WHEELER REAL ESTATE INVESTMENT TRUST, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

As part of the acquisition by Wheeler Real Estate Investment Trust, Inc.
(the “Company” or “WHLR”) of Cedar Realty Trust, Inc. which was consummated on
August 22, 2022the Company guaranteed the secured debt to finance this acquisition.

On October 28this debt was refinanced by certain subsidiaries of the Company. Wheeler REIT, LPthe Company’s operating partnership (the “Operating Partnership”), has provided a guarantee in this regard.

The details of this debt refinancing are as follows:

On October 28, 2022, Cedar Brickyard, LLC, Cedar Brickyard II, LLC,
Cedar-Fairview Commons, LLC, Cedar-Gold Star Plaza, LLC, Cedar Golden Triangle, LLC, Cedar Hamburg, LLC, Pine Grove Plaza Associates, LLC, Cedar Southington Plaza, LLC, Cedar-Trexler, LLC, Washington Center LLC 1, Greentree Road, LLC 1, Cedar-PC Plaza, LLCand Appendix Cedar-PC, LLCeach one Delaware limited liability company (collectively, the “Borrower”) and indirect subsidiary wholly owned by the Company and the Operational partnershipentered into a term loan agreement (the “loan agreement”) with Guggenheim Real Estate, LLCa
Delaware limited liability company (the “Lender”).

Pursuant to the Loan Agreement, the Lender has agreed to provide the Borrower with a term loan in the principal amount of $110,000,000 (the “Loan”), with an expected maturity date of November 10, 2032 (such date, or any earlier date on which the whole of the Loan must be prepaid in full or otherwise, the “Maturity Date”). The loan will bear interest at a fixed rate of 5.25%. Interest on the loan principal balance will accrue from the date of the loan agreement until the obligations under the loan agreement are fully paid. On the date of the loan agreement, the borrower has paid interest in advance for the period beginning on the date of the loan agreement and ending November 9, 2022. Starting the December 10, 2027and until the Maturity Date, the Borrower will pay the Lender equal monthly installments of principal.

The borrower’s obligations under the loan agreement are secured by customary mortgage securities.

Under the Loan Agreement, the Borrower is subject to certain financial covenants which, among other things, require the Borrower to cause Operational partnership maintain throughout the life of the loan a consolidated net worth of at least $110,000,000and a minimum liquidity of $6,000,000.

The Borrower shall use the proceeds of the Loan to refinance real estate owned by it, to pay various operating expenses and other charges in accordance with the Loan Agreement, to make deposits listed in various reserve funds established by the Loan Agreement, to pay customary closing costs and expenses associated with the Loan, to fund certain working capital requirements associated with real estate held by the Borrower and to distribute the balance, if any, to the borrower.

The operating partnership serves as a guarantor on the Loan for the purpose of indemnifying the Lender for certain wrongdoings and liabilities and securing payment of the Loan in the event of certain other wrongdoings pursuant to the Limited Recourse Indemnity Agreement entered into by the Operational partnership in favor of the Lender from October 28, 2022 (the “Indemnification Agreement”).

There is no material relationship between the Company and its affiliates and the Lender and its affiliates.



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The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of this Agreement, a copy of which is attached hereto as Schedule 10.1 and incorporated herein by reference.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of this Agreement, a copy of which is attached hereto as Schedule 10.2 and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Section 2.03 contained in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 2.03.

Item 9.01 Financial statements and supporting documents.




  (d) Exhibits




10.1         Limited Recourse Indemnity Agreement made by Wheeler REIT, L.P. in
           favor of Guggenheim Real Estate, LLC as of October 28, 2022.*
10.2         Term Loan Agreement dated October 28, 2022, between Guggenheim Real
           Estate LLC and the Borrowers party thereto*.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)



* Attachments and/or exhibits have been omitted pursuant to Section 601(a)(5) of the

SK regulations. The declarant hereby undertakes to provide a copy of any document omitted

expose to the SECOND at the request of SECOND.

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