Consolidated-Tomoka Land Co. (NYSE MKT: CTO) (the “Company”) announced
today that it intends to offer $75 million aggregate principal amount of
Convertible Senior Notes due 2020 through a private placement under the
Securities Act of 1933, as amended (the "Securities Act"). As part of
the offering, the Company expects to grant the initial purchasers an
option to purchase up to an additional $15 million principal amount of
notes.
The notes will be senior unsecured obligations of the Company and will
be convertible into, subject to various conditions, at the Company’s
option: cash, common stock or a combination thereof. The Company expects
to use the net proceeds from the sale of the notes to repay borrowings
under its credit facility, to fund future investments in
income-producing assets and for general corporate purposes, which may
include the repurchase of Company common stock under the Company’s share
repurchase program.
The exact timing and terms of the offering will depend on market
conditions and other factors.
The offering is being made to qualified institutional buyers pursuant to
Rule 144A under the Securities Act. Neither the notes nor any shares of
Company common stock issuable upon conversion of the notes have been or
are expected to be registered under the Securities Act, or under any
state securities laws and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it constitute
an offer, solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
About Consolidated-Tomoka Land Co.
Consolidated-Tomoka Land Co. is a Florida-based publicly traded real
estate company, which owns a portfolio of income properties and loan
investments in diversified markets in the United States, and over 10,500
acres of land in the Daytona Beach, Florida area. Visit our website at www.ctlc.com.
Forward-Looking Statements:
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can usually be identified by the use of
terminology such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,”
“may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,”
“will” and similar words or expressions. Forward-looking statements are
subject to certain events, factors and conditions, risks, uncertainties
and assumptions that could cause the Company’s actual results in the
future to differ materially from its historical results and those
presently anticipated or projected. Such risks and uncertainties
include, among other things, prevailing market conditions, risks related
to whether the Company will consummate the offering of the notes on the
expected terms, or at all, and the fact that Company's management may
have broad discretion in the use of the proceeds from any sale of the
notes.
Other risks and uncertainties relating to the Company’s business are:
risks related to our debt levels and debt covenants, the ability to
access our existing credit facility and obtain additional financing,
strains on our business from continued and future growth, including
potential acquisitions and other strategic initiatives, risks related to
maintenance and security of our data, potential recognition of
compensation expense related to performance-based or incentive equity
awards, potential impairment of long-lived assets, and intangible
assets, identifying and acquiring suitable income properties and other
factors set forth in the risk factor section of the Company’s annual
report on Form 10-K filed with the Securities and Exchange Commission.
The Company cautions investors not to place undue reliance on any such
forward-looking statements, which speak only as of the date on which
such statements were made. The Company encourages readers to review and
consider the various disclosures the Company has made in its filing with
the Securities and Exchange Commission. The Company undertakes no
obligation to update such statements to reflect events or circumstances
arising after such date.
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