Wheeler Real Estate Investment Trust, Inc. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Loans Payable

Loans Payable

9 Months Ended

Sep. 30, 2016

The Company’s loans payable consist of the following:




Property/Description	Monthly Payment			Interest Rate		Maturity	September 30, 2016			December 31, 2015
							(unaudited)
Shoppes at Eagle Harbor	$	25,100		4.34	%	March 2018	$	3,528,895		$	3,634,085
Monarch Bank Building	$	9,473		4.15	%	December 2017	1,334,241			1,376,452
Perimeter Square	Interest only			4.06	%	August 2026	4,500,000			4,166,406
Riversedge North	$	8,802		6.00	%	January 2019	926,444			962,281
Walnut Hill Plaza	$	24,273		5.50	%	July 2017	3,464,362			3,535,606
Twin City Commons	$	17,827		4.86	%	January 2023	3,184,056			3,225,473
Shoppes at TJ Maxx	$	33,880		3.88	%	May 2020	5,951,648			6,081,272
Bank Line of Credit	Interest only			4.25	%	September 2017	3,000,000			—
Bank Line of Credit	Interest only			3.01	%	May 2018	46,127,250			6,873,750
Forrest Gallery	$	50,973		5.40	%	September 2023	8,834,660			8,926,712
Tampa Festival	$	50,797		5.56	%	September 2023	8,534,790			8,627,294
Winslow Plaza	Interest only			4.82	%	December 2025	4,620,000			4,620,000
Cypress Shopping Center	$	34,360		4.70	%	July 2024	6,609,876			6,625,000
Harrodsburg Marketplace	$	19,112		4.55	%	September 2024	3,632,616			3,677,501
Port Crossing	$	34,788		4.84	%	August 2024	6,396,584			6,471,636
LaGrange Marketplace	$	15,065		5.50	%	February 2024	2,381,726			2,418,212
Freeway Junction	$	31,265		4.60	%	September 2024	8,150,000			8,150,000
DF I-Edenton	$	250,000	¹	3.75	%	September 2016	—			650,000
DF I-Moyock	$	10,665		5.00	%	July 2019	337,169			418,538
Graystone Crossing	$	15,672		4.55	%	October 2024	4,000,000			4,000,000
Bryan Station	Interest only			4.52	%	November 2024	4,625,000			4,625,000
Crockett Square	Interest only			4.47	%	December 2024	6,337,500			6,337,500
Harbor Point	$	11,024		5.85	%	December 2016	664,864			732,685
Pierpont Centre	Interest only			4.15	%	February 2025	8,450,000			8,450,000
Alex City Marketplace	Interest only			3.95	%	April 2025	5,750,000			5,750,000
Butler Square	Interest only			3.90	%	May 2025	5,640,000			5,640,000
Brook Run Shopping Center	Interest only			4.08	%	June 2025	10,950,000			10,950,000
Beaver Ruin Village I and II	Interest only			4.73	%	July 2025	9,400,000			9,400,000
Columbia Fire Station	Interest only			8.00	%	December 2017	477,788			450,053
Sunshine Shopping Plaza	Interest only			4.57	%	August 2025	5,900,000			5,900,000
Barnett Portfolio	Interest only			4.30	%	September 2025	8,770,000			8,770,000
Grove Park Shopping Center	Interest only			4.52	%	October 2025	3,800,000			3,800,000
Parkway Plaza	Interest only			4.57	%	October 2025	3,500,000			3,500,000
Conyers Crossing	Interest only			4.67	%	October 2025	5,960,000			5,960,000
Fort Howard Shopping Center	Interest only			4.57	%	October 2025	7,100,000			7,100,000
Chesapeake Square	$	23,857		4.70	%	August 2026	4,594,760			—
Revere Loan	Interest only			8.00	%	April 2017	7,450,000			—
Senior convertible notes	Interest only			9.00	%	December 2018	1,400,000			3,000,000
Senior non-convertible notes	Interest only			9.00	%	January 2016	—			2,160,000
South Carolina Food Lions note	$	68,320		5.25	%	January 2024	12,266,906			12,375,000
Total Principal Balance							238,551,135			189,340,456
Unamortized debt issuance cost							(6,783,873		)	(4,711,374		)
Total Loans Payable							$	231,767,262		$	184,629,082

(1)$250,000 plus accrued interest paid quarterly until maturity.

KeyBank Credit Agreement

On May 29, 2015, the Operating Partnership entered into a $45.0 million revolving credit line (the "Credit Agreement") with KeyBank National Association ("KeyBank"). Pursuant to the Credit Agreement, outstanding borrowings accrue monthly interest which is paid at a rate of the one-month London Interbank Offer Rate ("LIBOR") plus a margin ranging from 1.75% to 2.50% depending on the Company's consolidated leverage ratio. On April 12, 2016, the Operating Partnership entered into a First Amendment and Joinder Agreement (“First Amendment”) to the Credit Agreement. The First Amendment increased the $45.0 million revolving credit line with KeyBank to $67.2 million and the Company utilized this additional borrowing capacity to acquire the A-C Portfolio. Pursuant to the terms of the First Amendment, the monthly interest of the increased credit facility is adjusted to LIBOR plus a margin of 5.00% until such time that the Company can meet certain repayment and leverage conditions. The Company used Series B proceeds to reduce its borrowings under the Credit Agreement to $46.1 million and the margin reduced back to the stated range of the original Credit Agreement on August 15, 2016. The unutilized amounts available to the Company under the Credit Agreement accrue fees which are paid at a rate of 0.30%.

