Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 17, 2013
Event: Termination of a Material Definitive Agreement (Item 1.02).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It details specific transaction values related to terminated agreements:
- Warren Commons Shopping Center Purchase Price: $5,250,000
- Adjoining Vacant Land Purchase Price: $200,000
- Total Agreed Purchase Price: $5,450,000
- Termination Penalties: None incurred.
Material Changes
On September 17, 2013, the Registrant's subsidiaries, WHLR-Warren Commons, LLC and Warren Commons Associates, LLC, terminated Purchase and Sale Agreements entered into on May 13, 2013. The termination was necessitated by the inability to obtain clear title due to easements affecting the properties in Warren County, Pennsylvania. No material early termination penalties were incurred.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms that the transactions were terminated solely due to title issues (easements).
Risks/Contingencies: The primary risk identified was the failure to secure clear title, which prevented the acquisition of the real estate assets.
Related Party Transactions: Jon Wheeler, the Chairman and CEO, controls Wheeler REIT and is the managing member of the subsidiaries involved in the terminated contracts. No directors or officers are affiliated with the sellers (Echo Warren Associates, L.P. or Echo Dillsburg, L.P.).
Investor Verification Checklist
- Confirm the status of the easements on the Warren Commons Shopping Center and adjoining land to understand if future acquisition is possible.
- Verify that no hidden costs or legal fees were incurred beyond the stated "no material penalties."
- Review the company's broader pipeline for other pending acquisitions that may face similar title issues.
- Check subsequent filings for any new agreements regarding these specific properties.