SEC Company Response from Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541) (WHLR) — Aug 20, 2013
Wheeler Real Estate Investment Trust, Inc. (WHLR, WHLRD, WHLRL, WHLRP) (CIK 0001527541)
Date: Aug. 20, 2013 · CIK: 0001527541 · Accession: 0001193125-13-340864
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-189363
Letter
VIA EDGAR Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549 Registration Statement on Form S-11, as amended File Number: 333-189363
Re: Wheeler Real Estate Investment Trust, Inc. (“Wheeler”)
Dear Mr. McTiernan:
Pursuant to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the placement agents for the above-captioned proposed offering, join the acceleration request of Wheeler and hereby request acceleration of the effective date of the above-captioned Registration Statement to 4:30p.m., Eastern Time, on August 20, 2013 or as soon thereafter as practicable.
In connection with this request, the undersigned acknowledges as follows:
•
should the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;
•
the action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.
The undersigned is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities referred to in the captioned registration statement.
A copy of a letter from the Financial Industry Regulatory Authority (“FINRA”) dated August 19, 2013, to the effect that FINRA has no objection to the underwriting compensation arrangements, is attached.
Copies of the Preliminary Prospectus, dated August 16, 2013, have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours before it is expected confirmations will be mailed. The undersigned will comply with Rule 15c2-8 under the 1934 Act.
In connection with the foregoing, please be advised that the undersigned expect to distribute approximately the following number of copies of the Preliminary Prospectus dated August 16, 2013:
Maxim Group LLC
Newbridge Securities Corporation
National Securities Corporation
CV Brokerage Inc
Northland Capital Markets
Capitol Securities Management, Inc.
Individuals, corporations and other entities
Sincerely,
MAXIM GROUP LLC
By:
/s/ Clifford Teller
Name: Clifford Teller
Title: Head of Investment Banking
NEWBRIDGE SECURITIES CORPORATION
By:
/s/ John McAuliffe
Name: John McAuliffe
Title: Managing Director, Investment Banking
August 19, 2013
McCarter & English, LLP
265 Franklin St.
Boston, MA 02110
Attn: Ted Grannatt
Re: No Objections Letter
FINRA Filing ID: 2013-06-18-143790
Wheeler Real Estate Investment Trust
CIK #: 0001527541
SEC Reg. #: 333-189363
Dear Sir/Madam:
In connection with the above-referenced filing, the Corporate Financing Department (Department) has reviewed the information and documents submitted through FINRA’s public offering filing system.
This will confirm that based on such information and documents, the Department has decided to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements as proposed in such documents.
You should note that the Department also requires: (1) any amendments to documents, (2) changes in the public offering price and/or number of shares prior to or at the time of pricing, and (3) a copy of the final prospectus to be filed on a timely basis for review. If such changes indicate a modification of the terms and arrangements of the proposed offering, further review may result in a change in the Department’s opinion.
This is an advisory opinion of the Department’s staff based on the information as presented to FINRA in connection with this offering. This opinion should not be deemed a precedent with respect to the fairness and reasonableness of the terms and arrangements of any other offering. This opinion relates solely to the FINRA rules governing underwriting terms and arrangements and does not purport to express any determination of compliance with other FINRA statutory or regulatory requirements.
If you have questions regarding this letter, please call the undersigned at (240) 386-4623.
Regards,
Joseph Becker
Show Raw Text
CORRESP 1 filename1.htm CORRESP VIA EDGAR Michael McTiernan Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Wheeler Real Estate Investment Trust, Inc. (“Wheeler”) Registration Statement on Form S-11, as amended File Number: 333-189363 Dear Mr. McTiernan: Pursuant to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as the placement agents for the above-captioned proposed offering, join the acceleration request of Wheeler and hereby request acceleration of the effective date of the above-captioned Registration Statement to 4:30p.m., Eastern Time, on August 20, 2013 or as soon thereafter as practicable. In connection with this request, the undersigned acknowledges as follows: • should the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the SEC from taking any action with respect to the filing; • the action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States. The undersigned is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities referred to in the captioned registration statement. A copy of a letter from the Financial Industry Regulatory Authority (“FINRA”) dated August 19, 2013, to the effect that FINRA has no objection to the underwriting compensation arrangements, is attached. Copies of the Preliminary Prospectus, dated August 16, 2013, have been or will be made available in sufficient time for distribution to all prospective purchasers no less than 48 hours before it is expected confirmations will be mailed. The undersigned will comply with Rule 15c2-8 under the 1934 Act. In connection with the foregoing, please be advised that the undersigned expect to distribute approximately the following number of copies of the Preliminary Prospectus dated August 16, 2013: Maxim Group LLC 204 Newbridge Securities Corporation 300 National Securities Corporation 150 CV Brokerage Inc 14 Northland Capital Markets 25 Capitol Securities Management, Inc. 95 Individuals, corporations and other entities 120 Sincerely, MAXIM GROUP LLC By: /s/ Clifford Teller Name: Clifford Teller Title: Head of Investment Banking NEWBRIDGE SECURITIES CORPORATION By: /s/ John McAuliffe Name: John McAuliffe Title: Managing Director, Investment Banking August 19, 2013 McCarter & English, LLP 265 Franklin St. Boston, MA 02110 Attn: Ted Grannatt Re: No Objections Letter FINRA Filing ID: 2013-06-18-143790 Wheeler Real Estate Investment Trust CIK #: 0001527541 SEC Reg. #: 333-189363 Dear Sir/Madam: In connection with the above-referenced filing, the Corporate Financing Department (Department) has reviewed the information and documents submitted through FINRA’s public offering filing system. This will confirm that based on such information and documents, the Department has decided to raise no objections with respect to the fairness and reasonableness of the underwriting terms and arrangements as proposed in such documents. You should note that the Department also requires: (1) any amendments to documents, (2) changes in the public offering price and/or number of shares prior to or at the time of pricing, and (3) a copy of the final prospectus to be filed on a timely basis for review. If such changes indicate a modification of the terms and arrangements of the proposed offering, further review may result in a change in the Department’s opinion. This is an advisory opinion of the Department’s staff based on the information as presented to FINRA in connection with this offering. This opinion should not be deemed a precedent with respect to the fairness and reasonableness of the terms and arrangements of any other offering. This opinion relates solely to the FINRA rules governing underwriting terms and arrangements and does not purport to express any determination of compliance with other FINRA statutory or regulatory requirements. If you have questions regarding this letter, please call the undersigned at (240) 386-4623. Regards, Joseph Becker First Reviewer Eugene Buchanan Second Reviewer Corporate Financing Department