Business Context and Reporting Period
This Form 8-K was filed by Wheeler Real Estate Investment Trust, Inc. on September 25, 2015. The report discloses a material event regarding the sale of two out-parcel properties located within the Pierpont Centre in Morgantown, West Virginia, known as the Outback Parcel and the Ruby Tuesday Parcel.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The specific financial metric disclosed is the agreed sales price for the properties:
- Sales Price: $2,285,000
- Encumbrance: The properties are subject to a deed of trust under a promissory note dated January 14, 2015, made in favor of Rialto Mortgage Finance, LLC.
Material Changes and Transaction Details
On August 31, 2015, the Registrant's subsidiary, WHLR-Pierpont Center, LLC, entered into a Purchase and Sale Agreement to sell the properties to Michael Schmidt. Subsequently, it was discovered that the existing loan agreement prevents defeasement prior to February 13, 2017. Consequently, on September 25, 2015, the parties executed a First Amendment to the Sale Agreement. This amendment redefines the closing date as the earlier of:
- Thirty days after the Seller receives approval from the Lender to defease the loan agreement.
- February 13, 2017.
Closing remains subject to customary due diligence procedures. No director, officer, or affiliate of the Registrant is affiliated with the Purchaser.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or a discussion of general risks. The primary contingency identified is the requirement to obtain lender approval to defease the existing loan agreement prior to closing, which may delay the transaction until the mandatory defeasement date of February 13, 2017.
Investor Verification Checklist
- Verify the status of the lender approval required to defease the Rialto Mortgage Finance, LLC loan.
- Confirm the final closing date, noting the potential delay until February 13, 2017.
- Review the attached Sale Agreement (Exhibit 99.1) and First Amendment (Exhibit 99.2) for specific terms regarding the $2,285,000 transaction.
- Monitor future filings for the actual closing of the transaction and the recognition of any gain or loss.