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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2019
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

NOTE 22. SUBSEQUENT EVENTS

On October 16, 2019, the Company closed on the sale of a controlling interest in a wholly-owned entity that holds the Company’s remaining land portfolio of approximately 5,300 acres (the “Land Venture”), including the land parcels the Company currently has under contract, to certain funds managed by Magnetar Capital (“Magnetar”) for total proceeds to the Company of approximately $97.0 million (the “Land Venture Transaction”). The Land Venture is governed by the Amended and Restated Limited Liability Company Operating Agreement (the “LLC Agreement”), among the Company and the Magnetar Investors.  As a result of the closing of the Purchase Agreement, the Magnetar Investors collectively own a notional 66.50% interest in the Land Venture, and the Company owns a notional 33.50% interest in the Land Venture. The Company may, in the future, receive additional proceeds from the Land Venture in the form of distributions under certain circumstances, based upon the timing and amount realized when the land is ultimately sold by the Land Venture. There can be no assurance as to the likelihood or receiving such distributions, or the amount or timing thereof. The Company filed a current report on Form 8-K on October 22, 2019, as amended, which provides a description of the Land Venture Transaction and related transactional documents in greater detail and includes as exhibits the Purchase Agreement and the LLC Agreement.

On October 18, 2019, the Company closed on the sale of the assets comprising the golf operations segment, consisting of the Golf Club, for total proceeds to the Company of approximately $3.45 million (the “Golf Transaction”). The Company provided the buyer, an affiliate of Fore Golf Services, Inc. (“Fore Golf”), financing in the form of a $2.07 million first mortgage loan (the “Fore Golf Loan”). The Fore Golf Loan is interest-only with a term of one-year and a fixed interest rate of 7.5%. The Company received an origination fee on the Fore Golf Loan of 1.5%, or $31,050. In addition, the Company paid off its remaining liability to the City totaling approximately $560,000, which related to the per round surcharge the Company agreed to pay the City in connection with the Company’s prior buy-out of the land lease with the City. As part of the Golf Transaction, Fore Golf agreed to pay the Company approximately $560,000 in the future based on a per round surcharge of $1.50 per round for each round played at the Golf Club.

On October 23, 2019, the Company announced its intention to sell or contribute 20 of its single-tenant net least income properties to a newly formed independent single-tenant net lease real estate investment trust (“REIT”), Alpine Income Property Trust, Inc. (“Alpine” or “PINE”). The Company has sponsored Alpine prior to its planned initial public offering (the “PINE IPO”). Alpine was formed by CTO as a single-tenant net lease REIT and its IPO is intended to raise the necessary capital to acquire 15 of the 20 assets for approximately $125.9 million in cash and as part of Alpine’s formation the Company will contribute 5 of the income properties in exchange for approximately 1.2 million units in Alpine’s operating partnership (“OP Units”), with an estimated value of approximately $24.5 million based on the current expected mid-point of the price range of the PINE IPO. CTO intends to invest $7.5 million in the common stock in PINE through a private placement concurrent with the PINE IPO. Following completion of the PINE IPO and related formation transactions, CTO expects to own approximately 17.5% of PINE based on the Company’s aggregate ownership of OP Units, approximately 13.4%, and the PINE shares, approximately 4.1%, purchased in the private placement. A wholly-owned subsidiary of the Company will serve as external manager of PINE subject to a management agreement that provides for an annual base management fee equal to 1.5% of the total equity of PINE and with the opportunity to earn an incentive fee that is based on exceeding a set total return for PINE’s shareholders.