UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2017

 

Consolidated-Tomoka Land Co.

(Exact name of registrant as specified in its charter)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

   

Emerging growth company ☐ 

   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 9, 2017 Mr. Christopher W. Haga was appointed to the Board of Directors (the “Board”) of Consolidated-Tomoka Land Co. (the “Company”).  Subsequent to his appointment, the Board named Mr. Haga to the Audit Committee of the Board.  There are and have been no transactions, either since the beginning of the Company’s last fiscal year or that are currently proposed, regarding Mr. Haga that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Mr. Haga is a partner with Carlson Capital, L.P. (“Carlson”), an alternative asset management firm founded by Clint Carlson and based in Dallas, Texas.  According to Carlson, it currently manages over $8.5 billion in assets, including hedge funds, separately managed accounts and collateralized loan obligations, and, through funds it manages, has been a long-term shareholder of the Company.  Mr. Haga joined Carlson in 2003 and presently serves as its Head of Strategic Investments.  Mr. Haga has over 25 years of experience in finance and investments, including fifteen years of managing risk in traded credit and private debt and equity.  Mr. Haga has served, and continues to serve, on a number of public and private company boards, including as chairman of the board of directors for Barbican Group Holdings Limited, a Lloyd’s-based reinsurance group.

 

A copy of the press release announcing this appointment is furnished as an exhibit to this Form 8-K as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Exhibit 99.1

 

 

Press

Release

 

 

DAYTONA BEACH, Fla. – November 10, 2017 – Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company”) today announced the appointment of Christopher W. Haga to the Company’s Board of Directors (the “Board”).  Mr. Haga is a partner with Carlson Capital, L.P. (“Carlson”), an alternative asset management firm founded by Clint Carlson and based in Dallas, Texas.  Carlson currently manages over $8.5 billion in assets, including hedge funds, separately managed accounts and collateralized loan obligations, and through funds it manages, has been a long-term shareholder of the Company.  Mr. Haga joined Carlson in 2003 and presently serves as its Head of Strategic Investments.  Mr. Haga has over 25 years of experience in finance and investments, including fifteen years of managing risk in traded credit and private debt and equity.  Mr. Haga has served, and continues to serve, on a number of public and private company boards, including as chairman of the board of directors for Barbican Group Holdings Limited, a Lloyd’s-based reinsurance group.  

 

Laura M. Franklin, Chairman of the Board of the Company stated, “We are very pleased to welcome Chris to the Company’s Board, and we feel fortunate to have someone of his background and experience as a director.”  Ms.  Franklin continued, “Chris’s knowledge and experience align exceptionally well with the criteria established by the Board for directors, and his perspective as a partner at Carlson Capital, a major shareholder of the Company, will be extremely valuable.”  

 

The Company expects the increase in the size of its Board to eight members resulting from Mr. Haga’s appointment will be temporary, as the Board continues in its efforts to maintain an appropriately-sized Board for the size of the Company.

 

About Consolidated-Tomoka Land Co.

 

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns a portfolio of mostly single-tenant income investments in diversified markets in the United States including more than 2.1 million square feet of income properties, as well as approximately 8,100 acres of land in the Daytona Beach area.  Visit our website at www.ctlc.com.

 

We encourage you to review our most recent investor presentation for the quarter ended September 30, 2017, available on our website at www.ctlc.com.

 

SAFE HARBOR

 

Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements. Words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made.  Although forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements.  Such factors may include the completion of 1031 exchange transactions, the modification of terms of certain land sales agreements, uncertainties associated with obtaining required governmental permits and satisfying other closing conditions, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed with the Securities and Exchange Commission.  There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.