Item 1.01 Entry into a Material Definitive Agreement.
In connection with the
acquisition by Wheeler Real Estate Investment Trust, Inc. (the “Company” or “WHLR”) of Cedar Realty Trust,
Inc. that was consummated on August 22, 2022, the Company guaranteed the indebtedness secured to finance such acquisition.
On October 28, such indebtedness
was refinanced by certain of the Company’s subsidiaries. Wheeler REIT, L.P., the Company’s operating partnership (the “Operating
Partnership”), provided a guarantee in connection therewith.
The details of such indebtedness refinance 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 L.L.C. 1, Greentree Road, L.L.C. 1, Cedar-PC Plaza, LLC, and Cedar-PC Annex, LLC, each a Delaware limited liability company (collectively,
the “Borrower”) and wholly owned indirect subsidiary of the Company and the Operating Partnership, entered into a Term Loan
Agreement (the “Loan Agreement”) with Guggenheim Real Estate, LLC, a Delaware limited liability company (the “Lender”).
Under the Loan Agreement,
the Lender agreed to make a term loan to the Borrower in the principal amount of $110,000,000 (the “Loan”), with a scheduled
maturity date of November 10, 2032 (such date, or any earlier date on which the entire Loan is required to be paid in full by acceleration
or otherwise, the “Maturity Date”). The Loan will accrue interest at a fixed rate of 5.25%. Interest on the principal balance
of the Loan will accrue from and after the date of the Loan Agreement until the obligations under the Loan Agreement are paid in full.
On the date of the Loan Agreement, Borrower paid interest in advance for the period commencing on the date of the Loan Agreement and ending
November 9, 2022. Commencing on December 10, 2027, and continuing until the Maturity Date, the Borrower will pay to the Lender equal monthly
installments of principal.
The obligations of the Borrower
under the Loan Agreement are secured by customary mortgage-level collateral.
Under the Loan Agreement,
the Borrower is subject to certain financial covenants that require, among other things, that the Borrower cause the Operating Partnership
to maintain throughout the term of the Loan a consolidated net worth of not less than $110,000,000, and minimum liquidity of $6,000,000.
The Borrower shall use the
proceeds of the Loan to refinance the real properties owned by the Borrower, to pay various operating expenses and other charges in compliance
with the Loan Agreement, to make enumerated deposits into 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 the real properties owned by
the Borrower, and distribute the balance, if any, to the Borrower.
The Operating Partnership
serves as guarantor on the Loan for the purpose of indemnifying the Lender for certain bad acts and liabilities and guaranteeing the
payment of the Loan in the event of certain other bad acts pursuant to the Limited Recourse Indemnity Agreement made by the
Operating Partnership in favor of the Lender as of October 28, 2022 (the “Indemnity Agreement”).
There is no material relationship
between the Company and its affiliates and the Lender and its affiliates.
The foregoing description
of the Indemnity Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of such agreement, a copy of which is attached hereto as Exhibit 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 such agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.