Business Context and Reporting Period
Company: Wheeler Real Estate Investment Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 25, 2013 (Earliest event reported)
Event: Entry into a Material Definitive Agreement involving the acquisition of rights to purchase a business.
Key Financial Metrics
This filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the registrant. The document focuses on the execution of a transaction agreement rather than periodic financial performance reporting.
Material Changes and Transaction Details
- Transaction: On April 26, 2013, WHLR-JENKS, LLC (a wholly-owned subsidiary of Wheeler REIT, L.P.) entered into an Assignment of Purchase and Sale Agreement.
- Counterparties: The assignment transferred rights from Wheeler Interests, LLC to WHLR-JENKS, LLC regarding a Purchase and Sale Agreement dated April 24, 2013, with Reasor's, LLC.
- Consideration: The assignment was made for nominal consideration.
- Related Party: Jon Wheeler, the Registrant's Chairman and CEO, controls Wheeler Interests, LLC. No other directors, officers, or affiliates are affiliated with Reasor's, LLC.
Guidance, Outlook, and Risks
Pro Forma Information: The filing references Unaudited Pro Forma Financial Information filed as Exhibit 99.1, though the specific data points are not included in the text of this report.
Risks and Contingencies: The filing highlights a related-party transaction involving the CEO's controlled entity (Wheeler Interests). The primary contingency is the successful closing of the underlying Purchase and Sale Agreement with Reasor's, LLC.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific Unaudited Pro Forma Financial Information regarding the acquisition.
- Examine the full text of the Purchase and Sale Agreement (Exhibit 10.2) to understand the purchase price and terms for Reasor's, LLC.
- Verify the valuation and due diligence performed on Reasor's, LLC given the related-party nature of the assignment.
- Confirm the closing status of the transaction with Reasor's, LLC.