CTO Realty Growth Files 8-K on Definitive Agreement

TL;DR

CTO Realty Growth just dropped an 8-K on a new deal and financial obligation. Watch this space.

AI Summary

CTO Realty Growth, Inc. filed an 8-K on September 30, 2024, reporting the entry into a material definitive agreement and the creation of a direct financial obligation. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company, formerly known as Consolidated Tomoka Land Co., is a real estate investment trust incorporated in Maryland.

Why It Matters

This 8-K filing indicates significant corporate activity, potentially involving new debt or contractual obligations that could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing pertains to a material definitive agreement and financial obligation, which inherently carries some level of risk due to potential impacts on the company's financial health and strategic direction.

Key Players & Entities

• CTO Realty Growth, Inc. (company) — Registrant
• Consolidated Tomoka Land Co. (company) — Former company name
• September 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ge on which registered: Common Stock, $0.01 par value per share CTO NYSE 6.37
• $100 million — y") in an aggregate principal amount of $100 million with a maturity of five years. KeyBank
• $400 million — be increased to an amount in excess of $400 million and (ii) certain other conditions are m

Filing Documents

• cto-20240930x8k.htm (8-K) — 39KB
• cto-20240930xex99d1.htm (EX-99.1) — 14KB
• cto-20240930xex99d1001.jpg (GRAPHIC) — 9KB
• 0001558370-24-013088.txt ( ) — 253KB
• cto-20240930.xsd (EX-101.SCH) — 4KB
• cto-20240930_def.xml (EX-101.DEF) — 14KB
• cto-20240930_lab.xml (EX-101.LAB) — 15KB
• cto-20240930_pre.xml (EX-101.PRE) — 15KB
• cto-20240930x8k_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 30, 2024, CTO Realty Growth, Inc., a Maryland corporation (the "Company"), and certain subsidiaries of the Company entered into a credit agreement (the "Credit Agreement") for a term loan facility (the "Facility") in an aggregate principal amount of $100 million with a maturity of five years. KeyBank National Association is acting as administrative agent under the Facility. KeyBank National Association, PNC Bank, National Association, Regions Bank and Raymond James Bank are lenders under the Facility. The Company may increase the aggregate amount of the commitments under the Facility or establish one or more new revolving commitments or term loan commitments, provided that (i) the aggregate amount of commitments under the Facility may not be increased to an amount in excess of $400 million and (ii) certain other conditions are met. Borrowings under the Credit Agreement bear interest at a rate equal to either (i) the Applicable Margin plus the Base Rate (each as defined in the Credit Agreement), (ii) the Applicable Margin plus Adjusted Daily Simple SOFR (as defined in the Credit Agreement) or (iii) the Applicable Margin plus Adjusted Term SOFR (as defined in the Credit Agreement). The Company will be subject to customary restrictive covenants under the Facility, including, but not limited to, limitations on the Company's ability to: (i) incur indebtedness; (ii) make certain investments; (iii) incur certain liens; (iv) engage in certain affiliate transactions; and (v) engage in certain major transactions such as mergers. In addition, the Company will be subject to various financial maintenance covenants as described in the Credit Agreement. The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Credit Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report on

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 30 2024, the Company issued a press release (the "press release") regarding the Company's investment activity, entry into the Credit Agreement and certain other capital raising activity. 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release issued September 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: September 30, 2024 CTO Realty Growth, Inc. By: /s/ Philip R. Mays Philip R. Mays, Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR