エドガーで原本を確認する
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): March 31, 2025
CTO Realty Growth, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Maryland (State or other jurisdiction of incorporation) |
001-11350 (Commission File Number) |
59-0483700 (IRS Employer Identification No.) |
|
369 N. New York Avenue, Suite 201 Winter Park, Florida (Address of principal executive offices) |
32789 (Zip Code) |
Registrant’s telephone number, including area code: (407) 904-3324
Not Applicable
(Former name or former address, if changed since last report.)
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:
|
|
|
|
|
Title of each class: |
|
Trading Symbols |
|
Name of each exchange on which registered: |
Common Stock, $0.01 par value per share |
|
CTO |
|
NYSE |
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
CTO PA |
|
NYSE |
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 3.02. Unregistered Sales of Equity Securities.
On April 3, 2025, CTO Realty Growth, Inc. (the “Company”) completed separate, privately-negotiated transactions with holders of $35,208,000 in aggregate principal amount of the Company's 3.875% Convertible Senior Notes due 2025 (the “Notes”) in which the holders exchanged their Notes with the Company for an aggregate of 1,089,555 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and aggregate cash payments of $29,032,088.77, including $632,888.25 representing accrued interest. Including these shares of Common Stock, the Company has 32,936,967 shares of Common Stock outstanding as of April 3, 2025. The Notes received by the Company were retired.
The exchanges of shares of Common Stock for the Notes were made pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On April 3, 2025, the Company issued a press release (the “press release”) regarding the Company’s privately-negotiated exchanges. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, 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, unless it is specifically incorporated by reference therein.
The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
||
Exhibit No. |
|
Description |
99.1 |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: April 3, 2025
CTO Realty Growth, Inc.
By: /s/ Philip R. Mays
Philip R.
(Principal Financial Officer)
Exhibit 99.1
s4
Press Release
FOR |
CTO Realty Growth Announces partial extinguishment of 3.875% convertible Senior notes |
Mays, Senior Vice President, Chief Financial Officer, and Treasurer WINTER PARK, FL – April 3, 2025 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) announced today that the Company entered into privately negotiated exchange agreements with certain holders of its 3.875% Convertible Senior Notes due April 15, 2025 (the “Notes”). Prior to the exchange agreements, the Notes had an aggregate principal amount of $51.0 million, representing approximately 3.8 million underlying shares based on the current conversion ratio of 73.8112 shares of CTO common stock per $1,000 principal amount of the Notes.
In accordance with the terms of the exchange agreements, the Company exchanged $35.2 million aggregate principal amount of the Notes for 1,089,555 of newly issued shares of its common stock and $29.0 million in cash, including $0.6 million representing accrued interest. Including these common shares, CTO has 32,936,967 common shares outstanding as of April 3, 2025.
After the closing of these exchange agreements, $15.8 million aggregate principal amount of the Notes remains outstanding and is scheduled to be settled in cash on the maturity date of April 15, 2025. The Company estimates the cash settlement for the remaining principal amount of the Notes to be approximately $22 million. However, the final settlement amount will be computed based on the conversion ratio and volume weighted average price of CTO’s common stock over the settlement period, as defined in the indenture related to the Notes, and may differ from this estimate.
The exchanges are being made pursuant to an exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended. This press release does not constitute an offer to exchange the Notes for common stock or other securities of the Company.
Truist Securities and ICR Capital LLC acted as the Company’s financial advisors.
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. owns and operates high-quality, open-air shopping centers located in the higher growth Southeast and Southwest markets of the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE).
We encourage you to review our most recent investor presentation and supplemental financial information, which is available on our website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Examples of forward-looking statements in this press release include, without limitation, statements regarding the Company’s estimate of the cash settlement amount for the remaining principal amount of the Notes.
Although forward-looking statements are made based upon management’s present 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, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, tariffs, distress in the banking sector, global supply chain disruptions, and ongoing geopolitical war; credit risk associated with the Company investing in structured investments; the ultimate geographic spread, severity and duration of pandemics, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. 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 press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
Contact:
Investor Relations
ir@ctoreit.com