By Abigail W. Adams
Portland, Me., Jan. 11 – Wheeler Real Estate Investment Trust, Inc. priced a $32.58 million liquidation preference add on to its $25-par perpetual 8.75% series D cumulative convertible preferred stock after the market close on Wednesday at $16.50 a share.
The issuer sold a total of 1,303,000 shares for proceeds of $21.50 million.
Ladenburg Thalmann & Co. Inc. and BTIG, LLC are acting as joint bookrunners for the registered offering.
There is a greenshoe of 195,450 shares, or $3.22 million, according to a term sheet.
The add on was initially sized at $25 million with a $3.75 million greenshoe, according to the deal’s preliminary prospectus.
The add on will form a single unit with the 8.75% series D cumulative convertible preferred stock issued in September 2016.
The price to investors of $16.50 is equivalent to the price of the series D preferred stock at the market close on Wednesday.
The dividend will increase by 2% of the liquidation preference annually beginning on Sept. 21, 2023 with a maximum rate of 14%.
The conversion price is $16.96. At the original pricing on Sept. 15, 2016, that price was equivalent to an initial conversion premium of 20%.
The preferred stock is callable at par beginning Sept. 21, 2021. The notes are also callable prior to Sept. 21, 2021 in the event of a delisting, change of control or to preserve Wheeler’s tax status.
There is a put option exercisable on Sept. 21, 2023, which will be settled in cash or stock at the company’s option.
Wheeler’s previously issued series D preferred stock currently has 2,237,000 shares outstanding, or $55,925,000 liquidation preference, according to the prospectus.
The preferred stock trades on Nasdaq under the symbol WHLRD.
Proceeds will be used to partially fund the acquisition of the Janaf shopping center in Norfolk, Va. Wheeler announced Tuesday it has entered into a purchase-and-sales-agreement for the 887,917 square foot shopping center.
The acquisition is expected to cost $85.65 million, according to a company release.
Wheeler is a Virginia Beach, Va.-based real estate investment trust focused on the acquisition and management of income-producing retail properties.
| Issuer: | Wheeler Real Estate Investment Trust, Inc.
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| Issue: | Add on to series D cumulative convertible preferred stock
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| Amount: | $21,499,500, or 1,303,000 shares
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| Overallotment option: | $3,224,925, or 195,450 shares
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| Maturity: | Perpetual
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| Dividend: | 8.75%
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| Price: | $16.50
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| Par: | $25
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| Conversion price | $16.96
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| Bookrunners: | Ladenburg Thalmann & Co. Inc. and BTIG, LLC
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| Distribution: | Off shelf
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| Pricing date: | Jan. 10
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| Settlement date: | Jan. 12
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| Ticker: | Nasdaq: WHLRD
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| Preferred price: | $16.50 at close on Jan. 10
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| Stock symbol: | Nasdaq: WHLR
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| Stock price: | $7.82 as of Jan. 10
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