Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc. (WHLR)
Filing Type: Form 8-K (Current Report)
Date of Report: June 17, 2022
Event: Entry into a Material Definitive Agreement (Term Loan) and creation of a direct financial obligation.
Key Financial Metrics and Transaction Details
This filing reports a specific financing transaction rather than periodic financial performance metrics (e.g., revenue, net income, or cash flow from operations). The filing text does not provide a clear value for the company's overall revenue, profit, or existing debt levels outside of this new obligation.
- New Debt Principal: $75,000,000
- Lender: Guggenheim Real Estate, LLC
- Interest Rate: Fixed at 4.25%
- Maturity Date: July 10, 2032
- Amortization: Principal payments commence August 10, 2027, based on a 30-year schedule.
- Collateral: Secured by customary mortgage-level collateral on specific real properties.
- Guarantor: Wheeler REIT, L.P. (Operating Partnership)
Material Changes and Covenants
The primary material change is the addition of $75 million in long-term debt. The Loan Agreement imposes specific financial covenants on the Operating Partnership:
- Consolidated Net Worth: Must maintain not less than $75,000,000 throughout the loan term.
- Minimum Liquidity: Must maintain not less than $4,000,000 throughout the loan term.
Use of Proceeds and Management Commentary
Management intends to use the loan proceeds for the following purposes:
- Refinance real properties owned by the Borrower.
- Pay various operating expenses and charges.
- Make deposits into reserve funds established by the agreement.
- Pay closing costs and expenses associated with the loan.
- Fund working capital requirements for the properties.
- Distribute any remaining balance to the Borrower.
The filing states there is no material relationship between the Company and the Lender.
Investor Verification Checklist
- Verify the impact of the new $75 million debt on the company's total leverage ratio and debt service coverage.
- Confirm the company's current consolidated net worth and liquidity levels to ensure compliance with the new covenants ($75M net worth, $4M liquidity).
- Review the specific properties pledged as collateral to assess asset quality and concentration risk.
- Monitor the timing of principal payments beginning in August 2027 to evaluate future cash flow requirements.