WHEELER REAL ESTATE INVESTMENT TRUST, INC. (WHLR) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
PW SC/GA Properties, I, LLC (Sangaree/Tri-County, LLC)
Contribution and Subscription Agreement
Contribution and Subscription Agreement
The information set forth in Item 3.02 relating to that certain
Contribution and Subscription Agreement (the Sangaree/Tri-County
Contribution Agreement), dated November 10, 2016, by and among
Wheeler REIT, L.P., a Virginia limited partnership of which the
Registrant is the sole general partner (Wheeler REIT), and nine
investors (each, a Sangaree/Tri-County Contributor, and
collectively, the Sangaree/Tri-County Contributors), is
incorporated herein by reference. Jon Wheeler, the Registrants
Chairman and Chief Executive Officer is affiliated with three of
the nine Sangaree/Tri-County Contributors, and Robin Hanisch, the
Registrant’s Secretary, is affiliated with one of the
Sangaree/Tri-County Contributors. No other director, officer or
affiliate of the Registrant is affiliated with the remaining
Sangaree/Tri-County Contributors.
Contribution and Subscription Agreement (the Sangaree/Tri-County
Contribution Agreement), dated November 10, 2016, by and among
Wheeler REIT, L.P., a Virginia limited partnership of which the
Registrant is the sole general partner (Wheeler REIT), and nine
investors (each, a Sangaree/Tri-County Contributor, and
collectively, the Sangaree/Tri-County Contributors), is
incorporated herein by reference. Jon Wheeler, the Registrants
Chairman and Chief Executive Officer is affiliated with three of
the nine Sangaree/Tri-County Contributors, and Robin Hanisch, the
Registrant’s Secretary, is affiliated with one of the
Sangaree/Tri-County Contributors. No other director, officer or
affiliate of the Registrant is affiliated with the remaining
Sangaree/Tri-County Contributors.
The foregoing description of the material terms of the
Sangaree/Tri-County Contribution Agreement is qualified in its
entirety by reference to the Sangaree/Tri-County Contribution
Agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Sangaree/Tri-County Contribution Agreement is qualified in its
entirety by reference to the Sangaree/Tri-County Contribution
Agreement, which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
South Main Streets, LLC (Berkley, LLC) Contribution and
Subscription Agreement
Subscription Agreement
The information set forth in Item 3.02 relating to that certain
Contribution and Subscription Agreement (the Berkley Contribution
Agreement), dated November 10, 2016, by and among Wheeler REIT, and
14 investors (each, a Berkley Contributor, and collectively, the
Berkley Contributors), is incorporated herein by reference. Jon
Wheeler, the Registrants Chairman and Chief Executive Officer, is
affiliated with three of the fourteen Berkley Contributors and
Robin Hanisch, the Registrant’s Secretary, is affiliated with one
of the Berkley Contributors. No other director, officer or
affiliate of the Registrant is affiliated with the remaining
Berkley Contributors.
Contribution and Subscription Agreement (the Berkley Contribution
Agreement), dated November 10, 2016, by and among Wheeler REIT, and
14 investors (each, a Berkley Contributor, and collectively, the
Berkley Contributors), is incorporated herein by reference. Jon
Wheeler, the Registrants Chairman and Chief Executive Officer, is
affiliated with three of the fourteen Berkley Contributors and
Robin Hanisch, the Registrant’s Secretary, is affiliated with one
of the Berkley Contributors. No other director, officer or
affiliate of the Registrant is affiliated with the remaining
Berkley Contributors.
The foregoing description of the material terms of the Berkley
Contribution Agreement is qualified in its entirety by reference to
the Berkley Contribution Agreement, which is filed as Exhibit 10.2
hereto and incorporated herein by reference.
Contribution Agreement is qualified in its entirety by reference to
the Berkley Contribution Agreement, which is filed as Exhibit 10.2
hereto and incorporated herein by reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
Sangaree/Tri-County, LLC Issuance
On November 10, 2016, Wheeler REIT and the Sangaree/Tri-County
Contributors closed the transaction contemplated by the
Sangaree/Tri-County Contribution Agreement. In connection
therewith, Wheeler REIT exchanged an aggregate of 122,250 of its
Common Units of limited partnership interests (the Common Units)
valued at $2.25 per Common Unit for 13% of the outstanding
membership interests in Sangaree/Tri-County, LLC, a Virginia
limited liability company, held by the Sangaree/Tri-County
Contributors. Wheeler REIT paid an aggregate of $1,837,767 to
acquire the remaining 87% of the membership interests in
Sangaree/Tri-County, LLC. The Common Units issued to the
Sangaree/Tri-County Contributors represent, in the aggregate, 2% of
the issued and outstanding Common Units. Beginning on November 10,
2017, the Common Units are redeemable for cash equal to the
then-current market value of one share of the Registrants common
stock or, at the Registrants option, one share of the Registrants
common stock. Wheeler REIT did not receive any proceeds from the
transaction. The issuance of the Common Units was exempt from
registration to the exemption provided by Rule 506 of Regulation D
under the Securities Act of 1933, as amended. As a result of
Wheeler REITs acquisition of all of the membership interests of
Sangaree/Tri-County, LLC, Wheeler REIT acquired Sangaree Plaza, a
shopping center located in Summerville, South Carolina, and
Tri-County Plaza, a shopping center located in Royston, Georgia.
