UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(a)          This percentage is calculated (pursuant to Rule 13d-3(d)(1)(i)) using a figure of 11,618,682 shares of the Issuer’s Common Stock, which includes (i) 9,793,494 shares of Common Stock outstanding on November 4, 2022 as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022, (ii) an assumed hypothetical (cash) exercise in full of Warrants (as described in Item 2(a) of this Schedule 13G) to purchase an aggregate of 998,547 shares of Common Stock, which Warrants the Issuer issued on March 12, 2021 to the Magnetar Vehicles identified in Item 2(a) hereof, (iii) an assumed hypothetical conversion in full of Notes (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 763,292 shares of Common Stock, which Notes are convertible into shares of Common Stock as described in Item 2(a) hereof, (iv) an assumed hypothetical conversion in full of Series D Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 24,229 shares of Common Stock, which shares of Series D Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof, and (v) an assumed hypothetical conversion in full of Series B Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 39,120 shares of Common Stock, which shares of Series B Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof. Such Warrants, Notes and shares of Series D Preferred Stock and of Series B Preferred Stock are beneficially held by the Reporting Persons.

(a)

This percentage is calculated (pursuant to Rule 13d-3(d)(1)(i)) using a figure of 11,618,682 shares of the Issuer’s Common Stock, which includes (i) 9,793,494 shares of Common Stock outstanding on November 4, 2022 as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022, (ii) an assumed hypothetical (cash) exercise in full of Warrants (as described in Item 2(a) of this Schedule 13G) to purchase an aggregate of 998,547 shares of Common Stock, which Warrants the Issuer issued on March 12, 2021 to the Magnetar Vehicles identified in Item 2(a) hereof, (iii) an assumed hypothetical conversion in full of Notes (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 763,292 shares of Common Stock, which Notes are convertible into shares of Common Stock as described in Item 2(a) hereof, (iv) an assumed hypothetical conversion in full of Series D Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 24,229 shares of Common Stock, which shares of Series D Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof, and (v) an assumed hypothetical conversion in full of Series B Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 39,120 shares of Common Stock, which shares of Series B Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof. Such Warrants, Notes and shares of Series D Preferred Stock and of Series B Preferred Stock are beneficially held by the Reporting Persons.

(a)

This percentage is calculated (pursuant to Rule 13d-3(d)(1)(i)) using a figure of 11,618,682 shares of the Issuer’s Common Stock, which includes (i) 9,793,494 shares of Common Stock outstanding on November 4, 2022 as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022, (ii) an assumed hypothetical (cash) exercise in full of Warrants (as described in Item 2(a) of this Schedule 13G) to purchase an aggregate of 998,547 shares of Common Stock, which Warrants the Issuer issued on March 12, 2021 to the Magnetar Vehicles identified in Item 2(a) hereof, (iii) an assumed hypothetical conversion in full of Notes (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 763,292 shares of Common Stock, which Notes are convertible into shares of Common Stock as described in Item 2(a) hereof, (iv) an assumed hypothetical conversion in full of Series D Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 24,229 shares of Common Stock, which shares of Series D Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof, and (v) an assumed hypothetical conversion in full of Series B Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 39,120 shares of Common Stock, which shares of Series B Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof. Such Warrants, Notes and shares of Series D Preferred Stock and of Series B Preferred Stock are beneficially held by the Reporting Persons.

(a)

This percentage is calculated (pursuant to Rule 13d-3(d)(1)(i)) using a figure of 11,618,682 shares of the Issuer’s Common Stock, which includes (i) 9,793,494 shares of Common Stock outstanding on November 4, 2022 as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022, (ii) an assumed hypothetical (cash) exercise in full of Warrants (as described in Item 2(a) of this Schedule 13G) to purchase an aggregate of 998,547 shares of Common Stock, which Warrants the Issuer issued on March 12, 2021 to the Magnetar Vehicles identified in Item 2(a) hereof, (iii) an assumed hypothetical conversion in full of Notes (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 763,292 shares of Common Stock, which Notes are convertible into shares of Common Stock as described in Item 2(a) hereof, (iv) an assumed hypothetical conversion in full of Series D Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 24,229 shares of Common Stock, which shares of Series D Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof, and (v) an assumed hypothetical conversion in full of Series B Preferred Stock (as described in Item 2(a) hereof) held by the Magnetar Vehicles into 39,120 shares of Common Stock, which shares of Series B Preferred Stock are convertible into shares of Common Stock as described in Item 2(a) hereof. Such Warrants, Notes and shares of Series D Preferred Stock and of Series B Preferred Stock are beneficially held by the Reporting Persons.

