UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On July 8, 2022, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a retail center located in Atlanta, Georgia (“Madison Yards” or the “Property”) from a certain project owner (the “Seller”) for a purchase price of $80.2 million. There is no material relationship between the Company or any director or officer of the Company, or any associate of any director or officer of the Company, and the Seller, other than with respect to the Company’s acquisition of Madison Yards. The acquisition was funded using (a) available cash, (b) 1031 like-kind exchange proceeds generated from certain of the Company’s previously completed property dispositions, and (c) proceeds from the Company’s revolving credit facility, and was structured as a reverse like-kind exchange in order to account for possible future dispositions of income properties by the Company.
This Current Report on Form 8-K includes the historical audited financial statements of Madison Yards and the pro forma consolidated financial information required by Items 9.01(a) and 9.01(b) of Form 8-K related to the Property.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and Madison Yards would have achieved had the Company held the assets of the Property during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve after the acquisition of Madison Yards.
Item 7.01. Regulation FD Disclosure.
On July 8, 2022, the Company issued a press release announcing the completion of the acquisition of Madison Yards. A copy of the press release is attached hereto as Exhibit 99.3. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, 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.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements that are required to be filed pursuant to this item are being filed with this Current Report on Form 8-K as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro Forma Financial Information
The pro forma financial information that is required to be filed pursuant to this item is being filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
23.1Consent of Grant Thornton LLP
99.1 Audited Financial Statements
| ● | Report of Independent Certified Public Accountants |
| ● | Historical Summary of Revenues and Direct Costs of Revenues of Madison Yards for the Three Months Ended March 31, 2022 (Unaudited) and the Year Ended December 31, 2021 (Audited) |
| ● | Notes to Historical Summary of Revenues and Direct Costs of Revenues |
99.2 Pro Forma Financial Information
| ● | Summary of Unaudited Pro Forma Consolidated Financial Statements |
| ● | Unaudited Pro Forma Consolidated Balance Sheet of CTO Realty Growth, Inc. as of March 31, 2022 |
| ● | Unaudited Pro Forma Consolidated Statements of Operations of CTO Realty Growth, Inc. for the Three Months Ended March 31, 2022 and the Year Ended December 31, 2021 |
| ● | Notes to Unaudited Pro Forma Consolidated Financial Statements |
| ● | Press Release dated July 11, 2022 regarding the Acquisition of Madison Yards for $80.2 Million |
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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: July 11, 2022
CTO Realty Growth, Inc.
By: /s/ Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)