Wheeler Real Estate Investment Trust Inc. filed SEC Form 8-K: Other Events
$WHLR
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): March 24, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip code) | |||||||
Registrant’s telephone number, including area code: (757 ) 627-9088
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 8.01 Other Events
On March 24, 2025, Cedar Realty Trust Partnership, L.P. ("Cedar OP") entered into a binding commitment letter with KeyBank National Association ("KeyBank") for a $10 million senior unsecured term loan (the "Cedar Loan"). Cedar Realty Trust, Inc. ("Cedar") and Wheeler Real Estate Investment Trust, Inc. (the "Company") are providing guarantees for the Cedar Loan. Cedar and Cedar OP are wholly-owned subsidiaries of the Company.
Cedar will use the proceeds of the Cedar Loan, in combination with its available cash, to fund the purchase of up to 563,380 shares of Cedar's 7.25% Series B Cumulative Redeemable Preferred Stock in a tender offer that is currently scheduled to close on April 4, 2025.
The term of the Cedar Loan is nine months, with an option to extend the term for three months, subject to certain conditions, and the payment of an extension fee. The guarantee of the Cedar Loan provided by the Company will be secured by the Company's cash in a money market interest bearing guaranty collateral account at KeyBank. For the duration of the Cedar Loan, the balance in the guaranty collateral account must be equal to the outstanding principal amount of the Cedar Loan. Access to the guaranty collateral account will be restricted until the Cedar Loan is repaid.
Cedar OP plans to repay the Cedar Loan from operations and the proceeds from asset sales.
Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "will, "anticipates," and "plans," or the negative of such terms, or other comparable terminology, and include statements about the Cedar Loan. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors. These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein, or to reflect any change in our expectations with regard thereto or any other change in events, conditions or circumstances on which any such statement is based, except to the extent otherwise required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WHEELER REAL ESTATE INVESTMENT TRUST, INC. | ||||||||
| By: | /s/ M. Andrew Franklin | |||||||
| Name: M. Andrew Franklin | ||||||||
| Title: Chief Executive Officer and President | ||||||||
Dated: March 24, 2025