SEC Comment Letter for Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Sep 11, 2018
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Sept. 11, 2018 · CIK: 0001527541 · Accession: 0000000000-18-028171
AI Filing Summary & Sentiment
Reasoning
Letter
September 8 , 2018 Ms. Megan C. Parisi Director of Communications The Stilwell Group 111 Broadway, 12th Floor New York, NY 10006
Re: Wheeler Real Estate Investment Trust, Inc . Definitive Additional Material s on Schedule 14A Filed September 5 , 2018 by Stilwell Activist Investments, L.P. et al. File No. 001 -35713
Dear M s. Parisi :
We have reviewed your filing s and have the following comment.
1. Please avoid issuing statements that directly or indirectly impugn character, integrity or personal reputation or make charges of illegal, improper or immoral conduct without factual foundation. Please note that the factual founda tion for such assertions must be reasonable. Refer to Note (b) of Rule 14a -9. Please provide us with the factual foundation for your statement that Mr. McAuliffe “lac ked the requisite backbone” to dissuade the Board from approving “such a dumb deal.”
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact me at (202) 551 -3589 if you have any questions .
Sincerely,
/s/ Tiffany Piland Posil
Show Raw Text
September 8 , 2018
Ms. Megan C. Parisi
Director of Communications
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006
Re: Wheeler Real Estate Investment Trust, Inc .
Definitive Additional Material s on Schedule 14A
Filed September 5 , 2018 by Stilwell Activist Investments, L.P. et al.
File No. 001 -35713
Dear M s. Parisi :
We have reviewed your filing s and have the following comment.
1. Please avoid issuing statements that directly or indirectly impugn character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation. Please note that the factual founda tion for such assertions must be
reasonable. Refer to Note (b) of Rule 14a -9. Please provide us with the factual
foundation for your statement that Mr. McAuliffe “lac ked the requisite backbone” to
dissuade the Board from approving “such a dumb deal.”
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact me at (202) 551 -3589 if you have any questions .
Sincerely,
/s/ Tiffany Piland Posil
Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions