Item 1.01 Entry into a Material Definitive Agreement.
Financing Agreement
On March 12, 2021, Wheeler
Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), entered into a financing agreement
(the “Financing Agreement”) by and among the Company, as borrower, certain subsidiaries of the Company from
time to time party thereto, as guarantors (together with the Company, the “Loan Parties”), the lenders from
time to time party thereto, and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. Odeon Capital
Group LLC served as financial advisor to the Company.
The Financing Agreement
provides a term loan in the aggregate principal amount of $35.0 million (the “Loan”). The proceeds of the Loan
shall be used (i) to pay off the Company’s existing indebtedness under that certain financing agreement dated December 22,
2020, by and among the Company, certain subsidiaries of the Company from time to time party thereto, as guarantors, the lenders
from time to time party thereto, and Powerscourt Investments XXII, LP, as administrative agent and collateral agent (the “Powerscourt
Agreement”), (ii) to fund the redemption of certain shares of the Company’s 8.75% Series D Cumulative Convertible
Preferred Stock, including in connection with the Company’s ongoing tender offer for such securities, and (iii) to pay fees
and expenses in connection with the transactions contemplated by the Financing Agreement. Subject to the terms of the Financing
Agreement, the Loan bears interest at a rate per annum equal to 8%.
The obligations of
the Company under the Financing Agreement are secured by liens on certain assets of the Company and certain of the Company’s
subsidiaries, including mortgages on the Collateral Properties (as such term is defined in the Financing Agreement).
The Loan has a maturity
date of March 12, 2026. The Company will be required to make a mandatory prepayment of the outstanding principal of the Loan under
certain circumstances in accordance with the terms of the Financing Agreement, and will have the option to prepay, in full or in
part, the obligations under the Loan then outstanding, subject to an exit fee, which shall be calculated as 5% of the amount of
principal so repaid or prepaid.
The Financing Agreement
contains customary representations and warranties. The Financing Agreement also contains covenants that restrict, among other things,
the ability of the Company and its subsidiaries to create liens, incur indebtedness, make certain investments, merge or consolidate,
dispose of assets, pay certain dividends and make certain other restricted payments or certain equity issuances, change the nature
of their businesses, enter into certain transactions with affiliates and change their governing documents.
The Financing Agreement
also contains customary events of default, including for nonpayment of principal and other amounts when due; breach of covenants;
inaccuracy of representations and warranties; nonpayment of any indebtedness of any Loan Party or any of its subsidiaries above
certain aggregate thresholds; certain bankruptcy or insolvency events; material judgments against any Loan Party; certain ERISA
matters; actual or asserted invalidity of any loan document; a change of control; the occurrence of an event resulting in a Material
Adverse Effect.
The foregoing summary
of the Financing Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Warrant
Pursuant to the Financing
Agreement and concurrently with the execution of the Registration Rights Agreement (described below), the Company issued to the
holders from time to time party thereto a warrant (the “Warrant”) to purchase, in the aggregate, 1,061,719
shares of common stock of the Company, $0.01 par value per share (the “Common Stock” or “Registrable
Securities”), in three tranches: warrants to purchase an aggregate of 510,204 shares at an exercise price of $3.430
per share (“Tranche A”); warrants to purchase an aggregate of 424,242 shares at an exercise price of $4.125
per share (“Tranche B”); and warrants to purchase an aggregate of 127,273 shares at an exercise price of $6.875
per share (“Tranche C”). The exercise prices and number of underlying shares of Common Stock are subject to
adjustment from time to time as set forth in the Warrant. The Warrant is exercisable at the option of its holder in whole or in
part into shares of Common Stock from time to time on or after March 12, 2021 (the “Effective Date”) and on
or before the date that is the 60-month anniversary of the Effective Date.
The foregoing summary
of the Warrant is qualified in its entirety by reference to the full text of the form of Warrant, a copy of which is attached hereto
as Exhibit 10.2 and incorporated herein by reference.
Registration Rights Agreement
In connection with
the Financing Agreement, the Company entered into a registration rights agreement with the holders from time to time of the Warrants,
dated as of March 12, 2021 (the “Registration Rights Agreement”), pursuant to which the Company shall register
the resale of the Registrable Securities on a Registration Statement on Form S-3 or Form S-11 within 60 days following the Effective
Date.
The foregoing summary
of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which
is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Amendment to Amended and Restated Agreement of Limited
Partnership of the Operating Partnership
On March 12, 2021,
the Company, in its capacity as general partner of the Operating Partnership, entered into an amendment (the “Amendment”)
to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 16, 2012 (the “Partnership
Agreement”). The Amendment deletes in its entirety the Joinder to the Partnership Agreement previously executed by the
Company on December 22, 2020, which provided that the Company may pledge all or any part of its equity interests in the Operating
Partnership as security for its obligations under the Powerscourt Agreement.
The foregoing summary
of the Amendment is qualified in its entirety by reference the full text of such amendment, a copy of which is attached hereto
as Exhibit 10.4 and incorporated herein by reference.