers upon consummation of the Revised Exchange
Offer, and the Soliciting Broker Fees will be payable thereafter upon request by
the soliciting retail brokers and presentation of such supporting documentation
as the Company may reasonably request, including the soliciting broker form, a
copy of which may be obtained from the Information Agent or Exchange Agent.
Finally, the Company announced that it is extending the expiration date for the
Revised Exchange Offer, and the related Consent Solicitation, until 11:59 p.m.,
New York City time, on January 20, 2023, unless extended or earlier terminated
by the Company.
A copy of the Company's press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference into any filing made by the Company under the Exchange
Act or Securities Act of 1933, as amended (the "Securities Act"), except as
shall be expressly set forth by specific reference in such filing.
No Offer or Solicitation
This Current Report on Form 8-K is not intended and shall not constitute an
offer to buy or sell or the solicitation of an offer to buy or sell any
securities, or a solicitation of any vote or approval, nor shall there be any
sale of securities in any jurisdiction or where such sale would be unlawful
prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Important Cautions Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements are typically identified by the use of terms
such as "may," "will," "should," "potential," "predicts," "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates," or the negative
of such terms and variations of these words and similar expressions. Statements
in this Current Report on Form 8-K regarding the terms and timing of the
Exchange Offer and Consent Solicitation are forward-looking statements.
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Forward-looking statements, by their nature, involve estimates, projections,
goals, forecasts and assumptions and are subject to risks and uncertainties that
could cause actual results to differ materially from those projected or
contemplated by our forward-looking statements due to various factors,
including, among others: the ongoing adverse effect and the ultimate duration of
the COVID-19 pandemic, and federal, state, and/or local regulatory guidelines
and private business actions to control it, on the Company's financial
condition, operating results and cash flows, the Company's tenants and their
customers, the use of and demand for retail space, the real estate market in
which the Company operates, the U.S. economy, the global economy and the
financial markets; the level of rental revenue we achieve from our assets and
our ability to collect rents; the state of the U.S. economy generally, or
specifically in the Southeast, Mid-Atlantic and Northeast where our properties
are geographically concentrated; consumer spending and confidence trends; tenant
bankruptcies; availability, terms and deployment of capital; general volatility
of the capital markets and the market price of our common and preferred stock;
the degree and nature of our competition; changes in governmental regulations,
accounting rules, tax rates and similar matters; litigation risks; lease-up
risks; increases in the Company's financing and other costs as a result of
changes in interest rates and other factors, including the discontinuation of
the London Interbank Offered Rate; inability to successfully integrate the
acquisition of Cedar Realty Trust, Inc.; inability to complete the Exchange
Offer and Consent Solicitation; changes in our ability to obtain and maintain
financing; damage to the Company's properties from catastrophic weather and
other natural events, and the physical effects of climate change; information
technology security breaches; the Company's ability and willingness to maintain
its qualification as a real estate investment trust in light of economic,
market, legal, tax and other considerations; the impact of e-commerce on our
tenants' business; and inability to generate sufficient cash flows due to market
conditions, competition, uninsured losses, changes in tax or other applicable
law; and other factors discussed from time to time in our news releases, public
statements and documents filed by us with the SEC from time to time, including
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K. These forward-looking statements and such risks,
uncertainties and other factors speak only as of the date of this Current Report
on Form 8-K, and we expressly disclaim any obligation or undertaking to update
or revise any forward-looking statement contained herein, to reflect any change
in our expectations with regard thereto or any other change in events,
conditions or circumstances on which any such statement is based, except to the
extent otherwise required by applicable law.
Additional Information about the Exchange Offer and Consent Solicitation and
Where to Find it
In connection with the Initial Exchange Offer and Consent Solicitation, the
Company filed with the SEC a Registration Statement on Form S-4 on November
1, 2022 (as amended on November 18, 2022) (the "Registration Statement"). The
Registration Statement was declared effective by the SEC on November 21, 2022.
On November 22, 2022, the Company filed with the SEC the Prospectus/Consent
Solicitation (as supplemented or amended, the "Prospectus/Consent
Solicitation"). The Company also filed with the SEC a joint statement on
Schedule TO/13E-3 (as supplemented or amended, the "Schedule TO/13E-3") for the
Exchange Offer and Consent Solicitation. The Company commenced mailing the
Prospectus/Consent Solicitation to holders of the Series D Preferred Stock on or
about November 22, 2022. On January 5, 2023, the Company filed with the SEC a
Post-Effective Amendment No. 1 to Form S-4 Registration Statement. The Company
intends to file other relevant documents with the SEC regarding the Revised
Exchange Offer and Consent Solicitation. This Form 8-K is not a substitute for
the Prospectus/Consent Solicitation, Registration Statement, Schedule TO/13E-3
or any other document that the Company may file with the SEC. INVESTORS AND
STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE
TO/13E-3, THE PROSPECTUS/CONSENT SOLICITATION, AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE EXCHANGE OFFER AND
CONSENT SOLICITATION. Investors and stockholders are able to obtain free copies
of the Registration Statement, the Schedule TO/13E-3, the Prospectus/Consent
Solicitation, and all other documents containing important information about the
Company and the Revised Exchange Offer and Consent Solicitation, once such
documents are filed with the SEC through the website maintained by the SEC
at www.sec.gov or by contacting the Information Agent, Kingsdale Advisors, at
1-866-228-8614 (North America) or 416-867-2272 (outside North America)
(toll-free). You will not be charged for any of these documents that you
request.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated January 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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