0001104659-21-108681.txt : 20210823 0001104659-21-108681.hdr.sgml : 20210823 20210823190606 ACCESSION NUMBER: 0001104659-21-108681 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210813 FILED AS OF DATE: 20210823 DATE AS OF CHANGE: 20210823 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnetar Financial LLC CENTRAL INDEX KEY: 0001352851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211198153 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847)905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Magnetar Capital Partners LP CENTRAL INDEX KEY: 0001353085 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211198152 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847)905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVE. STREET 2: 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 FORMER NAME: FORMER CONFORMED NAME: Magnetar Capital Partners LLC DATE OF NAME CHANGE: 20060213 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Supernova Management LLC CENTRAL INDEX KEY: 0001368026 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211198151 BUSINESS ADDRESS: STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 BUSINESS PHONE: (847) 905-4400 MAIL ADDRESS: STREET 1: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Litowitz Alec N CENTRAL INDEX KEY: 0001368027 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211198150 MAIL ADDRESS: STREET 1: C/O MAGNETAR FINANCIAL LLC STREET 2: 1603 ORRINGTON AVENUE, 13TH FLOOR CITY: EVANSTON STATE: IL ZIP: 60201 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wheeler Real Estate Investment Trust, Inc. CENTRAL INDEX KEY: 0001527541 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 452681082 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200 CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 BUSINESS PHONE: 757-627-9088 MAIL ADDRESS: STREET 1: RIVERSEDGE NORTH STREET 2: 2529 VIRGINIA BEACH BLVD., SUITE 200 CITY: VIRGINIA BEACH STATE: VA ZIP: 23452 3 1 tm2125727-1_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-08-13 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001352851 Magnetar Financial LLC 1603 ORRINGTON AVENUE, 13TH FLOOR EVANSTON IL 60201 0 0 1 0 0001353085 Magnetar Capital Partners LP 1603 ORRINGTON AVENUE, 13TH FLOOR EVANSTON IL 60201 0 0 1 0 0001368026 Supernova Management LLC 1603 ORRINGTON AVENUE, 13TH FLOOR EVANSTON IL 60201 0 0 1 0 0001368027 Litowitz Alec N 1603 ORRINGTON AVENUE, 13TH FLOOR EVANSTON IL 60201 0 0 1 0 Common Stock Purchase Warrant (right to buy) 3.430 2021-03-12 2026-03-12 Common Stock, par value $0.01 per share 479847 I See Footnotes Common Stock Purchase Warrant (right to buy) 4.125 2021-03-12 2026-03-12 Common Stock, par value $0.01 per share 399000 I See Footnotes Common Stock Purchase Warrant (right to buy) 6.875 2021-03-12 2026-03-12 Common Stock, par value $0.01 per share 119700 I See Footnotes 7.00% Senior Subordinated Convertible Notes Due 2031 6.25 2021-08-13 2031-12-31 Common Stock, par value $0.01 per share 347292 I See Footnotes All or any portion of the Common Stock Purchase Warrants (the "Warrants") may be exercised before 5:00 p.m. (Eastern time) on March 12, 2026. Magnetar Financial LLC ("Magnetar Financial") serves as (i) the investment manager to Magnetar Longhorn Fund LP, a Delaware limited partnership, Purpose Alternative Credit Fund - F LLC, a Delaware limited liability company, and Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company, (ii) general partner of Magnetar Structured Credit Fund, LP, a Delaware limited partnership, and (iii) manager of Magnetar Lake Credit Fund LLC, a Delaware limited liability company (together with all of the vehicles in the foregoing clauses (i) and (ii), the "Magnetar Vehicles"), each of which holds a portion of the indicated derivative securities. In such capacities, Magnetar Financial exercises voting and investment power over the Warrants and the 7.00% Senior Subordinated Convertible Notes Due 2031 (the "Notes") held by the Magnetar Vehicles. Magnetar Capital Partners LP ("Magnetar Capital Partners"), a Delaware limited partnership, is the sole member and parent holding company of Magnetar Financial. Supernova Management LLC ("Supernova Management"), a Delaware limited liability company, is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Alec N. Litowitz, a citizen of the United States of America. Each of the Magnetar Vehicles, Magnetar Financial, Magnetar Capital Partners, Supernova Management and Alec N. Litowitz disclaims beneficial ownership of these shares of the Issuer's Common Stock, except to the extent of its pecuniary interest in the Warrants, the Notes and the shares of Common Stock issuable upon exercise of such Warrants and/or upon conversion of such Notes. On August 13, 2021, the Magnetar Vehicles purchased $2,170,575 aggregate principal amount of the Notes pursuant to a "backstop right" contained in their Registration Rights Agreement dated as of March 12, 2021 with the Issuer. The Notes will mature on December 31, 2031, at which time they may be settled, at the Issuer's election, in cash or shares of the Issuer's Common Stock, as set forth in the Notes. They are convertible, in whole or in part, at the noteholder's election, at any time into shares of the Issuer's Common Stock at a conversion price of $6.25 per share of Common Stock (four shares of Common Stock for each $25.00 of principal amount of Notes being converted). But, if at any time after September 21, 2023 holders of the Issuer's 8.75% Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") have required the Issuer to redeem (payable in cash or stock) in the aggregate at least 100,000 shares of Series D Preferred Stock, then the conversion price will be adjusted to the lower of (i) a 45% discount to the conversion price or (ii) a 45% discount to the lowest price at which any holder of Series D Preferred Stock converted into shares of the Issuer's Common Stock. Interest on the Notes may be payable, at the Issuer's election, in cash, in shares of the Issuer's 9% Series B Preferred Stock (the "Series B Preferred Stock") or in shares of Series D Preferred Stock, in each case as set forth in the Notes. The Series B Preferred Stock and Series D Preferred Stock are both convertible into shares of the Issuer's Common Stock at the option of the holder thereof at any time. The Notes bear interest at the rate of 7% per annum. The number of shares indicated in the Table is based on the aggregate principal amount of the Notes held by all Magnetar Vehicles as of August 13, 2021, and assumes that the Issuer will later pay all interest thereon in cash. Exhibit 99.1 - Joint Filing Agreement /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP, which is in turn the Sole Member of Magnetar Financial LLC 2021-08-23 /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP 2021-08-23 /s/ Alec N. Litowitz, as Manager of Supernova Management LLC 2021-08-23 /s/ Alec N. Litowitz 2021-08-23 EX-99.1 2 tm2125727d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as of the date set forth below.

Dated: August 23, 2021

MAGNETAR FINANCIAL LLC

By: Magnetar Capital Partners LP, its Sole Member

By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP

MAGNETAR CAPITAL PARTNERS LP

By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager of Supernova Management LLC, the General Partner of Magnetar Capital Partners LP


SUPERNOVA MANAGEMENT LLC

By:	/s/ Alec N. Litowitz
	Name:	Alec N. Litowitz
	Title:	Manager

/s/ Alec N. Litowitz
	Alec N. Litowitz