Wheeler Real Estate Investment Trust, Inc. Prices Series D Convertible Preferred Stock Follow-On Offering
January 11 2018 - 9:25AM
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 1,303,000 shares of its 8.75% Series D Cumulative
Convertible Preferred Stock, liquidation preference of $25.00 per
share (the “Series D Preferred Stock”), at a public offering price
of $16.50 per share, for total net proceeds of approximately
$20,122,520 million after deducting underwriting discounts,
commissions, and estimated offering expenses payable by the
Company. The Company has granted the underwriters a 30-day option
to purchase up to 195,450 additional shares to cover
overallotments, if any. The offering is expected to close on or
about January 12, 2018, subject to the satisfaction of customary
closing conditions.
The Company’s Series D Preferred Stock is listed
on the Nasdaq Capital Market under the symbol “WHLRD.” Shares of
the Company’s common stock, $0.01 par value per share, also trade
on the Nasdaq Capital Market under the symbol “WHLR.”
The Company intends to use the net proceeds from
this offering to fund a portion of the acquisition price for a
retail shopping center located in Norfolk, Virginia known as JANAF
Shopping Yard.
Ladenburg Thalmann & Co. Inc. and BTIG, LLC
are serving as joint-book-running managers for the offering.
The offering is being made pursuant to the
Company’s shelf registration statement on Form S-3 (Registration
No. 333-213294), 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:
Ladenburg Thalmann & Co. Inc., Attention: Equity Syndicate, 277
Park Avenue, 26th Floor, New York, NY 10172 or by email:
syndicate@ladenburg.com or BTIG, LLC, Attention: Equity Capital
Markets, 825 3rd Avenue, 6th Floor, New York, NY 10022 or by email:
equitycapitalmarkets@btig.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. 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. Forward-looking statements are not guarantees of
future performance and are subject to risks, uncertainties and
other factors, some of which are beyond the Company’s 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 Investor Relations
(757) 627-9088
laura@whlr.us
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