0001104659-21-126346.txt : 20211014 0001104659-21-126346.hdr.sgml : 20211014 20211014203126 ACCESSION NUMBER: 0001104659-21-126346 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211012 FILED AS OF DATE: 20211014 DATE AS OF CHANGE: 20211014 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211324571 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211324570 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211324569 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 211324568 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 4 1 tm2129901-1_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-10-12 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 AVE. 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 Investment Right (right to buy) 2600000 2021-10-12 4 X 0 2600000 D 2021-08-19 2021-10-12 7.00% Senior Subordinated Convertible Notes Due 2031 2600000 0 I See Footnotes 7.00% Senior Subordinated Convertible Notes Due 2031 6.25 2021-10-12 4 X 0 2600000 2600000 A 2021-10-12 2031-12-31 Common Stock, par value $0.01 per share 416000 4770575 I See Footnotes On October 12, 2021, the Magnetar Vehicles (as defined below) exercised a right previously granted to them by Wheeler Real Estate Investment Trust, Inc. (the "Issuer") to purchase 7.00% Senior Subordinated Convertible Notes Due 2031 (the "Notes") of the Issuer. Pursuant to the exercise of this right, the Magnetar Vehicles acquired $2,600,000 (aggregate principal amount) of the Notes on the same date. 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 common stock, par value $0.01 per share (the "Common Stock"), of the Issuer as set forth in the Notes. The Notes 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). 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. The Notes bear interest at the rate of 7% per annum. 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 number of shares of Common Stock indicated in column 7 of Table II above assumes a conversion price of $6.25 per share of Common Stock and that the Issuer will pay all interest on the Notes in cash. This amount represents the aggregate principal amount of all Notes currently held by the Magnetar Vehicles. Assuming a conversion price of $6.25 per share of Common Stock and that the Issuer will pay all interest on the Notes in cash, these Notes are convertible, at the Magnetar Vehicles' election, at any time into up to 763,292 shares of the Issuer's Common Stock. See footnotes 2, 3 and 4. 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 Notes. In such capacities, Magnetar Financial exercises voting and investment power over 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 the Notes, except to the extent of its pecuniary interest therein. A joint filing agreement was filed as Exhibit 99.1 to the Form 3 jointly filed with the SEC by the Reporting Persons on August 23, 2021, and is incorporated herein by reference. /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 2021-10-14 /s/ Alec N. Litowitz, as Manager of Supernova Management LLC, which is the General Partner of Magnetar Capital Partners LP 2021-10-14 /s/ Alec N. Litowitz, as Manager of Supernova Management LLC 2021-10-14 /s/ Alec N. Litowitz 2021-10-14