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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Emerging growth company
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Item 1.01.Entry into a Material Definitive Agreement.
On November 5, 2021, CTO Realty Growth, Inc., a Maryland corporation (the “Company”), and certain subsidiaries of the Company entered into a Seventh Amendment to the Second Amended and Restated Credit Agreement and Joinder (the “Seventh Amendment”), which further amends that certain Second Amended and Restated Credit Agreement dated as of September 7, 2017, by and among the Company, as borrower, certain subsidiaries of the Company that are parties thereto, as guarantors, and Bank of Montreal, as administrative agent, L/C Issuer and Swing Line Lender, and the other lenders party thereto (as amended, the “Credit Agreement”).
The Credit Agreement, as amended by the Seventh Amendment, includes, among other things:
| ● | the origination of a new Term Loan, as defined in the Credit Agreement, in the amount of $100.0 million; |
| ● | an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments, provided, (i) the aggregate amount of revolving loan commitments shall not exceed $300,000,000 and (ii) the aggregate amount of term loan commitments shall not exceed $400,000,000; and |
| ● | the joinder of KeyBank, National Association, Raymond James Bank, and Synovus Bank as Term Loan Lenders as defined in the Credit Agreement. |
The foregoing description of the Seventh Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Seventh Amendment, to be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01.Regulation FD Disclosure.
On November 8, 2021, the Company issued a press release regarding the entry into the Seventh Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. | Description |
99.1 | |
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: November 8, 2021
CTO Realty Growth, Inc.
By: /s/Matthew M. Partridge
Matthew M. Partridge
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)