Tender Offer - Wheeler Real Estate Investment Trust, Inc.

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Form Type: 10-Q

Filing Date: 2025-05-06

Corporate Action: Tender-offer

Type: Update

Accession Number: 000152754125000109

Filing Summary: This quarterly report reflects Wheeler Real Estate Investment Trust, Inc.'s financial performance for the period ending March 31, 2025. It details the company’s operational results, insights on market conditions, financial metrics including total revenue and cash flows, and significant events impacting the business. Notably, the firm reported on the recent expiration of a tender offer related to its Series B Preferred Stock and related securities. The report also addresses potential risks including economic conditions affecting tenant leases, implications of convertible debt, and ongoing strategic initiatives aimed at growth and stability. The company emphasized its focus on maintaining compliance with Nasdaq listing requirements and its strategies for navigating financial challenges amidst market volatility.

Additional details:

Filing Period: 2025-03-31

Total Shares Outstanding: 3071015

Principal Offices Address: 2529 Virginia Beach Blvd, Virginia Beach, Virginia 23452

Management Discussion Reference: Item 2

Risk Factors Reference: Item 1A

Legal Proceedings Reference: Item 1

Financial Statements Reference: Item 1

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Tender-offer

Type: New

Accession Number: 000152754125000068

Filing Summary: On March 24, 2025, Wheeler Real Estate Investment Trust, Inc. reported that Cedar Realty Trust Partnership, L.P. entered into a binding commitment letter with KeyBank National Association for a $10 million senior unsecured term loan, referred to as the Cedar Loan. Both Cedar and Wheeler Real Estate Investment Trust are providing guarantees for this loan. The proceeds from the Cedar Loan, combined with available cash, will fund a tender offer to purchase up to 563,380 shares of Cedar's 7.25% Series B Cumulative Redeemable Preferred Stock, scheduled to close on April 4, 2025. The Cedar Loan has a term of nine months, with the possibility to extend it for three additional months, contingent on meeting certain conditions and the payment of an extension fee. The Company's guarantee will be secured by cash in a money market interest-bearing guaranty collateral account at KeyBank, which will be restricted until the loan is repaid. Cedar OP intends to repay the Cedar Loan from operations and proceeds from asset sales. The document also includes forward-looking statements about the Cedar Loan, emphasizing that these statements are not guarantees of future performance and may be subject to various risks and uncertainties.

Additional details:

Title Of Each Class: Common Stock, $0.01 par value per share

Trading Symbol: WHLR

Name Of Each Exchange: Nasdaq Capital Market

Title Of Each Class: Series B Convertible Preferred Stock

Trading Symbol: WHLRP

Name Of Each Exchange: Nasdaq Capital Market

Title Of Each Class: Series D Cumulative Convertible Preferred Stock

Trading Symbol: WHLRD

Name Of Each Exchange: Nasdaq Capital Market

Title Of Each Class: 7.00% Subordinated Convertible Notes due 2031

Trading Symbol: WHLRL

Name Of Each Exchange: Nasdaq Capital Market

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