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Wheeler Real Estate Investment Trust, Inc. (NASDAQ:WHLR), a Maryland-based real estate investment trust trading at $1.23 per share, announced on Monday that it has concluded an exchange of equity securities. The company’s stock has experienced significant volatility, with InvestingPro data showing a 99.7% decline over the past six months. On April 25, 2025, the company agreed to issue a total of 600,000 shares of its common stock to two unaffiliated security holders in exchange for 20,000 shares each of Series D Cumulative Convertible Preferred Stock and Series B Convertible Preferred Stock.
This transaction, which was settled on the same day and the following business day, involved the exchange of 30 shares of common stock for each share of Series B and Series D Preferred Stock. The preferred shares involved in the exchanges have been retired and canceled as a result of this transaction. Wheeler REIT did not receive any cash proceeds from this exchange.
The issuance of common stock was conducted in reliance on an exemption from the registration requirements under Section 3(a)(9) of the Securities Act of 1933. This exemption applies as the transaction was an exchange with existing security holders and no commission or other remuneration was paid for soliciting the exchange.
This corporate action comes as part of Wheeler REIT’s financial strategy, allowing the company to adjust its capital structure. According to InvestingPro metrics, the company maintains a current ratio of 2.18, indicating sufficient liquid assets to meet short-term obligations. The company’s CEO and President, M. Andrew Franklin, signed off on the report filed with the SEC.
Investors and market watchers note that such transactions can provide companies with a way to manage their debt and equity ratios, potentially impacting the company’s financial health and stock performance. With an EBITDA of $55.06 million in the last twelve months and current analysis suggesting the stock is undervalued, these strategic moves could be crucial for future performance. However, as per the company’s statement, this report does not constitute an offer to exchange any securities for common or preferred stock or other securities of Wheeler REIT. For deeper insights into Wheeler REIT’s financial health and additional analysis, investors can access over 10 more exclusive ProTips on InvestingPro.
In other recent news, Wheeler Real Estate Investment Trust, Inc. has been active in financial restructuring and strategic maneuvers. The company exchanged a significant portion of its preferred stock for common shares, issuing 1,437,800 common shares in exchange for 102,700 shares of Series D and Series B Preferred Stock. This transaction was part of Wheeler REIT’s broader financial strategy, with no cash proceeds generated as the preferred shares were retired and canceled. Additionally, Wheeler REIT has adjusted the conversion price of its 7.00% Subordinated Convertible Notes due 2031 from approximately $4.56 to $1.97 per share, following redemptions of Series D Preferred Stock. This adjustment increases the number of shares obtainable per $25.00 of principal amount from approximately 5.48 to 12.69 shares.
The company also secured a $10 million loan through its subsidiaries to support Cedar Realty (NYSE:CDR) Trust’s tender offer for its Series B Preferred Stock. Furthermore, Wheeler REIT announced a one-for-five reverse stock split, effective March 26, 2025, which will reduce the number of shares a stockholder owns without altering their proportional ownership. The reverse split will also result in adjustments to the company’s convertible securities and incentive plans. These developments reflect Wheeler REIT’s ongoing efforts to manage its financial instruments and corporate structure, as disclosed in recent SEC filings.
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