The foregoing description of the Sangaree/Tri-County Contribution
Agreement does not purport to be complete and is qualified in its
entirety by reference to Exhibit 10.1 hereto.
Contributors closed the transaction contemplated by the
Sangaree/Tri-County Contribution Agreement. In connection
therewith, Wheeler REIT exchanged an aggregate of 122,250 of its
Common Units of limited partnership interests (the Common Units)
valued at $2.25 per Common Unit for 13% of the outstanding
membership interests in Sangaree/Tri-County, LLC, a Virginia
limited liability company, held by the Sangaree/Tri-County
Contributors. Wheeler REIT paid an aggregate of $1,837,767 to
acquire the remaining 87% of the membership interests in
Sangaree/Tri-County, LLC. The Common Units issued to the
Sangaree/Tri-County Contributors represent, in the aggregate, 2% of
the issued and outstanding Common Units. Beginning on November 10,
2017, the Common Units are redeemable for cash equal to the
then-current market value of one share of the Registrants common
stock or, at the Registrants option, one share of the Registrants
common stock. Wheeler REIT did not receive any proceeds from the
transaction. The issuance of the Common Units was exempt from
registration to the exemption provided by Rule 506 of Regulation D
under the Securities Act of 1933, as amended. As a result of
Wheeler REITs acquisition of all of the membership interests of
Sangaree/Tri-County, LLC, Wheeler REIT acquired Sangaree Plaza, a
shopping center located in Summerville, South Carolina, and
Tri-County Plaza, a shopping center located in Royston, Georgia.
The foregoing description of the Sangaree/Tri-County Contribution
Agreement does not purport to be complete and is qualified in its
entirety by reference to Exhibit 10.1 hereto.
Berkley LLC, Issuance
On November 10, 2016, Wheeler REIT and the Berkley Contributors
closed the transaction contemplated by the Berkley Contribution
Agreement. In connection therewith, Wheeler REIT exchanged an
aggregate of 221,476 Common Units valued at $2.25 per Common Unit
for 93% of the outstanding membership interests in Berkley, LLC, a
Virginia limited liability company, held by the Berkley
Contributors. Wheeler REIT paid an aggregate of $35,270 to acquire
the remaining 7% of the membership interests in Berkley, LLC. The
Common Units issued to the Berkley Contributors represent, in the
aggregate, 4% of the issued and outstanding Common Units. Beginning
on November 10, 2017, the Common Units are redeemable for cash
equal to the then-current market value of one share of the
Registrants common stock or, at the Registrants option, one share
of the Registrants common stock. Wheeler REIT did not receive any
proceeds from the transaction. The issuance of the Common Units was
exempt from registration to the exemption provided by Rule 506 of
Regulation D under the Securities Act of 1933, as amended. As a
result of Wheeler REITs acquisition of all of the membership
interests of Berkley, LLC, Wheeler REIT acquired Berkley Shopping
Center, a shopping center located in Norfolk, Virginia. The
foregoing description of the Berkley Contribution Agreement does
not purport to be complete and is qualified in its entirety by
reference to Exhibit 10.2 hereto.
closed the transaction contemplated by the Berkley Contribution
Agreement. In connection therewith, Wheeler REIT exchanged an
aggregate of 221,476 Common Units valued at $2.25 per Common Unit
for 93% of the outstanding membership interests in Berkley, LLC, a
Virginia limited liability company, held by the Berkley
Contributors. Wheeler REIT paid an aggregate of $35,270 to acquire
the remaining 7% of the membership interests in Berkley, LLC. The
Common Units issued to the Berkley Contributors represent, in the
aggregate, 4% of the issued and outstanding Common Units. Beginning
on November 10, 2017, the Common Units are redeemable for cash
equal to the then-current market value of one share of the
Registrants common stock or, at the Registrants option, one share
of the Registrants common stock. Wheeler REIT did not receive any
proceeds from the transaction. The issuance of the Common Units was
exempt from registration to the exemption provided by Rule 506 of
Regulation D under the Securities Act of 1933, as amended. As a
result of Wheeler REITs acquisition of all of the membership
interests of Berkley, LLC, Wheeler REIT acquired Berkley Shopping
Center, a shopping center located in Norfolk, Virginia. The
foregoing description of the Berkley Contribution Agreement does
not purport to be complete and is qualified in its entirety by
reference to Exhibit 10.2 hereto.
