Wheeler Real Estate Investment Trust, Inc. Prices Series D Convertible Preferred Stock Offering
September 16 2016 - 9:00AM
Wheeler Real Estate Investment Trust, Inc.
(NASDAQ:WHLR) (“Wheeler” or the “Company”), a company specializing
in owning, acquiring, financing, developing, renovating, leasing
and managing income-producing assets, such as community centers,
neighborhood centers, strip centers and free-standing retail
properties, announced today the pricing of a public offering and
sale of 1,600,000 shares of its Series D Cumulative
Convertible Preferred Stock, liquidation preference of $25.00 per
share (the “Series D Preferred Stock”), for total net proceeds of
approximately $38,050,000 million after deducting underwriting
discounts, commissions, fees, and estimated offering expenses
payable by the Company. The Company has granted the underwriters a
30-day option to purchase up to 240,000 additional shares to cover
overallotments, if any. The offering is expected to close on or
about September 21, 2016, subject to the satisfaction of customary
closing conditions.
The Company’s Series D Preferred Stock has been
approved to be listed on the Nasdaq Capital Market under the symbol
“WHLRD.” Shares of the Company’s common stock, $0.01 par value per
share (the “Common Stock”), also trade on the Nasdaq Capital Market
under the symbol “WHLR.” The Company will pay cumulative cash
dividends on the Series D Preferred Stock from the date of original
issue to, but not including, September 21, 2023, at a rate of
8.75% per annum of the $25.00 liquidation preference per share
(equivalent to the fixed annual amount of $2.1875 per share) (the
“Initial Rate”). Commencing on September 21, 2023, the Company will
pay cumulative cash dividends on the Series D Preferred Stock at an
annual dividend rate of the Initial Rate increased by 2.0% of the
liquidation preference per annum, which will increase by an
additional 2.0% of the liquidation preference per annum on each
subsequent anniversary thereafter, subject to a maximum annual
dividend rate of 14%.
Each share of Series D Preferred Stock may, at
the holder’s option, be converted into 11.792 shares of Common
Stock at an initial conversion rate of $2.12 per share of Common
Stock.
The Company intends to use the net proceeds from
this offering for future mainly grocery-anchored acquisitions and
investments and additional working capital.
Compass Point Research & Trading, LLC and
Wunderlich Securities, Inc. are serving as book-running managers
for the offering. Ladenburg Thalmann & Co. Inc. will serve as a
lead manager for the offering.
The offering is being made pursuant to the
Company’s shelf registration statement, which was declared
effective by the U.S. Securities and Exchange Commission (“SEC”) on
September 6, 2016. A preliminary prospectus supplement related to
the offering has been filed with the SEC and is available on the
SEC's website located at http://www.sec.gov. Copies of the
preliminary prospectus supplement and the accompanying prospectus
may also be obtained from: Compass Point Research & Trading,
LLC, Attention: Equity Syndicate, 1055 Thomas Jefferson Street
N.W., Suite 303, Washington, DC 20007 or by email:
syndicate@compasspointllc.com; or Wunderlich Securities, Inc.,
Attention: Equity Syndicate, 6000 Poplar Avenue, Suite 150,
Memphis, Tennessee 38119, or by email
at syndicate@wundernet.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
About Wheeler Real Estate Investment
Trust Inc.Headquartered in Virginia Beach, VA, Wheeler
Real Estate Investment Trust, Inc. specializes in owning,
acquiring, financing, developing, renovating, leasing and managing
income-producing assets, such as community centers, neighborhood
centers, strip centers and free-standing retail properties.
Wheeler’s portfolio contains strategically selected properties,
primarily leased by nationally and regionally recognized retailers
of consumer goods and located in the Northeast, Mid-Atlantic,
Southeast and Southwest regions of the United States.
Forward-looking StatementsThis
press release contains “forward-looking” statements as defined in
the Private Securities Litigation Reform Act of 1995. When the
Company uses words such as “may,” “will,” “intend,” “should,”
“believe,” “expect,” “anticipate,” “project,” “estimate” or similar
expressions that do not relate solely to historical matters, it is
making forward-looking statements. Forward-looking statements
are not guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company’s expectations discussed in the
forward-looking statements. The Company’s expected results
may not be achieved, and actual results may differ materially from
expectations. Specifically, the Company’s statements regarding the
completion of the proposed public offering of Series D Preferred
Stock on the terms described, or at all, and the Company's proposed
use of net proceeds are forward-looking statements. These
statements are not guarantees of future performance and are subject
to risks, uncertainties and other factors, some of which are beyond
our control, are difficult to predict and could cause actual
results to differ materially from those expressed or forecasted in
the forward-looking statements. For these reasons, among others,
investors are cautioned not to place undue reliance upon any
forward-looking statements in this press release. Additional
factors that could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements are
discussed in the Company's filings with the SEC, 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.
CONTACT:
Wheeler Real Estate Investment Trust, Inc.
Wilkes Graham
Chief Financial Officer
(757) 627-9088
wilkes@whlr.us
Laura Nguyen
Director of Capital Markets
(757) 627-9088
lnguyen@whlr.us
Robin Hanisch
Corporate Secretary
(757) 627-9088
robin@whlr.us
-OR-
INVESTOR RELATIONS:
The Equity Group Inc.
Terry Downs
Associate
(212) 836-9615
tdowns@equityny.com
Adam Prior
Senior Vice-President
(212) 836-9606
aprior@equityny.com
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