On September 4, 2019, Wheeler Real Estate Investment Trust, Inc. (the “Company”) in its capacity as general partner of Wheeler REIT, L.P., a Virginia limited partnership (the “Operating Partnership”), entered into an Amendment (the “Amendment”) to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of November 16, 2012 (the “Partnership Agreement”). The Amendment amends the Partnership Agreement to reflect changes in the U.S. federal tax laws applicable to federal tax audits of partnership taxable years beginning after December 31, 2017 (the “New Law”) and to provide, among other things, that the Company will be designated as the partnership representative of the Operating Partnership, with sole authority to represent, bind, and act on behalf of the Operating Partnership in connection with all federal income tax proceedings under the New Law, and with sole discretion to make any elections or decisions in connection with any such federal income tax proceedings. The Amendment also requires the partners of the Operating Partnership to provide any information requested by the partnership representative in connection with any such tax proceedings.

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein. The summary of the Amendment set forth above is qualified in its entirety by reference to Exhibit 10.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statement of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

EXHIBIT INDEX

Wheeler Real Estate Investment Trust, Inc. Exhibit
EX-10.1 2 wheelerpartnershiprepamend.htm EXHIBIT 10.1 AMENDMENT TO THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT Exhibit Exhibit 10.1AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WHEELER REIT,…
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