false
0000023795
0000023795
2024-08-02
2024-08-02
0000023795
CTO:CommonStock0.01ParValuePerShareMember
2024-08-02
2024-08-02
0000023795
CTO:Sec6.375SeriesCumulativeRedeemablePreferredStock0.01ParValuePerShareMember
2024-08-02
2024-08-02
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 2, 2024
CTO Realty Growth, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
001-11350 |
59-0483700 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
369 N. New York Ave.,
Suite 201
Winter Park, Florida
(Address of principal executive offices) |
32789
(Zip Code) |
Registrant’s telephone number, including area code:
(386) 274-2202
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading Symbols |
|
Name of each exchange on which registered: |
Common Stock, $0.01 par value per share |
|
CTO |
|
NYSE |
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
CTO PrA |
|
NYSE |
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 ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
On
August 2, 2024, CTO Realty Growth, Inc. (the “Company”) entered
into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner (the “Seller”) for the purchase
of a three-property portfolio with properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three
Property Portfolio”). The terms of the PSA provide that the total purchase price for the Three Property Portfolio will be $137.5
million, subject to adjustment for closing prorations. The Seller does not have any material relationship with the Company or its subsidiaries,
other than through the PSA.
The Company expects to close the purchase of the
Three Property Portfolio in the third quarter of 2024. However, certain closing conditions must be met before or at the closing and are
not currently satisfied. Accordingly, as of the date of this Current Report on Form 8-K there can be no assurance that the Company will
acquire the Three Property Portfolio.
A copy of the PSA is filed with this Current Report
on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the PSA is qualified in its entirety
by reference thereto.
Item 7.01. Regulation FD Disclosure.
On August
8, 2024, the Company issued a press release announcing the execution of the PSA to acquire the Three Property Portfolio and certain other investment and leasing activity for the third quarter of 2024. 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 8.01. Other Events.
The
Three Property Portfolio consists of three properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida, with
an aggregate gross leasable area of approximately 0.9 million square feet which are approximately 94.2% leased, with a weighted average
remaining lease term of 6.2 years as of August 8, 2024. The Company may fund the acquisition of the Three Property Portfolio
using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from
offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through
structuring the acquisition as a reverse like-kind exchange.
There are a number of risks and uncertainties
related to the Three Property Portfolio, including the risk that the acquisition may not be completed, or may not be completed in the
time frame or on the terms currently anticipated, as a result of a number of factors, including the failure of the parties to satisfy
one or more of the conditions to closing.
If the Company successfully acquires the Three
Property Portfolio, there can be no assurance that the Company will be able to realize the expected benefits of the Three Property Portfolio.
This
Current Report on Form 8-K includes the historical summary of revenues and direct costs of revenues of the Three Property Portfolio
and the pro forma consolidated financial information required by Items 9.01(a) and 9.01(b) of Form 8-K related to the Three
Property Portfolio and the Marketplace at Seminole Towne Center, a multi-tenant income property located in Sanford, Florida, which
the Company acquired for a purchase price of $68.7 million in March of 2024.
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, the Three Property Portfolio,
and the Marketplace at Seminole Towne Center would have achieved had the Company held the assets of the Three
Property Portfolio and the Marketplace at Seminole Towne Center 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 through its ownership of the Marketplace
at Seminole Towne Center and potentially the Three Property Portfolio.
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
Exhibit No. |
|
Exhibit Description |
2.1* |
|
Purchase and Sale Agreement, made as of August 2, 2024 |
23.1 |
|
Consent of Grant Thornton LLP |
99.1 |
|
Historical Financial Statements |
|
|
|
· |
Report of Independent Certified Public Accountants |
|
|
|
· |
Historical Summary of Revenues and Direct Costs of Revenues of the Three Property
Portfolio for the Six Months Ended June 30, 2024 (Unaudited) and the Year Ended December 31, 2023 (Audited) |
|
|
|
· |
Notes to Historical Summary of Revenues and Direct Costs of Revenues |
99.2 |
|
Pro Forma Financial Statements |
|
|
|
· |
Summary of Unaudited Pro Forma Consolidated Financial Statements |
|
|
|
· |
Unaudited Pro Forma Consolidated Balance Sheet of CTO Realty Growth, Inc. as
of June 30, 2024 |
|
|
|
· |
Unaudited Pro Forma Consolidated Statements of Operations of CTO Realty Growth,
Inc. for the Six Months Ended June 30, 2024 and the Year Ended December 31, 2023 |
|
|
|
· |
Notes to Unaudited Pro Forma Consolidated Financial Statements |
99.3 |
|
Press Release |
|
|
|
· |
Press
Release dated August 8, 2024 |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit have been redacted
in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and is the type of information that the Company
customarily and actually treats as private and confidential.
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: August 8, 2024 |
|
|
|
CTO Realty Growth, Inc. |
|
|
|
By: |
/s/ Philip R. Mays |
|
Senior Vice President, Chief Financial Officer and Treasurer |
|
(Principal Financial Officer) |
|
Exhibit 2.1
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED
FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED
INFORMATION IS INDICATED BY [****].
