0000895345-23-000563.txt : 20231011 0000895345-23-000563.hdr.sgml : 20231011 20231011161452 ACCESSION NUMBER: 0000895345-23-000563 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231005 FILED AS OF DATE: 20231011 DATE AS OF CHANGE: 20231011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corbin Capital Partners, L.P. CENTRAL INDEX KEY: 0001509874 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 231320849 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CEOF Holdings LP CENTRAL INDEX KEY: 0001996808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 231320847 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Corbin Capital Partners GP, LLC CENTRAL INDEX KEY: 0001929448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35713 FILM NUMBER: 231320848 BUSINESS ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-634-7373 MAIL ADDRESS: STREET 1: 590 MADISON AVENUE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 form3.xml X0206 3 2023-10-05 0 0001527541 Wheeler Real Estate Investment Trust, Inc. WHLR 0001509874 Corbin Capital Partners, L.P. 590 MADISON AVENUE, 31ST FLOOR NEW YORK NY 10022 true 0001929448 Corbin Capital Partners GP, LLC 590 MADISON AVENUE 31ST FLOOR NEW YORK NY 10022 true 0001996808 CEOF Holdings LP 590 MADISON AVENUE 31ST FLOOR NEW YORK NY 10022 true Common Stock, par value $0.01 per share 519484 I See Footnotes Series B Convertible Preferred Stock Common Stock, par value $0.01 per share 3125 I See Footnote On October 5, 2023, the holders of Wheeler Real Estate Investment Trust, Inc.'s (the "Issuer") Series D Cumulative Convertible Preferred Stock (the "Series D Preferred Stock") became eligible to redeem such holder's shares of Series D Preferred Stock at a redemption price of $25.00 per share, plus the amount of all accrued but unpaid dividends to and including the redemption date (the "Redemption Price"). The Redemption Price is payable by the Issuer, at the Issuer's option, in cash or in equal value of shares of common stock, par value $0.01 per share ("Common Stock"), or in any combination of cash and shares of Common Stock. (cont'd in fn. 2) (cont'd from fn. 1) On October 5, 2023, CEOF Holdings LP ("CEOF"), a Delaware limited partnership, redeemed 40,000 shares of Series D Preferred Stock, which the Issuer elected to redeem for shares of Common Stock. As a result of this redemption, each of CEOF, Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP"), and Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP" and together with CEOF and Corbin GP, the "Reporting Persons") became the beneficial owner of more than 10% of the Issuer's Common Stock. Held directly by CEOF. CCP is the investment advisor to CEOF and may be deemed to share beneficial ownership over the shares of Common Stock held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the shares of Common Stock held by CEOF over which CCP shares beneficial ownership. Subject to a mandatory conversion once the 20-trading day volume-weighted average closing price of the Issuer's Common Stock exceeds $580 per share; once this weighted average closing price is met, each share of the Issuer's Series B Preferred Stock will automatically convert into shares of Common Stock at a conversion price equal to $400.00 per share. In addition, holders of the Issuer's Series B Preferred Stock also have the option, at any time, to convert shares of the Issuer's Series B Preferred Stock into shares of the Issuer's Common Stock at a conversion price of $400.00 per share of Common Stock. (cont'd in fn. 5) (cont'd from fn. 4) As disclosed in the Form 8-K filed by the Issuer with the SEC on August 17, 2023, which announced the effectiveness of the Company's one-for-ten reverse stock split, each share of Series B Preferred Stock is convertible into 0.0625 shares of the Issuer's common stock. The Series B Preferred Stock has no maturity date and will remain outstanding indefinitely unless subject to a mandatory or voluntary conversion as described above. Pursuant to an Excepted Holder Agreement that CEOF entered into with the Issuer on October 4, 2023, CEOF is prohibited from beneficially owning more than 16% of the Issuer's outstanding shares. As a result, the Series B Preferred Stock held by CEOF is not convertible by CEOF to the extent that such conversion would violate the 16% ownership cap. Each of the Reporting Persons disclaim beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel 2023-10-11 CEOF Holdings LP, By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 2023-10-11 Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory 2023-10-11