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): January 24,  2020 

   

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))

   

Securities registered pursuant to Section 12(b) of the Act:

   

 

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 2.01. Completion of Acquisition or Disposition of Assets.

On January 24, 2020, Consolidated-Tomoka Land Co.  (the “Company”), through certain of its wholly-owned subsidiary, completed the acquisition of an approximately 254,000 square foot multi-tenant commercial retail property called Crossroads Towne Center, located in Chandler, Arizona (“Crossroads”), for approximately $61.8 million. There is no material relationship between the Company, its subsidiary or any of its affiliates, or any director or officer of the Company, or any associate of any director or officer of the Company, and the Seller, other than with respect of the Company’s acquisition of Crossroads.  Crossroads is approximately 99% occupied with a total of 32 tenants, including anchor tenants: Harkins Theatre and Bob’s Discount Furniture. The weighted average lease term for the leases of all 32 tenants at Crossroads is approximately five years.  Crossroads will be leased by JLL and managed by Vestar on behalf of the Company.

 

This acquisition was purchased using (a) the remaining 1031 like-kind exchange proceeds from the Company’s October 2019 sale of a controlling interest in the Company’s remaining land portfolio to Magnetar Capital for $97 million and (b) a portion of the 1031 like-kind exchange proceeds from the Company’s November 2019 sale of 20 assets to Alpine Income Property Trust, Inc. (“Alpine”), in connection with Alpine’s November 2019 initial public offering.

 

Item 7.01. Regulation FD Disclosure.

On January 24, 2020, the Company issued a press release announcing the completion of the acquisition of Crossroads.  A copy of the press release is attached hereto as Exhibit 99.1.  The information contained in Item 7.01 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.  Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements that are required to be filed pursuant to this item will be filed by amendment no later than 71 days after the date on which this initial Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information that is required to be filed pursuant to this item will be filed by amendment no later than 71 days after the date on which this initial Form 8-K is required to be filed.

(c) 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 thereunto duly authorized.

   

 

 

Exhibt 99.1

Press 

Release

 

 

 

 

DAYTONA BEACH, FL – January 24, 2020 – Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company”) today announced the purchase of Crossroads Towne Center (“Crossroads”), an approximately 254,000 square foot retail center in Chandler, Arizona, for $61.8 million, representing a going-in cap rate of approximately 7.85%.  Crossroads, located in the Phoenix MSA, is approximately 11 miles from Tempe and is 99% occupied. Crossroads is anchored by Home Depot and Wal-Mart, two properties that were not part of the Company’s acquisition,  as well as a 12-screen Harkins Theatre and Bob’s Discount Furniture. Also included are multiple outparcels leased to tenants including, but not limited to, Chick-fil-A, JPMorgan Chase and Olive Garden.  Additionally, Crossroads is located directly across the SanTan Freeway from Rivulon, the 250-acre mixed use development anchored by Deloitte.  The weighted average lease term for the leases of all 32 tenants at Crossroads is approximately 5 years.  Crossroads will be managed by Vestar and leased by JLL on behalf of the Company.

 

This acquisition was purchased using the remaining 1031 like-kind exchange proceeds from the Company’s October 2019 transaction with Magnetar Capital representing the sale of a controlling interest in the Company’s remaining land portfolio for $97 million (the “Magnetar Proceeds”) and a portion of the 1031 like-kind exchange proceeds from the sale of 20 assets to Alpine Income Property Trust (NYSE: PINE) in November 2019 (the “PINE Proceeds”).  The Company anticipates reinvesting the remaining PINE Proceeds of approximately $64 million in the first quarter of 2020.

 

Mr. John P. Albright, President and Chief Executive Officer of the Company, stated, “We’re pleased that this acquisition represents our deployment of all of the $97 million of Magnetar Proceeds, successfully exchanging our non-income producing Daytona Beach land holdings into a diversified portfolio of quality long-term income-producing assets in strong markets.” Mr. Albright further stated, “This investment helps further strengthen and

grow the Company’s income property portfolio, by adding an investment in a dynamic high growth market, while adding a diversity of new tenants to our portfolio.”

 

About Consolidated-Tomoka Land Co.

Consolidated-Tomoka Land Co. is a Florida-based publicly traded real estate company, which owns income properties comprised of approximately 2.0 million square feet in diversified markets in the United States and an approximately 22% interest in Alpine Income Property Trust, Inc., a publicly traded net lease real estate investment trust (NYSE: PINE). Visit our website at www.ctlc.com.

We encourage you to review CTO’s most recent investor presentations which are available on its 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 are intended to identify certain of such forward-looking statements, which speak only as of the dates on which they were made, although not all forward-looking statements contain such words. 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 availability of investment properties that meet the Company’s investment goals and criteria, the modification of terms of certain agreements pertaining to the acquisition of income producing assets, uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales, as well as the uncertainties and risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, 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. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.