Consolidated Tomoka Announces Closing of Transactions Exchanging $57.4 Million of Existing Convertible Senior Notes Due 2020 and Concurrent $17.6 Million Private Placement of Convertible Senior Notes Due 2025

DAYTONA BEACH, Fla., Feb. 05, 2020 (GLOBE NEWSWIRE) -- Consolidated-Tomoka Land Co. (NYSE American: CTO) (the “Company”) announced today that it has closed 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 $57.4 million principal amount of 3.875% Convertible Senior Notes due 2025 (the “New Notes”) in exchange for $57.4 million principal amount of the 2020 Notes (collectively the “Private Exchanges”).  In addition, the Company closed a privately negotiated purchase agreement with an investor and issued approximately $17.6 million principal amount of the New Notes (the “Private Placement,” and together with the Private Exchanges, the “Transactions”).  The Company used approximately $5.9 million of the proceeds from the Private Placement to repurchase approximately $5.9 million of the 2020 Notes. As a result of the Transactions there is a total of $75 million of outstanding New Notes.

In exchange for issuing the New Notes pursuant to the Private Exchanges, the Company received and cancelled the exchanged 2020 Notes. The $11.7 million of net proceeds from the Private Placement will be used to redeem at maturity on March 15, 2020 approximately $11.7 million of the aggregate principal amount of the 2020 Notes that remain outstanding.

The New Notes represent senior unsecured obligations of the Company and 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 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 is initially 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 are 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.