UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
Tender Offer
On December 23, 2020, Wheeler Real Estate Investment Trust, Inc. (the “Company”) issued a press release announcing that it plans to commence on December 23, 2020 a “modified Dutch auction” tender offer to purchase up to $19 million in value of shares of its Series D Cumulative Convertible Preferred Stock, no par value per share (the “Series D Shares”), at a price not greater than $18.00 nor less than $15.50 per Series D Share, to the sellers in cash, less any applicable withholding taxes and without interest. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The tender offer will commence upon the filing by the Company of a tender offer statement on Schedule TO.
Tender Offer Statement
The tender offer described in Exhibit 99.1 (the “Offer”) has not yet commenced. The press release included as Exhibit 99.1 is for informational purposes only. The press release is not a recommendation to buy or sell the Series D Shares or any other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell the Series D Shares or any other securities. On the commencement of the Offer, the Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Offer will only be made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of the Schedule TO. Stockholders should read carefully the offer to purchase, letter of transmittal and related materials because they contain important information, including the various terms of, and conditions to, the Offer. Once the Offer is commenced, stockholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC’s website at www.sec.gov or from the Company’s website at https://ir.whlr.us/ or from the information agent for the tender offer.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following Exhibit is furnished as part of this Report on Form 8-K:
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated December 23, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: December 23, 2020 | Wheeler Real Estate Investment Trust, Inc. | |
| By: | /s/ Daniel Khoshaba | |
| Daniel Khoshaba | ||
| President and CEO | ||
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