8-K


 
 
 
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
FORM 8-K
 
 
 
 
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): September 30, 2015
 
 
 
 
 
 
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
  
 
 
 
 
 
 
 
 
 
 
 
Maryland
 
001-35713
 
45-2681082
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
2529 Virginia Beach Blvd., Suite 200
Virginia Beach, VA 23452
Registrant’s telephone number, including area code: (757) 627-9088
 
 
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 




ITEM 8.01 OTHER EVENTS.
On August 3, 2015, the Registrant filed a Form 8-K to report that WHLR-Ft. Howard Square, LLC, a Delaware limited liability company (“WHLR-Ft. Howard Square”) and a wholly-owned subsidiary of Wheeler REIT, L.P., a Virginia limited partnership of which the Registrant is the sole general partner, entered into a Purchase and Sale Agreement as buyer, with Rin South Partners, LLC, a Georgia limited liability company, as seller ("Seller"), for the purchase of a retail shopping center in Rincon, Georgia, commonly known as Ft. Howard Square Shopping Center, for the sales price of Eleven Million Five Hundred Thousand and 00/100 Dollars ($11,500,000).
On September 30, 2015, WHLR-Ft. Howard Square closed the transaction and acquired Ft. Howard Square Shopping Center for $11,500,000.
No director, officer or affiliate of the Registrant is affiliated with the Seller.
On October 1, 2015, the Registrant filed a press release announcing the acquisition of Ft. Howard Square Shopping Center, which is filed as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)
Financial statement of businesses acquired.
The Registrant will file requisite financial information for Ft. Howard Square Shopping Center no later than 71 calendar days after the initial filing of this Current Report on Form 8-K.

 
(b)
Pro forma financial information.
Not applicable.

(c)
Shell company transactions.
Not Applicable.
 
(d)
Exhibits.
99.1    Press release, dated October 1, 2015, announcing the completion of the acquisition of Ft. Howard Square Shopping Center.










Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
 
 
By:
 
/s/ Jon S. Wheeler
 
 
Jon S. Wheeler
 
 
Chairman and Chief Executive Officer
Dated: October 1, 2015
 




EXHIBIT INDEX
Number
Description of Exhibit
 
 
 
99.1
Press release, dated October 1, 2015, announcing the completion of the acquisition of Ft. Howard Square Shopping Center.