The Stilwell Group Mails Letter To Shareholders Of Wheeler Real Estate Investment Trust

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Jul 08, 2019, 09:59 ET

NEW YORK, July 8, 2019 /PRNewswire/ -- The Stilwell Group, the largest shareholder of Wheeler Real Estate Investment Trust, Inc. (the "Company") (NASDAQ:WHLR), today announced that it has mailed a letter to its fellow owners of the Company.

The full letter to shareholders is set forth below and the accompanying slides referenced in the letter are available for viewing at http://www.okapivote.com/wheeler.

July 8, 2019

Dear Fellow Owner,

We are the largest shareholder of WHLR. We have nominated six directors for election at the 2019 Annual Meeting of Shareholders. For some reason, the board has not set the meeting date.

We believe significant change is required at WHLR. The accompanying slides explain our position.

Sincerely,

Megan Parisi
917-881-8076
[email protected]

Enclosure

Investor Contact:

The Stilwell Group
Megan Parisi
(917) 881-8076
[email protected]

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Stilwell Activist Investments, L.P. together with the other participants named herein (collectively, "Stilwell"), intend to file a preliminary proxy statement and accompanying proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of their slate of director nominees at the 2019 annual meeting of stockholders of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation (the "Company").

STILWELL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are Stilwell Activist Investments, L.P. ("Stilwell Activist Investments"), Stilwell Value Partners VII, L.P. ("Stilwell Value Partners VII"), Stilwell Activist Fund, L.P. ("Stilwell Activist Fund"), Stilwell Value LLC ("Stilwell Value LLC"), Joseph D. Stilwell, Corissa B. Porcelli, Michelle D. Bergman, Paula J. Poskon, Kerry G. Campbell, and Rodney S. Atamian.

As of the date hereof, Stilwell Activist Investments directly owns 711,244 shares of Common Stock, par value $0.01, of the Company (the "Common Stock"), which includes 36,876 shares of Series D Preferred Stock that are convertible into 54,357 shares of Common Stock. As of the date hereof, Stilwell Value Partners VII directly owns 149,402 shares of Common Stock, which includes 8,402 shares of Series D Preferred Stock that are convertible into 12,385 shares of Common Stock. As of the date hereof, Stilwell Activist Fund directly owns 95,107 shares of Common Stock, which includes 4,689 shares of Series D Preferred Stock that are convertible into 6,912 shares of Common Stock. Stilwell Value LLC, as the general partner of each of Stilwell Activist Investments, Stilwell Value Partners VII, and Stilwell Activist Fund, may be deemed the beneficial owner of the 955,753 shares of Common Stock, which includes 49,967 shares of Series D Preferred Stock that are convertible into 73,654 shares of Common Stock, owned directly by Stilwell Activist Investments, Stilwell Value Partners VII, and Stilwell Activist Fund. Mr. Stilwell, as the managing member and owner of Stilwell Value LLC, may be deemed the beneficial owner of the 955,753 shares of Common Stock, which includes 49,967 shares of Series D Preferred Stock that are convertible into 73,654 shares of Common Stock, owned directly by Stilwell Activist Investments, Stilwell Value Partners VII, and Stilwell Activist Fund.

Stilwell Activist Investments has entered into a cash-settled total return swap agreement pursuant to which it purchased certain cash-settled total return swaps constituting economic exposure to an aggregate of 167,115 notional shares of the Series D Preferred Stock.

As of the date hereof, Mr. Atamian directly beneficially owns 2,700 shares of Series B Preferred Stock that are convertible into 1,687 shares of Common Stock. As of the date hereof, none of Mses. Porcelli, Bergman and Poskon or Mr. Campbell own beneficially or of record any securities of the Company and none have engaged in any transactions in securities of the Company during the past two years.

SOURCE The Stilwell Group