Wheeler Real Estate Investment Trust, Inc. Announces Further Revisions to Its Exchange Offer and Consent Solicitation

About this update from Wheeler Real Estate Investment Trust, Inc.

[{"type":"text","content":"VIRGINIA BEACH, VA / ACCESSWIRE / January 5, 2023 / Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR) (\"Wheeler\" or the \"Company\") today announced further revisions to its previously announced offer to exchange (the \"Initial Exchange Offer\") any and all outstanding shares of the Company's Series D Cumulative Convertible Preferred Stock (the \"Series D Preferred Stock\") for 6.00% Subordinated Notes due 2027 (the \"Exchange Notes\"), to be newly issued by the Company, and the related solicitation of consents (the \"Consent Solicitation\") from the holders of Series D Preferred Stock to certain amendments to the Company's charter that will modify the terms of the Series D Preferred Stock.Revisions to the TermsThe Company filed with the Securities and Exchange Commission (the \"SEC\") a Post-Effective Amendment No. 1 to Form S-4 Registration Statement previously filed in connection with the Initial Exchange Offer, reflecting the following further revisions to the terms of the Initial Exchange Offer (the \"Revised Exchange Offer\"):Increase the consideration for each validly tendered, not validly withdrawn and validly accepted share of Series D Preferred Stock by offering 0.5 shares of the Company's common stock in addition to $16.00 in principal amount of the Exchange Notes that was offered in the Initial Exchange Offer.Provide that the Exchange Notes will be convertible, in whole or in part, at any time, at the option of the holders, into shares of the Company's common stock at a conversion price of $12.50 per share of Common Stock (2 shares of Common Stock for each $25.00 of principal amount of the Exchange Notes being converted).Offer to exchange up to a maximum of 2,112,103 shares of Series D Preferred Stock, representing 67% of the outstanding Series D Preferred Stock; provided, that if more than 2,112,103 shares of Series D Preferred Stock are validly tendered and not validly withdrawn on or prior to the expiration of the Revised Exchange Offer, then the Company will accept shares of Series D Preferred Stock from all holders that validly tender shares of Series D Preferred Stock on a pro rata basis.Soliciting Broker FeeIf the Revised Exchange Offer is consummated, the Company has agreed to pay a Soliciting Broker Fee equal to $0.10 for each share of Series D Preferred Stock that is validly tendered and accepted f...

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