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): March 26, 2015
WHEELER REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
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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:
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¨ | 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 March 26, 2015, the Registrant, through WHLR-Washington Square, LLC, a Delaware limited liability company (“WHLR-Washington 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 (the “Sale Agreement”) as buyer, with Pearl Brittain, Inc., a South Carolina corporation, as seller (the “Seller”), for the purchase of a retail shopping center located in Washington, North Carolina, commonly known as Washington Square, for the sale price of Twenty Million and 00/100 Dollars ($20,000,000).
No director, officer or affiliate of the Registrant is affiliated with the Seller.
On March 27, 2015, the Registrant issued a press release announcing the contract to acquire Washington Square.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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(a) | Financial statement of businesses acquired. |
Not applicable.
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(b) | Pro forma financial information. |
Not applicable.
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(c) | Shell company transactions. |
Not Applicable.
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99.1 | Sale Agreement, dated March 26, 2015, by and between WHLR-Washington Square and the Seller. |
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99.2 | Press release, dated March 27, 2015, relating to WHLR-Washington Square's entry into the contract to acquire Washington Square. |
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.
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WHEELER REAL ESTATE INVESTMENT TRUST, INC. |
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By: | | /s/ Jon S. Wheeler |
| | Jon S. Wheeler |
| | Chairman and Chief Executive Officer |
Dated: March 27, 2015
EXHIBIT INDEX
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Number | Description of Exhibit | | | |
99.1 | Sale Agreement, dated March 26, 2015, by and between WHLR-Washington Square and the Seller. |
99.2 | Press release, dated March 27, 2015, relating to WHLR-Washington Square's entry into the contract to acquire Washington Square. |