SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): July 25, 2014

 

 

WHEELER REAL ESTATE INVESTMENT TRUST, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		001-35713		45-2681082
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2529 Virginia Beach Blvd., Suite 200

Virginia Beach, VA 23452

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))

 

 

 

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information set forth in Item 3.02 relating to that certain Contribution and Subscription Agreement by and among Wheeler Real Estate Investment Trust, L. P., a Virginia limited partnership of which the Registrant is the sole general partner (“Wheeler REIT”), and 8 investors (each, a “Contributor,” and collectively, the “Contributors”), is incorporated herein by reference. In addition, the Contribution and Subscription Agreement is attached as an exhibit to this Form 8-K and is incorporated herein by reference. Jon Wheeler, the Registrant’s Chairman and Chief Executive Officer, is one Contributor. No director, officer or affiliate of the Registrant is affiliated with the remaining Contributors.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On July 25, 2014, pursuant to the terms of the Contribution and Subscription Agreement, Wheeler REIT exchanged an aggregate of 105,843 of its common units (the “Common Units”) worth $492,169.72 for the Contributors’ membership interests in LaGrange Associates, LLC, a Virginia limited liability company (“LaGrange”). The Common Units issued to the Contributors represents, in the aggregate, 5.1% of the Common Units in Wheeler REIT. The Common Units are redeemable for cash equal to the then-current market value of one share of the Registrant’s common stock or, at the Registrant’s option, one share of the Registrant’s common stock, commencing 12 months following the completion of this exchange. Wheeler REIT did not receive any proceeds from the exchange. Wheeler REIT only received membership interests in LaGrange. The issuance of the Common Units was exempt from registration pursuant to the exemption provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended.

ITEM 8.01 OTHER EVENTS.

As of July 25, 2014, Wheeler REIT, as purchaser, acquired real property known as LaGrange Marketplace (the “Property”), located in LaGrange, Georgia for the sales price of Three Million Six Hundred Ninety-Five Thousand and 00/100 Dollars ($3,695,000.00), from LaGrange, as seller. The Property was acquired by obtaining the membership interests in the Property owner, LaGrange, by using a combination of cash and the exchange of its Common Units (as described in Item 3.02).

Jon Wheeler, the Registrant’s Chairman and Chief Executive Officer, is the managing member of LaGrange.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

(a)	Financial statement of businesses acquired.

The Registrant will file requisite financial information for the Property no later than 71 calendar days after the initial filing of this Current Report on Form 8-K.

 

(b)	Pro forma financial information.

Not applicable.

 

(c)	Shell company transactions.

Not Applicable.

 

(d)

Exhibits.

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Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: July 30, 2014

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EXHIBIT INDEX

 

Number		Description of Exhibit
10.1		Contribution and Subscription Agreement.