ITEM 8.01 OTHER EVENTS.
As of November 10, 2016, Wheeler REIT, as purchaser, acquired real
property known as Sangaree Plaza, Tri-County Plaza, and Berkley
Shopping Center (the Properties), located in Summerville, South
Carolina, Royston, Georgia, and Norfolk, Virginia, respectively.
The acquisition values of Sangaree Plaza, Tri-County Plaza and
Berkley Shopping Center were $6,265,000, $4,500,000 and $4,182,000,
respectively. The Properties were acquired by obtaining the
membership interests in the owners of the properties,
Sangaree/Tri-County, LLC and Berkley, LLC, in exchange for a
combination of cash and Common Units (as described in Item 3.02).
property known as Sangaree Plaza, Tri-County Plaza, and Berkley
Shopping Center (the Properties), located in Summerville, South
Carolina, Royston, Georgia, and Norfolk, Virginia, respectively.
The acquisition values of Sangaree Plaza, Tri-County Plaza and
Berkley Shopping Center were $6,265,000, $4,500,000 and $4,182,000,
respectively. The Properties were acquired by obtaining the
membership interests in the owners of the properties,
Sangaree/Tri-County, LLC and Berkley, LLC, in exchange for a
combination of cash and Common Units (as described in Item 3.02).
Jon Wheeler, the Registrant’s Chairman and Chief Executive
Officer, is the managing member of Sangaree/Tri- County, LLC and
Berkley, LLC.
Officer, is the managing member of Sangaree/Tri- County, LLC and
Berkley, LLC.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(a)
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Financial statements of businesses acquired. *
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Report of Independent Auditor.
Combined Statements of Revenues and Certain Operating Expenses of
Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center for
the Nine Months Ended>September 30, 2016>(Unaudited) and
the Years Ended December 31, 2015, December 31, 2014, and
December 31, 2013.
Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center for
the Nine Months Ended>September 30, 2016>(Unaudited) and
the Years Ended December 31, 2015, December 31, 2014, and
December 31, 2013.
Notes to Combined Statements of Revenues and Certain Operating
Expenses of Sangaree Plaza, Tri-County Plaza and Berkley Shopping
Center for the Nine Months Ended>September 30,
2016>(Unaudited) and the Years Ended December 31, 2015,
December 31, 2014, and December 31, 2013.
Expenses of Sangaree Plaza, Tri-County Plaza and Berkley Shopping
Center for the Nine Months Ended>September 30,
2016>(Unaudited) and the Years Ended December 31, 2015,
December 31, 2014, and December 31, 2013.
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(b)
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Pro forma financial information. **
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Unaudited Pro Forma Condensed Combined and Consolidated Balance
Sheet as of September 30, 2016.
Sheet as of September 30, 2016.
Unaudited Pro Forma Condensed Combined and Consolidated Statement
of Operations for the Nine Months Ended>September 30, 2016.
of Operations for the Nine Months Ended>September 30, 2016.
Unaudited Pro Forma Condensed Combined and Consolidated Statement
of Operations for the Year Ended December 31, 2015.
of Operations for the Year Ended December 31, 2015.
>Notes to Unaudited Pro Forma Condensed Combined and
Consolidated Financial Statements.
Consolidated Financial Statements.
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(c)
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Shell company transactions.
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Not Applicable.
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(d)
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Exhibits.
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10.1
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Sangaree/Tri-County Contribution and Subscription
Agreement, dated November 10, 2016, by and among Wheeler REIT and the Contributors. |
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10.2
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Berkley Contribution and Subscription Agreement, dated
November 10, 2016, by and among Wheeler REIT and the Contributors. |
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23.1
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Consent of Cherry Bekaert LLP.
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99.1
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Combined Statements of Revenues and Certain Operating
Expenses of Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center. |
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99.2
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Unaudited Pro Forma Condensed Combined and Consolidated
Financial Information of Sangaree Plaza, Tri-County Plaza and Berkley Shopping Center. |
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*
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Filed as Exhibit 99.1 and incorporated herein by reference.
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**
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Filed as Exhibit 99.2 and incorporated herein by reference.
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About WHEELER REAL ESTATE INVESTMENT TRUST, INC. (WHLR)
