Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 21, 2013
Event: Entry into a Material Definitive Agreement involving the assignment of a Purchase and Sale Agreement.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document reports a transactional event rather than periodic financial performance.
Material Changes and Transaction Details
- Transaction: On May 21, 2013, WHLR-Tampa Festival, LLC (a wholly-owned subsidiary of Wheeler REIT, L.P.) entered into an Assignment of Purchase and Sale Agreement.
- Counterparties: The assignment was with Wheeler Interests, LLC, transferring rights under a Purchase Agreement originally dated May 15, 2013, between CRP II - Tampa Festival, LLC and Wheeler Interests.
- Consideration: The assignment was made for nominal consideration.
- Related Party: Jon Wheeler, the Registrant's Chairman and CEO, controls Wheeler Interests. No other directors, officers, or affiliates are affiliated with CRP II.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, management commentary on future performance, or specific risk factors beyond the disclosure of the related-party transaction. No pro forma financial information or financial statements of acquired businesses were included.
Investor Verification Checklist
- Verify the terms of the underlying Purchase and Sale Agreement dated May 15, 2013, between CRP II and Wheeler Interests.
- Confirm the nature of the "nominal consideration" paid for the assignment.
- Review the related-party disclosure regarding Jon Wheeler's control of Wheeler Interests.
- Examine the attached exhibits (10.1 and 10.2) for full legal terms of the assignment and purchase agreements.