By Rebecca Melvin
New York, Sept. 16 – Wheeler Real Estate Investment Trust Inc. priced $40 million of series D cumulative convertible preferred shares with a liquidation preference of $25.00 per share to yield 8.75% and an initial conversion premium of 20%, according to a regulatory filing.
The registered, off the shelf deal priced at the cheap end of price talk for an 8.5% to 8.75% dividend and 20% to 25% initial conversion premium.
Compass Point Research & Trading LLC and Wunderlich Securities Inc. were bookrunning managers and Ladenburg Thalmann & Co. Inc. was lead manager.
The perpetual preferreds are non-callable for five years and holders can put the paper at year seven.
The dividend will step up by 2% a year beginning in 2023 until it reaches a maximum of 14%.
Wheeler REIT was approved to list the preferreds on the Nasdaq Capital Market under the symbol “WHLRD.” Trading is expected to begin on Sept. 16.
About $2.5 million of the net proceeds are expected to be used for the Sea Turtle Marketplace Project and $32.5 million is earmarked for future acquisitions and investments in properties, with remaining proceed for working capital.
Wheeler is a Virginia Beach, Va.-based commercial real estate investment company.
| Issuer: | Wheeler Real Estate Investment Trust Inc.
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| Securities: | Series D cumulative convertible preferred stock
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| Amount: | $40 million, or 1,600,000 shares
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| Greenshoe: | $6 million, or 240,000 shares
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| Maturity: | Perpetual
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| Bookrunning managers: | Compass Point Research & Trading LLC and Wunderlich Securities Inc.
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| Lead manager: | Ladenburg Thalmann & Co. Inc.
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| Dividend: | 8.75%
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| Liquidation preference price: | $25.00
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| Yield: | 8.75% until Sept. 21, 2023, then steps up 2% per year until maximum 14%
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| Conversion premium: | 20%
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| Initial conversion price: | $2.12
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| Call feature: | Non-callable for five years
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| Put: | At year seven
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| Takeover protection: | Yes
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| Price talk: | 8.5% to 8.75%, up 20% to 25%
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| Pricing date: | Sept. 15
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| Settlement date: | Sept. 21
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| Stock symbol: | Nasdaq: WHLR
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| Stock price: | $1.77 at close Sept. 15
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| Preferred stock symbol: | Nasdaq: WHLRD
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| Distribution: | Registered, off the shelf
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| Market capitalization: | $120.16 million
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