Consolidated Tomoka Announces Privately Negotiated Exchanges of Existing Convertible Senior Notes Due 2020 and Concurrent Private Placement of Convertible Senior Notes Due 2025

DAYTONA BEACH, Fla., Jan. 29, 2020 (GLOBE NEWSWIRE) -- Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company”) announced today that it has entered into privately negotiated exchange agreements with certain holders of its outstanding 4.50% Convertible Senior Notes due 2020 (the “2020 Notes”) pursuant to which the Company will issue $55.2 million principal amount of 3.875% Convertible Senior Notes due 2025 (the “New Notes”) in exchange for $55.2 million principal amount of the 2020 Notes (collectively the “Private Exchanges”). Following the closing of the Private Exchanges, $19.8 million in aggregate principal amount of the 2020 Notes will remain outstanding with terms unchanged from the original issuance. In addition, the Company has entered into a privately negotiated purchase agreement with an investor to issue approximately $15.8 million principal amount of the New Notes (the “Private Placement,” and together with the Private Exchanges, the “Transactions”). The Transactions are expected to close on or about February 3, 2020, subject to customary closing conditions.

The New Notes will represent senior unsecured obligations of the Company and will pay interest semi-annually in arrears on each April 15th and October 15th, commencing on April 15, 2020, at a rate of 3.875% per annum. The New Notes will mature on April 15, 2025 and may not be redeemed by the Company prior to the maturity date. The conversion rate for the New Notes will initially be 12.7910 shares of the Company’s common stock per $1,000 of principal of the New Notes (equivalent to an initial conversion price of approximately $78.18 per share of the Company’s common stock). The initial conversion price of the New Notes represents a premium of approximately 20% to the $65.15 closing sale price of the Company’s common stock on the NYSE American on January 29, 2020. The New Notes will be convertible into cash, common stock or a combination thereof, subject to various conditions, at the Company’s option. Should certain corporate transactions or events occur prior to the stated maturity date, the Company will increase the conversion rate for a holder that elects to convert its New Notes in connection with such corporate transaction or event.