Wheeler Real Estate Investment Trust, Inc. Commences Exchange Offer for Series A Preferred Stock and Series B Preferred Stock
June 15 2015 - 4:31PM
Business Wire
Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR)
(“Wheeler” or the “Company”) today announced that it has commenced
an exchange offer (the “Exchange Offer”) to holders of its Series A
Preferred Stock, no par value per share, $1,000 liquidation
preference per share (the “Series A Preferred Stock”) and Series B
Convertible Preferred Stock, no par value per share, $25
liquidation preference per share (the “Series B Preferred Stock”).
The Exchange Offer will permit tendering shareholders to exchange
their shares of Series A Preferred Stock or Series B Preferred
Stock for an aggregate of up to 20,853,250 of newly issued shares
of the Company’s common stock, $0.01 par value per share (the
“Common Stock”).
Each share of Series A Preferred Stock is exchangeable for 500
shares of Common Stock, and each share of the Series B Preferred
Stock is exchangeable for 12.5 shares of Common Stock. As a result
of the number of shares of Common Stock to be issued in the
Exchange Offer being fixed, changes in the trading price of the
Common Stock may result in a difference in market value of the
Common Stock received in exchange of the tendering preferred
shares.
The Company will pay cash in lieu of any fractional shares of
Common Stock upon the exchange of the Series A Preferred Stock and
Series B Preferred Stock. The Exchange Offer will expire at 11:59
p.m., New York City time, on July 13, 2015, unless extended or
terminated by the Company. The settlement date in respect of any
shares of preferred stock that are tendered prior to the expiration
date will be approximately three business days following the
expiration of the Exchange Offer and is anticipated to be on or
about July 16, 2015. A registration statement on Form S-4 regarding
the Exchange Offer was filed today and is available via the SEC’s
website at www.sec.gov.
Compass Point Research & Trading, LLC and Maxim Group LLC
are serving as the dealer managers for the Exchange Offer and
Computershare Trust Company, N.A. is acting as the exchange agent.
Georgeson, Inc. will act as the information agent and can be
reached at (866) 391-7007, or by email at Wheeler@Georgeson.com, to
answer questions relating to the Exchange Offer.
About Wheeler Real Estate Investment
Trust Inc.
Headquartered in Virginia Beach, VA, Wheeler Real Estate
Investment Trust, Inc. is a fully-integrated, self-managed
commercial real estate investment company focused on acquiring and
managing income-producing retail properties with a primary focus on
grocery-anchored centers. Wheeler’s portfolio contains
well-located, potentially dominant retail properties in secondary
and tertiary markets that generate attractive risk-adjusted
returns, with a particular emphasis on grocery-anchored retail
centers.
Additional information about Wheeler Real Estate Investment
Trust, Inc. can be found at the Company’s corporate website:
www.whlr.us.
Forward-looking
Statement
The Company considers portions of the information in this press
release relating to the Exchange Offer to be forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934,
both as amended. This press release includes forward-looking
statements regarding the financing plans of the Company, including
statements related to the Exchange Offer. Any statement describing
the Company’s expectations, financial or other projections is a
forward-looking statement and should be considered an at-risk
statement. Such statements are subject to certain risks and
uncertainties. The Company’s forward-looking statements also
involve assumptions that, if they never materialize or prove
correct, could cause results to differ materially from those
expressed or implied by such forward-looking statements. These
forward-looking statements are not historical facts but are the
intent, belief or current expectations of management based on its
knowledge and understanding of the business and industry. As a
result, investors are cautioned not to rely on these
forward-looking statements. These and other risks concerning
Wheeler are described in additional detail in the Company’s annual
report on Form 10-K for the year ended December 31, 2014, which is
on file with the SEC. Copies of these and other documents are
available from the Company. Although the Company believes that the
expectations reflected in such forward-looking statements are based
upon reasonable assumptions, it can give no assurance that its
expectations will be achieved. For this purpose, any statements
contained herein that are not historical fact may be deemed to be
forward-looking statements. For additional factors that could cause
the operations of the Company to differ materially from those
indicated in the forward-looking statements, please refer to the
Company's filings with the U.S. Securities and Exchange Commission
which are available for review at www.sec.gov. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date hereof.
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version on businesswire.com: http://www.businesswire.com/news/home/20150615006408/en/
Wheeler Real Estate Investment Trust,
Inc.Robin Hanisch, 757-627-9088Corporate
Secretaryrobin@whlr.usorLaura Nguyen, 757-627-9088Director of
Capital Marketslnguyen@whlr.usorINVESTOR RELATIONS:The Equity Group Inc.Terry Downs,
212-836-9615Associatetdowns@equityny.comorAdam Prior,
212-836-9606Senior Vice-Presidentaprior@equityny.com
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