SCHEDULE 13G/A: Magnetar Entities Maintain 9.8% Stake in Wheeler Real Estate Investment Trust, Inc. Common Stock
Schedule 13G Amendment
Magnetar Financial LLC and its affiliates have disclosed a continued beneficial ownership of 9.8%, or 142,594 shares, of Wheeler Real Estate Investment Trust, Inc.'s common stock, adhering to the Issuer's ownership limits.
Summary
- Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman (collectively, the "Reporting Persons") beneficially own 142,594 shares of Wheeler Real Estate Investment Trust, Inc. Common Stock.
- This beneficial ownership represents 9.8% of the total outstanding Common Stock of Wheeler Real Estate Investment Trust, Inc.
- The ownership percentage is calculated based on the Issuer's Charter and Warrant "Ownership Limits," which restrict beneficial ownership to 9.8% of outstanding Common Stock or 9.8% in value of all capital stock, whichever is more restrictive, unless a waiver is granted by the Issuer's board of directors.
- The 142,594 share figure is derived from 9.8% multiplied by 1,455,043 shares of the Issuer's Common Stock, rounded down to the nearest whole share.
- The 1,455,043 share figure includes 1,312,449 shares of Common Stock outstanding as of December 6, 2024 (based on the Issuer's Form 8-K filing), and an assumed hypothetical conversion and/or exercise of Warrants, Notes, Series D Preferred Stock, and/or Series B Preferred Stock held by the Magnetar Vehicles into 142,594 shares of Common Stock, subject to the Ownership Limits.
- The underlying securities held by the Magnetar Vehicles (Magnetar Structured Credit Fund, LP; Magnetar Longhorn Fund LP; Magnetar Lake Credit Fund LLC; Purpose Alternative Credit Fund F LLC; and Purpose Alternative Credit Fund T LLC) include Common Stock Purchase Warrants, 7.00% Senior Subordinated Convertible Notes Due 2031, 8.75% Series D Cumulative Convertible Preferred Stock, and 9% Series B Preferred Stock.
Sentiment
Score: 5
Explanation: The document is a factual regulatory disclosure of beneficial ownership and does not convey explicit positive or negative sentiment regarding the Issuer's performance or prospects. It simply updates a required filing.
Risks
- The beneficial ownership is strictly subject to the Issuer's Charter and Warrant "Ownership Limits," which cap ownership at 9.8% of outstanding Common Stock or 9.8% in value of all capital stock, potentially limiting future accumulation unless a board waiver is obtained.
- The calculation of beneficial ownership relies on the Reporting Persons' interpretation of these Ownership Limits and includes hypothetical conversions, which could be subject to different interpretations or future changes in the Issuer's capital structure.
Future Outlook
The filing indicates the potential for conversion and/or exercise of Warrants, Notes, Series D Preferred Stock, and Series B Preferred Stock into Common Stock by the Magnetar Vehicles, subject to the Issuer's 9.8% ownership limits.
Industry Context
This filing pertains to a Real Estate Investment Trust (REIT), a sector characterized by specific ownership regulations, such as the 9.8% ownership limits mentioned. These limits are often in place to help maintain the REIT's tax-advantaged status. The disclosure reflects a significant, but capped, investment by a structured credit fund manager in a publicly traded REIT.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Reporting Person | Alec N. Litowitz | David J. Snyderman | Between February 14, 2024 (Amendment No. 5) and November 14, 2024 (Amendment No. 6) | Change in the individual identified as a reporting person for the Magnetar group, as reflected in subsequent amendments to the Schedule 13G. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clarification of Existing Policy | The filing reiterates and clarifies the Issuer's Charter and Warrant 'Ownership Limits,' which stipulate that no person or entity may beneficially own more than 9.8% of the outstanding Common Stock or 9.8% in value of all classes of capital stock, unless a waiver is granted by the board. This is a standing governance provision, not a new change disclosed in this amendment. | NA | Ensures compliance with REIT tax requirements and prevents excessive concentration of control, which is a standard governance practice for REITs. |
Stakeholder Impact
- Shareholders: The disclosure of a significant, capped ownership stake by Magnetar provides transparency regarding a major institutional investor's position, which can inform other investors and potentially influence market perception and liquidity.
- Company Management: The explicit mention of ownership limits reinforces the regulatory constraints on control and ownership, which management must ensure the company adheres to for compliance and REIT status maintenance.
Next Steps
- The Reporting Persons will continue to adhere to the Issuer's stated Ownership Limits regarding their holdings in Wheeler Real Estate Investment Trust, Inc.
Key Dates
| Date | Description |
|---|---|
| 2021-09-10 | Original Schedule 13G filing date by Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and Alec N. Litowitz. |
| 2022-02-14 | Amendment No. 1 to Schedule 13G filed. |
| 2022-11-10 | Amendment No. 2 to Schedule 13G filed. |
| 2022-12-22 | Date of Limited Power of Attorney granted by David J. Snyderman to Hayley A. Stein, Michael Turro, and Karl Wachter. |
| 2023-01-31 | Amendment No. 3 to Schedule 13G filed. |
| 2023-11-13 | Amendment No. 4 to Schedule 13G filed. |
| 2024-02-14 | Amendment No. 5 to Schedule 13G filed. |
| 2024-11-14 | Amendment No. 6 to Schedule 13G filed, with David J. Snyderman replacing Alec N. Litowitz as a reporting person. |
| 2024-12-06 | Date of Issuer's current report on Form 8-K, which reported 1,312,449 shares of Common Stock outstanding, used in the beneficial ownership calculation. |
| 2024-12-31 | Date of event which requires the filing of this statement (beneficial ownership snapshot date). |
| 2025-02-14 | Filing date of Amendment No. 7 to Schedule 13G. |
Keywords
Wheeler Real Estate Investment Trust, Magnetar Financial, Schedule 13G, Beneficial Ownership, Common Stock, REIT, Investment Management, SEC Filing, Ownership Limits, Convertible Notes, Preferred Stock, Warrants
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