Business Context and Reporting Period
This Form 8-K was filed by Wheeler Real Estate Investment Trust, Inc. on September 26, 2014. The report details a corporate transaction involving the assumption of a real estate purchase agreement by a wholly-owned subsidiary of the Registrant.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial figure disclosed is the transaction value for a specific asset acquisition.
- Acquisition Price: $5,400,000 for the Graystone Crossing property.
- Transaction Consideration: Nominal consideration for the assignment of the purchase agreement.
Material Changes
On September 26, 2014, WHLR-Graystone Crossing, LLC, a wholly-owned subsidiary of Wheeler REIT, L.P., entered into an Assignment of Purchase and Sale Agreement with Wheeler Interests, LLC. Through this assignment, the subsidiary succeeded to the rights of Wheeler Interests under a Purchase and Sale Agreement dated July 28, 2014. The agreement is for the purchase of real property located at 2435 S.C. Highway 160, Tega Cay, South Carolina, known as Graystone Crossing.
Guidance, Outlook, and Related Disclosures
Related Party Transaction: Jon Wheeler, the Registrant's Chairman and Chief Executive Officer, is the managing member of both Wheeler Interests and WHLR-Graystone Crossing. No other director, officer, or affiliate of the Registrant is affiliated with the Seller (ERP Tega Cay, LLC).
Financial Reporting Timeline: The Registrant stated it will file requisite financial information for Graystone Crossing no later than 71 calendar days after the initial filing of this report. Pro forma financial information is not applicable at this time.
Public Announcement: A press release regarding the assumption of the contract was issued on September 29, 2014.
Investor Verification Checklist
- Verify the financial statements for Graystone Crossing when filed within the 71-day window.
- Review the full text of the Assignment of Purchase and Sale Agreement (Exhibit 10.1) and the original Purchase and Sale Agreement (Exhibit 10.2) for specific terms and conditions.
- Confirm the status of the closing of the $5,400,000 transaction.
- Assess the impact of this acquisition on the company's overall portfolio and leverage ratios once financial data is available.