PURCHASE AGREEMENT
(3-Property Portfolio)
THIS
PURCHASE AGREEMENT (this “Agreement”) is made effective as of August 2,
2024 (the “Effective Date”) by and between (A) (i) [****]
(“[****] Seller”),
(ii) [****] (“[****]
Seller”), and (iii) [****]
(“[****] Seller”)
([****] Seller, [****]
Seller and [****] Seller
are each defined individually herein as a “Seller” and are defined collectively herein as “Sellers”),
and (B) CTO REALTY GROWTH, INC., a Maryland corporation (“Buyer”).
SECTION 1 THE
PROPERTY. Each Seller respectively agrees to sell and Buyer agrees to purchase the following:
1.1 [****]
Seller agrees to sell and Buyer agrees to purchase the real property consisting of approximately [****]
located at [****],
and more particularly described on Exhibit “A-1(a)”, together with all improvements located thereon,
and all appurtenant easements, rights and privileges thereto (the “[****]
Property”). The [****]
Property is commonly referred to as “[****]”,
as shown on the site plan attached as Exhibit “B-1”. Notwithstanding the foregoing or anything to
the contrary as contained in this Agreement, Buyer expressly acknowledges and agrees that: (i) the [****]
Property shall not include the land, improvements, and all appurtenant easements, rights and privileges
associated with that portion of the shopping center more particularly described on Exhibit “A-1(b)”
and shaded in red on Exhibit “B-1” (the “[****]
Excluded Property”), which [****]
Excluded Property shall be kept and retained by [****]
Seller or its affiliate upon Closing (as hereinafter defined); (ii) nothing contained herein shall
be deemed or construed as a conveyance, transfer, or impairment of [****]
Seller’s (or its affiliate’s) rights and interests in and to the [****]
Excluded Property; and (iii) in no event shall Buyer be entitled under this Agreement to acquire any
right, title or interest, in whole or in part, in and to the [****]
Excluded Property or any appurtenant easements, rights, privileges or leases relating to the [****]
Excluded Property.
1.2 [****]
Seller agrees to sell and Buyer agrees to purchase the real property consisting of approximately [****]
located at [****],
and more particularly described on Exhibit “A-2(a)”, together with all improvements located thereon,
and all appurtenant easements, rights and privileges thereto (the “[****]
Property”). The [****]
Property is commonly referred to as “[****]”,
as shown on the site plan attached as Exhibit “B-2”. Notwithstanding the foregoing or anything to
the contrary as contained in this Agreement, Buyer expressly acknowledges and agrees that: (i) the [****]
Property shall not include the land, improvements, and all appurtenant easements, rights and privileges
associated with that portion of the shopping center more particularly described on Exhibit “A-2(b)”
and shaded in red on Exhibit “B-2” (the “[****]
Excluded Property”), which [****]
Excluded Property shall be kept and retained by [****]
Seller or its affiliate upon Closing; (ii) nothing contained herein shall be deemed or construed as
a conveyance, transfer, or impairment of [****] Seller’s
(or its affiliate’s) rights and interests in and to the [****]
Excluded Property; and (iii) in no event shall Buyer be entitled under this Agreement to acquire any
right, title or interest, in whole or in part, in and to the [****]
Excluded Property or any appurtenant easements, rights, privileges or leases relating to the [****]
Excluded Property.
1.3 [****]
Seller agrees to sell and Buyer agrees to purchase the real property consisting of approximately [****]
located at [****],
and more particularly described on Exhibit “A-3”, together with all improvements located thereon,
and all appurtenant easements, rights and privileges thereto (the “[****]
Property”). The [****]
Property is commonly referred to as “[****]”,
as shown on the site plan attached as Exhibit “B-3”.
1.4 The
[****] Property, the [****]
Property and the [****] Property
are each referred to individually herein as the “Real Property” and are collectively referred to herein as the
“Real Properties”. The [****]
Excluded Property and the [****]
Excluded Property are each referred to individually herein as an “Excluded Property”
and are collectively referred to herein as the “Excluded Properties”.
