Bryan Station Acquisition


 
 
 
 
 
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): October 2, 2014
 
 
 
 
 
 
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 September 30, 2014, the Registrant filed a Form 8-K to report that WHLR-Bryan Station, LLC, a Delaware limited liability company (“WHLR-Bryan Station”) 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 an Assignment of Purchase and Sale Agreement (the “Assignment”) with Wheeler Interests, LLC, a Virginia limited liability company (“Wheeler Interests”). Pursuant to the Assignment, for nominal consideration, WHLR-Bryan Station succeeded to the rights of Wheeler Interests under that certain Purchase and Sale Agreement, dated July 30, 2014 (the “Purchase Agreement”), between Wheeler Interests, as buyer, and ERP Bryan Station, LLC, a Delaware limited liability company, (the “Seller”), for the purchase of real property located at 1650 Bryan Station Road, Lexington, Kentucky, commonly known as Bryan Station, for the sales price of Six Million One Hundred Thousand and 00/100 Dollars ($6,100,000).
On October 2, 2014, WHLR-Bryan Station closed the transaction and acquired Bryan Station for $6,100,000.
Jon Wheeler, the Registrant’s Chairman and Chief Executive Officer, is the managing member of Wheeler Interests and WHLR-Bryan Station. No director, officer or affiliate of the Registrant is affiliated with the Seller.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)
Financial statement of businesses acquired.
The Registrant will file requisite financial information for Bryan Station 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.
None.









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 7, 2014