Wheeler Real Estate Investment Trust, 8.75% Series D Cumul Conv Preferred Stock (WHLRD)
NCM · Preferred · CUSIP 963025606
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Security Details

Coupon Rate
8.75%
Liquidation Preference
$25.00
Call Price
$25.00
Call / Redemption Date
9/21/2021
Maturity Date
None
Distribution Period
Q
Rate Type
Fixed
Annual Distribution
2.19
Distribution Dates
1/15, 4/15, 7/15 & 10/15
Credit Ratings
Moody's NF · S&P NF (5/26/2025)
Conversion
2.12 @ $$2.12
Tax-Advantaged Dividends
No

Security Profile

Security's distribution is suspended.
Security Type
Traditional Convertible Preferred Stock »
CUSIP
963025606
Market Cap
Micro Cap
IPO
9/16/2016 · $25.00/share
Parent Company
Wheeler Real Estate Investment Trust, Inc. (WHLR)
Business: Wheeler Real Estate Investment Trust, Inc., 8.75% Series D Cumulative Convertible Preferred Stock, liquidation preference $25 per share, redeemable at the issuer's option on or after 9/21/2021 at $25 per share plus accrued and unpaid dividends, and with no stated maturity. <p> Cumulative distributions of 8.75% per annum ($2.1875 per annum or $0.546875 per quarter) will be paid quarterly on 1/15, 4/15, 7/15 & 10/15 to holders of record on the record date that will be 12/30, 3/30, 6/30 & 9/30 respectively (NOTE: the ex-dividend date is the record date). Commencing on 9/21/2023, the Issuer will pay cumulative cash dividends on the Shares 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%.<p> Dividends paid by preferreds issued by REITs are NOT eligible for the preferential 15% to 20% tax rate on dividends and are also NOT eligible for the dividend received deduction for corporate holders. <p> Upon the occurrence of a Change of Control the Issuer will have the option to redeem the Shares, in whole or in part, within 120 days, solely in cash for $25.00 per Share, plus an amount equal to all accrued and unpaid dividends, if any. Further, if the Issuer does not redeem upon the occurrence of a Change of Control, the holders of Shares will have the option to cause the Issuer to redeem their Shares, solely in cash, for $25.00 per Share, plus an amount equal to all accrued but unpaid dividends, if any (see prospectus for further details). The preferred stock is convertible any time at the holder's option into common shares of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) at an initial conversion price of $2.12 per common share. Commencing 9/21/2023, the holders of shares may, at their option, elect to cause the Issuer to redeem any or all of their shares also, if the Issuer fails to maintain asset coverage of at least 200% then the Issuer will be required to redeem shares of Redeemable and Term Preferred Stock (see prospectus for further details). <p> This security was not rated by Moody’s or S&P at the time of its IPO. In regard to the payment of dividends and upon liquidation, the preferred shares rank junior to the company's senior debt, equally with other preferreds of the company, and senior to the common shares of the company. See the IPO prospectus for further information on the convertible preferred stock and the conversion provisions by clicking on the ‘Link to IPO Prospectus’ provided below.
Notes: The expiration date of the Exchange Offer and Consent Solicitation has been extended from 11:59 p.m., New York City time, on January 06, 2023, to 11:59 p.m., New York City time, on January 20, 2023 <p> December 23, 2022 -- Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) (“Wheeler” or the “Company”) today announced the extension of its previously announced offer to exchange (the “Exchange Offer”) any and all outstanding shares of the Company’s Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) for 6.00% Subordinated Notes due 2027, to be newly issued by the Company, and the related solicitation of consents (the “Consent Solicitation”) from the holders of Series D Preferred Stock to certain amendments to the Company’s charter that will modify the terms of the Series D Preferred Stock. The expiration date of the Exchange Offer and Consent Solicitation has been extended from 11:59 p.m., New York City time, on December 22, 2022, to 11:59 p.m., New York City time, on January 6, 2023, to allow additional time for the holders of Series D Preferred Stock to tender their shares of Series D Preferred Stock in the Exchange Offer. <p> November 22, 2022 -- Wheeler Real Estate Investment Trust, Inc. commenced an offer to exchange, upon the terms and subject to the conditions set forth in a prospectus/consent solicitation filed with the Securities and Exchange Commission any and all validly tendered, not validly withdrawn and validly accepted outstanding shares of our Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) for 6.00% Subordinated Notes due 2027 (the “Exchange Notes” and such transaction, the “Exchange Offer”), to be newly issued by the Company. In exchange for each share of Series D Preferred Stock that is validly tendered on or prior to the Expiration Date and Time (as defined below), not validly withdrawn and validly accepted by us for exchange, Series D Preferred Holders will be eligible to receive $16.00 in principal amount of Exchange Notes. Concurrently with and as an integral part of the Exchange Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the Series D Preferred Stock, upon the terms and subject to the conditions set forth in the Prospectus/Consent Solicitation, to certain amendments (the “Proposed Amendments”) to the Company’s charter that will modify the terms of the Series D Preferred Stock. By validly tendering Series D Preferred Stock into the Exchange Offer, holders will be deemed to have validly delivered a consent to the Proposed Amendments with respect to such tendered Series D Preferred Stock. The Exchange Offer and related Consent Solicitation will expire at 11:59 p.m., New York City time, on December 22, 2022 (the “Expiration Date and Time”), unless extended or earlier terminated by the Company. <p>  Dec. 20, 2018 -- Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) today announced that, as part of its ongoing evaluation of strategic alternatives, that it will not pay its anticipated fourth quarter dividends on shares of its Series A Preferred Stock, Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock at this time. These dividends represent quarterly payments of $22.50, $0.5625 and $0.5469 per respective preferred share and were anticipated to be paid in January 2019. The Company intends to accelerate its efforts to reduce short-term, higher cost debt where accretive and complete strategic dispositions and refinancings, while continuing its efforts to improve portfolio occupancy. The Company continues to work through strategic alternatives with its advisors. The Board of Directors will re-evaluate the payment of the preferred dividends for the first quarter of 2019 when appropriate. ____________ April 3, 2017 -- Wheeler Real Estate Investment Trust, Inc. (WHLR) will effect a one-for-eight (1-8) reverse split of its common stock. The CUSIP number will change to 963025705.

Company Contact

CEO
M. Andrew Franklin
CFO
Crystal Plum
Headquarters
2529 Virginia Beach Blvd., Suite 200, Virginia Beach, VA 23452
Phone
757-627-9088 · Toll-Free 866-203-4864
Fax
757-627-9081
Investor Relations
Mary Jensen · 757-627-9088 · investorrelations@whlr.us
General Email
info@whlr.us
SEC EDGAR Filings
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