As of September 30, 2016, the Company has borrowed $46.1 million under the Credit Agreement, which is collateralized by the A-C Portfolio acquired on April 12, 2016. At September 30, 2016, the outstanding borrowings are accruing interest at 3.01%. The Credit Agreement contains certain financial covenants that the Company must meet, including minimum leverage, fixed charge coverage and debt service coverage ratios as well as a minimum tangible net worth requirement. The Company was in compliance with the financial covenants as of September 30, 2016. The Credit Agreement also contains certain events of default that if they occur may cause KeyBank to terminate the Credit Agreement and declare amounts owed to become immediately payable. As of September 30, 2016, the Company has not incurred an event of default.

Senior Subordinated Debt

On January 29, 2016, the Company paid off $2.16 million in senior subordinated debt.

Revere Loan Agreement

In connection with the closing of the A-C Portfolio, the Operating Partnership, as borrower, and Revere High Yield Fund, LP, a Delaware limited partnership (“Revere”), as lender, entered into a Term Loan Agreement dated as of April 8, 2016 (“Revere Term Loan”) in the principal amount of $8.0 million. The Revere Term Loan has a maturity date of April 30, 2017 and an interest rate of 8% per annum. The Company and certain of its subsidiaries serve as guarantors under the Revere Term Loan. The proceeds of the Revere Term Loan were used as partial consideration for the purchase of the A-C Portfolio. A warrant (“Warrant”) to purchase an aggregate of 6,000,000 shares of the Company’s common stock (under circumstances described below under the section “Revere Warrant Agreement”) serves as collateral for the Revere Term Loan. As of September 30, 2016, the remaining outstanding amount under the Revere Term Loan is $7.45 million.

Revere Warrant Agreement

In connection with the Revere Term Loan, the Company and Revere entered into a Warrant Agreement dated as of April 8, 2016 (“Revere Warrant Agreement”), pursuant to which the Company agreed to issue the Warrant to Revere. The terms of the Revere Warrant Agreement provide that solely in the event of an Event of Default (as defined in the Revere Term Loan) under the Revere Term Loan, Revere shall have the right to purchase an aggregate of up to 6,000,000 shares of the Company’s common stock for an exercise price equal to $0.0001 per share. The Warrant is exercisable at any time and from time to time during the period starting on April 8, 2016 and expiring on April 30, 2017 at 11:59 p.m., Virginia Beach, Virginia time, solely in the event of an Event of Default under the Revere Term Loan. The Company will not receive any proceeds from the issuance of the Warrant; rather the Warrant serves as collateral for the Revere Term Loan, the proceeds of which were used as partial consideration for the A-C Portfolio. The issuance of the Warrant is exempt from registration pursuant to the exemption provided by Rule 506 of Regulation D under the Securities Act of 1933, as amended based upon the above facts, because Revere is an accredited investor and because the issuance of the Warrant was a private transaction by the Company and did not involve any public offering. The Warrant is treated as embedded equity and separate disclosure is not necessary.

Senior Convertible Notes Amendment

Effective as of April 28, 2016, the Company and certain investors: Calapasas West Partners, L.P.; Full Value Partners, L.P.; Full Value Special Situations Fund, L.P.; MCM Opportunity Partners, L.P.; Mercury Partners, L.P.; Opportunity Partners, L.P.; Special Opportunities Fund, Inc.; and Steady Gain Partners, L.P. (collectively the “Bulldog Investors”) amended the convertible 9% senior notes (“Amended Convertible Notes”) to purchase shares of the Company’s common stock. Prior to the amendment, the aggregate principal amount of the Convertible Notes ("Convertible Notes") was $3,000,000.

Pursuant to the terms of the Amended Convertible Notes, upon thirty (30) calendar days’ notice (“Notice”), the Company may prepay any portion of the outstanding Principal Amount and accrued and unpaid interest, if any, without penalty. In addition, upon Notice the Bulldog Investors may now exercise their right to convert all or any portion of the outstanding Principal Amount and any accrued but unpaid interest into shares of common stock any time prior to the repayment in full of the Amended Convertible Notes. The maximum number of shares of common stock issuable upon conversion of the Amended Convertible Notes is 1,417,079 shares. As of September 30, 2016, the Bulldog Investors converted approximately $1,600,000 of principal amount into 1,397,010 shares of the Company's common stock.

Certain of the Company’s loans payable have covenants with which the Company is required to comply. As of September 30, 2016, the Company believes it is in compliance with all applicable covenants.

Chesapeake Square Refinance

On July 11, 2016, the Company executed a promissory note for $4.6 million to refinance the Chesapeake Square collateralized portion of the KeyBank Credit Agreement totaling $3.9 million. The new loan matures on August 1, 2026 with principal due at maturity and bears interest at 4.70%.

Perimeter Square Refinance

On July 29, 2016, the Company executed a promissory note for $4.5 million to refinance the Perimeter promissory note totaling $4.1 million. The new loan matures on August 6, 2026 with principal due at maturity and bears interest at 4.06%.

Debt Maturity

The Company’s scheduled principal repayments on indebtedness as of September 30, 2016 are as follows:



	For the Periods Ending September 30,
	For the Periods Ending September 30,
	(unaudited)
2017	$	16,396,168
2018	53,068,183
2019	4,004,712
2020	9,217,251
2021	1,748,540
Thereafter	154,116,281
Total principal maturities	$	238,551,135