Explanatory Note: This Amendment No. 2 (the “Amendment No. 2”) relates to the Statement of Beneficial Ownership on Schedule 13G filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) with the SEC on September 10, 2021, as amended by Amendment No. 1 filed with the SEC on February 14, 2022.  This Amendment No. 2 is being filed to remove Mr. Litowitz as a Reporting Person and replace him with David J. Snyderman who, effective October 24, 2022, replaced Mr. Litowitz as the Chief Executive Officer of Magnetar Financial and as the Manager of Supernova Management.

 

Wheeler Real Estate Investment Trust, Inc. (the “Issuer”)

 

 

2529 Virginia Beach Boulevard, Virginia Beach, Virginia 23452

 

 

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 

 

 

 

 

This statement relates to shares of Common Stock, par value $0.01 per share (“Common Stock”), of the Issuer issuable upon (a) the potential exercise of Common Stock Purchase Warrants held by the Magnetar Vehicles (as defined below) to purchase in the aggregate up to 998,547 shares of Common Stock, as follows: (i) warrants to purchase up to 479,847 shares of Common Stock at an exercise price of $3.430 per share (the “Tranche A Warrants”); (ii) warrants to purchase up to 399,000 shares of Common Stock at an exercise price of $4.125 per share (the “Tranche B Warrants”); and (iii) warrants to purchase up to 119,700 shares of Common Stock at an exercise price of $6.875 per share (the “Tranche C Warrants” and, collectively with the Tranche A Warrants and Tranche B Warrants, the “Warrants”); (b) the potential conversion of up to $4,770,575 (aggregate principal amount) of the Issuer’s 7.00% Senior Subordinated Convertible Notes Due 2031 (the “Notes”) held by the Magnetar Vehicles into up to 763,292 shares of Common Stock (applying the conversion price assumptions stated in this Item 2(a)); (c) the potential conversion of up to 16,439 shares of the Issuer’s 8.75% Series D Cumulative Convertible Preferred Stock (the “Series D Preferred Stock”) held by the Magnetar Vehicles into up to 24,229 shares of Common Stock (applying the conversion rate assumptions stated in this Item 2(a)); and (d) the potential conversion of up to 62,595 shares of the Issuer’s 9% Series B Preferred Stock (the “Series B Preferred Stock”) held by the Magnetar Vehicles into up to 39,120 shares of Common Stock (applying the conversion rate assumptions stated in this Item 2(a)).

 

The Notes will mature on December 31, 2031, at which time they may be settled, at the Issuer’s election, in cash or shares of Common Stock as set forth in the Notes.

 

The Notes are convertible, in whole or in part, at the election of the holder of the Notes, at any time into shares of Common Stock at a conversion price of $6.25 per share (four shares of Common Stock for each $25.00 of principal amount of Notes being converted), and the Reporting Persons have used this conversion price for purposes of the figures reported herein.  But, if at any time after September 21, 2023 holders of the Series D Preferred Stock have required the Issuer to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the conversion price will be adjusted to the lower of (i) a 45% discount to the conversion price and (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock converted into shares of Common Stock.

 

The Notes bear interest at the rate of 7% per annum, and interest on the Notes is payable semi-annually on June 30 and December 31 of each year.  Interest on the Notes may be payable, at the Issuer’s election, in cash, in shares of the Issuer’s Series B Preferred Stock or in shares of Series D Preferred Stock, in each case as set forth in the Notes, which shares of Series B Preferred Stock and Series D Preferred Stock are in turn convertible into shares of Common Stock at the option of the holder thereof at any time.

 

With respect to the Company’s interest payment on the Notes due on December 31, 2021, the Company paid the interest in the form of shares of Series D Preferred Stock, and the Magnetar Vehicles received 16,439 shares of Series D Preferred Stock as an interest payment at that time.  Under the terms of the Series D Preferred Stock, holders thereof may convert their shares of Series D Preferred Stock at any time into shares of Common Stock at an initial conversion rate (which conversion rate the Reporting Persons have used for purposes of the figures herein) of $16.96 per share of Common Stock, and each share of Series D Preferred Stock has a liquidation preference of $25.00.  As such, the Magnetar Vehicles’ 16,439 shares of Series D Preferred Stock are convertible into up to 24,229 shares of Common Stock.

 

With respect to the Company’s interest payment on the Notes due on June 30, 2022, the Company paid the interest in the form of shares of Series B Preferred Stock, and the Magnetar Vehicles received 62,595 shares of Series B Preferred Stock as an interest payment at that time. Under the terms of the Series B Preferred Stock, holders thereof may convert their shares of Series B Preferred Stock at any time into shares of Common Stock at an initial conversion rate of $40.00 per share of Common Stock, and each share of Series B Preferred Stock has a liquidation preference of $25.00. As such, the Magnetar Vehicles’ 62,595 shares of Series B Preferred Stock are convertible into up to 39,120 shares of Common Stock.

