WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November15, 2016, Wheeler Real Estate Investment Trust, Inc.
(the Company) filed a Current Report on Form 8-K (the Original 8-K)
to report the contribution of the membership interests in PW
SC/GA Properties I Management, LLC (PW) and South Main
Streets, LLC (South Main) held by Multiple Holdings, LLC,
Woodside Capital, LLC, SMS Management, LLC and PW SC/GA
Properties I Management, LLC (the Contributors), among
others, to Wheeler REIT, L.P. (Wheeler REIT), a Virginia
limited partnership of which the Company is the sole general
partner, in exchange for common units (the Common Units)
of Wheeler REIT, and as described more fully in Item3.02 of the
Original 8-K. On February8, 2017, in connection with the
contribution of the membership interests of PW and South Main
held by the Contributors to Wheeler REIT, the Company and Wheeler
REIT entered into a Tax Protection Agreement (the Tax
Protection Agreement) with Jon Wheeler due to his ownership
interests in the Contributors, obligating Wheeler REIT to
reimburse Mr.Wheeler (or his affiliates that received the Common
Units) for tax liabilities resulting from their recognition of
certain taxable income or gain in the event that Wheeler REIT
takes certain action prior to November10, 2023 with respect to
the properties held by PW and South Main, the result of which
causes such recognition of taxable income or gain.
The Tax Protection
Agreement is attached as an exhibit to this Form 8-K and is
incorporated herein by reference. Jon Wheeler is the Companys
Chairman and Chief Executive Officer, and the Company is the
general partner of Wheeler REIT. No other officer, director or
affiliate of the Company is affiliated with any of the
parties.
ITEM9.01
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. |
| 10.1 | Tax Protection Agreement. |
WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) Recent Trading Information
WHEELER REAL ESTATE INVESTMENT TRUST, INC. (NASDAQ:WHLRD) closed its last trading session up +0.02 at 25.01 with 2,422 shares trading hands.