Terms

Series

Series B Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

9%

Rate Type

Fixed

Annual Dividend

$2.25

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

No

Capital Stack Ranking

Junior To: Debt Obligations, Any Future Senior Preferred Stock As Authorized By The Board; Pari Passu With: Series A Preferred Stock; Senior To: Common Stock

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

720,000

Prospectus Summary

Wheeler Real Estate Investment Trust, Inc. (Nasdaq: WHLR) is offering 720,000 shares of Series B Preferred Stock at a stated value of $25.00 per share, carrying a fixed 9% cumulative annual dividend ($2.25/share per year, or $0.5625 quarterly), payable on or before the 15th of January, April, July, and October. The shares are convertible into common stock voluntarily at any time at $5.00/share, or mandatorily if the 20-day VWAP of common stock exceeds $7.25/share. Because dividends are cumulative, any unpaid amounts accrue and must be paid before distributions can be made to holders of common stock. The Series B Preferred Stock ranks pari passu with the existing Series A Preferred Stock and senior to common stock with respect to dividends and liquidation distributions. Upon a liquidation event, holders receive the $25.00 stated value plus accrued and unpaid dividends before any payment to common stockholders. However, as a holding company issuing preferred stock, all preferred shares remain structurally subordinate to all debt obligations of the company and its subsidiaries. The board retains authority to issue additional preferred series that could rank senior to the Series B. There is no regulatory capital call provision, as this is a REIT rather than a bank holding company. At the $25.00 stated value, the effective yield is 9.00% annually. As a REIT, Wheeler's dividends are generally classified as ordinary income (not qualifying for the 15%/20% preferential qualified dividend income rate or the corporate dividends-received deduction), though a portion may be characterized as return of capital or capital gains depending on the REIT's annual distributions. Dividends are paid quarterly on or before the 15th of January, April, July, and October. Because the dividends are cumulative, any declared-but-unpaid amounts build as arrears; the dividend stopper provision prevents common stock dividends while preferred arrears remain outstanding.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If cumulative Series B dividends are in arrears, the issuer may not pay dividends on common stock or other junior securities until all accrued and unpaid preferred dividends are satisfied.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)