 

The foregoing Warrants, Notes, Series D Preferred Stock and Series B Preferred Stock are held by Magnetar Structured Credit Fund, LP (“Structured Credit Fund”) and Magnetar Longhorn Fund LP (“Longhorn Fund”), both Delaware limited partnerships; and Magnetar Lake Credit Fund LLC (“Lake Credit Fund”), Purpose Alternative Credit Fund – F LLC (“Alternative Fund F”) and Purpose Alternative Credit Fund – T LLC (“Alternative Fund T”), all Delaware limited liability companies. In this Schedule 13G, we refer to the foregoing holders collectively as the “Magnetar Vehicles”.

 

Magnetar Financial serves as (i) the investment manager to Longhorn Fund, Alternative Fund F and Alternative Fund T, (ii) general partner of Structured Credit Fund and (iii) manager of Lake Credit Fund.  As such, Magnetar Financial exercises voting and investment power over securities held by the Magnetar Vehicles.

 

Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial.

 

Supernova Management is the general partner of Magnetar Capital Partners.

 

The Manager of Supernova Management is Mr. Snyderman.

 

 

The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

 

 

 

 

 

 

 

Common Stock, $0.01 par value per share

 

 

963025705

 

 

(e)  ☒ An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E)

 

(g)  ☒ A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G)

 

 

 

As of October 31, 2022, the Magnetar Vehicles held (in the aggregate) (a) Warrants to purchase up to 998,547 shares of Common Stock, consisting of the Tranche A Warrants, Tranche B Warrants and Tranche C Warrants (each with different exercise prices per share as set forth in Item 2(a) hereof), (b) Notes convertible into up to 763,292 shares of Common Stock, (c) Series D Preferred Stock convertible into up to 24,229 shares of Common Stock, each as outlined (and applying the assumptions) in Item 2(a) above, and (d) Series B Preferred Stock convertible into up to 39,120 shares of Common Stock, each as outlined (and applying the assumptions) in Item 2(a) above.

 

The Warrants, Notes, Series D Preferred Stock and Series B Preferred Stock held by the Magnetar Vehicles represent the right to acquire up to 15.7% of the total number of shares of outstanding Common Stock.  This percentage is calculated (pursuant to Rule 13d-3(d)(1)(i)) using a figure of 11,618,682 shares of the Issuer’s Common Stock, which includes (i) 9,793,494 shares of Common Stock outstanding on November 4, 2022 as disclosed in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2022, (ii) an assumed hypothetical (cash) exercise in full of Warrants held by the Magnetar Vehicles to purchase an aggregate of 998,547 shares of Common Stock, (iii) an assumed hypothetical conversion in full of Notes held by the Magnetar Vehicles into 763,292 shares of Common Stock, (iv) an assumed hypothetical conversion in full of Series D Preferred Stock held by the Magnetar Vehicles into 24,229 shares of Common Stock, and (v) an assumed hypothetical conversion in full of Series B Preferred Stock held by the Magnetar Vehicles into 39,120 shares of Common Stock. (See Item 2(a) above.)  Such Warrants, Notes and shares of Series D Preferred Stock and of Series B Preferred Stock are beneficially owned by the Reporting Persons.

 

The Warrants, Notes, Series D Preferred Stock and Series B Preferred Stock held by the Magnetar Vehicles consist of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of October 31, 2022, each of the Reporting Persons was deemed to be the beneficial owner of approximately 15.7% of the total number of shares of outstanding of Common Stock.  This percentage is calculated as stated in Item 4(a) hereof.

 

 

 

 

This Item 5 is not applicable.

 

 

This Item 6 is not applicable.

 

 

Magnetar Financial is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 and serves as (i) the investment manager to Longhorn Fund, Alternative Fund F and Alternative Fund T, (ii) general partner of Structured Credit Fund and (iii) manager of Lake Credit Fund.  As such, Magnetar Financial exercises voting and investment power over the Magnetar Vehicles.

 

Magnetar Capital Partners is the sole member and parent holding company of Magnetar Financial.

 

Supernova Management is the general partner of Magnetar Capital Partners.

 

The Manager of Supernova Management is Mr. Snyderman.

 

 

This Item 8 is not applicable.

 

 

This Item 9 is not applicable.

 

 

By signing below the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

EXHIBIT INDEX

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