By Stephanie N. Rotondo
Seattle, Dec. 1 – Wheeler Real Estate Investment Trust Inc. sold $15,925,000 of its 8.75% series D cumulative convertible preferred shares (Nasdaq: WHLRD) in an add-on offering, according to a regulatory filing.
The $25-par preferreds were discounted to $24.00.
When the deal was first announced on Monday, the company had planned to sell $21.75 million of the convertible preferreds at $24.50 a share.
There is a $2,388,750 over-allotment option, downsized from $3.25 million.
The Virginia Beach, Va.-based company initially sold $40 million of the convertible preferreds on Sept. 15.
Compass Point Research & Trading LLC, Wunderlich Securities Inc. and Ladenburg Thalmann & Co. Inc. are the bookrunners.
The securities are convertible into common stock at $2.12 a share.
The perpetual preferreds are non-callable for five years, and holders can put the paper at year seven. The company can opt to redeem the issue upon a change of control.
The dividend will step up by 2% a year beginning in 2023 until it reaches a maximum of 14%.
Proceeds will be used for future mainly grocery-anchored acquisitions and investments in properties and for general corporate purposes.
Wheeler is a commercial real estate investment company.
| Issuer: | Wheeler Real Estate Investment Trust
|
| Securities: | Series D cumulative convertible preferred stock
|
| Amount: | $15,925,000, or 637,000 shares
|
| Greenshoe: | $2,388,750, or 95,550 shares
|
| Maturity: | Perpetual
|
| Bookrunners: | Compass Point Research & Trading LLC, Wunderlich Securities Inc., Ladenburg Thalmann & Co. Inc.
|
| Dividend: | 8.75%
|
| Step-up feature: | Dividend increases by 2% beginning in 2023, up to a maximum of 14%
|
| Price: | $24.00 per share
|
| Liquidation preference: | $25.00 per share
|
| Conversion price: | $2.12 per share
|
| Call options: | On or after Sept. 21, 2021 or upon a change of control at par plus accrued dividends
|
| Put option: | On Sept. 21, 2023 at par plus accrued dividends
|
| Pricing date: | Dec. 1
|
| Settlement date: | Dec. 6
|
| Original issue: | $40 million priced at par on Sept. 15, 2016
|
| Listing: | Nasdaq: WHLRD
|
| Stock symbol: | Nasdaq: WHLR
|
| Stock price: | $1.63 as of Nov. 30 close
|
| Market capitalization: | $121.37 million
|
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