1.5 At
Closing, each Seller further agrees to assign, transfer and convey to Buyer, and Buyer agrees to acquire and assume from each Seller,
for no additional consideration (aside from the Purchase Price (as hereinafter defined) as more particularly set forth herein), in connection
with the respective Real Property owned by such Seller, but excluding in all respects the Excluded Properties, each Seller’s right,
title, interest, powers, privileges, benefits and options or otherwise accruing to the owner of the Real Property (including, without
limitation, any of the right, title, interest, powers, privileges, benefits and options or otherwise accruing as the “lessor”
or “landlord”), in, to and under the following:
a) all
apparatus, fittings and fixtures in or on the Real Property or which are attached thereto (the “Fixtures”);
provided, however, that the foregoing shall in no event include any apparatus, fittings and fixtures owned by the tenants or by any service
provider related to the Real Property;
b) any
equipment, machinery and personal property located in or on the Real Property and owned by Seller (the “Personal Property”);
c) subject
to the terms and conditions of any License Agreement (hereinafter defined) with respect to an Excluded Property, the trademark, service
mark, trade name and name directly relating to “[****]”,
“[****]” and “[****]”
as such names relate to each respective Real Property (the “Intellectual Property”);
d) the
landlord’s and lessor’s interest in all leasehold estates created by the Leases, Temporary Occupancy Agreements and Cable
Agreements (each as hereinafter defined) and all Security Deposits (as hereinafter defined) (subject to Section 5.6 of this Agreement);
e) all
warranties and guaranties, if any, relating to the Real Property, Fixtures and Personal Property, to the extent transferrable, at no cost
or expense to Seller (collectively, the “Warranties”);
f) subject
to Section 6.4(d) of this Agreement, all roof warranties issued in connection with the Real Property, if any, to the extent
transferrable, at no cost or expense to Seller (the “Roof Warranties”);
g) all
consents, authorizations, variances or waivers, licenses, certificates, permits and approvals from any governmental or quasi-governmental
agency, department, board, commission, bureau or other entity or instrumentality relating to (i) the design, development, construction
and installation of the Real Property, (ii) vehicular ingress and egress to and from the Real Property, and (iii) the use, operation
and occupancy of the improvements, including, without limitation, the certificate of occupancy for the improvements, all solely to the
extent transferrable (the “Permits”); provided, however, Buyer shall be solely responsible for all assignment
or transfer fees, costs and expenses associated with and/or payable in connection with the foregoing assignment and transfer of any such
Permits;
h) all
(i) impact fee credits with, or impact fee payments to, any county or municipality in which the Real Property is located arising
from any construction of improvements, or dedication or contribution of property, by Seller, or its predecessor in title or interest,
related to the Real Property, (ii) development rights, allocations of development density or other similar rights allocated to or
attributable to the Real Property or the improvements, and (iii) wet and dry utility, water or sewer capacity or credits allocated
to or attributable to the Real Property or the improvements, whether the matters described in the preceding clauses (i), (ii) and
(iii) arise under or pursuant to governmental requirements, administrative or formal action by governmental authorities, or agreement
with governmental authorities or third parties (collectively, “Entitlements”);
i) all
Permitted Exceptions (as hereinafter defined);
j) solely
with respect to the [****] Property,
the work to be performed by Seller, as landlord, pursuant to the pending lease with [****]
(the “Pending [****]
Lease”), which work is more particularly described
on Schedule 1.5(j) (the “[****] Landlord
Work”), and the work to be performed by Seller, as landlord, pursuant to the pending
lease with [****] (the “Pending
[****] Lease”),
which work is more particularly described on Schedule 1.5(j) (the “[****]
Landlord Work”, and together with the [****]
Landlord Work, the “Landlord Work”); and
k) all
right, title and interest, if any, in the REAs (as hereinafter defined) related to the Real Property, excluding, however, any such right,
title or interest of any Seller or such Seller’s affiliates to the extent such right, title or interest pertains to any of the Excluded
Properties.
Each
Real Property, together with the Fixtures, the Personal Property, the Intellectual Property, the Leases, the Temporary Occupancy Agreements,
the Cable Agreements, the Warranties, the Roof Warranties, the Permits, the Entitlements, the Permitted Exceptions, the Landlord Work,
the REAs and all other matters described in this Section 1 pertaining to such Real Property are referred to from time to time herein
as the “Property”. All of the Property to be assigned, transferred and conveyed to Buyer by Sellers is referred
to from time to time herein, collectively, as the “Properties”.
1.6 Notwithstanding
anything to the contrary as contained in this Agreement, Buyer has no right to purchase, and Sellers have no obligation to sell, less
than all of the Properties, it being the express agreement and understanding of Buyer that, as a material inducement to Sellers to enter
into this Agreement, Buyer has agreed to purchase all of the Properties pursuant to a simultaneous Closing, subject to and in accordance
with the terms and conditions of this Agreement.
SECTION 2 PURCHASE
PRICE. Buyer agrees to pay Sellers, as the purchase price for the Properties, the sum
of One Hundred Thirty-Seven Million Five Hundred Thousand and 00/100 Dollars ($137,500,000.00) (the “Purchase Price”).
The Purchase Price shall be allocated between the respective Sellers and each Property as more specifically set forth on Schedule
2 attached hereto and made a part hereof. The Purchase Price shall be paid as follows:
a) On
or before the date that is two (2) business days after the Effective Date of this Agreement, Buyer shall deposit [****]
with the Escrow Agent (as hereinafter defined) in escrow as the earnest money deposit (which
sum, together with all interest actually earned thereon during the term of this Agreement, is referred herein as the “Earnest
Deposit”). In the event Buyer fails to deliver the Earnest Deposit within two (2) business days of the Effective Date,
then same shall constitute an immediate event of default under this Agreement and Sellers shall be entitled to terminate this Agreement
upon written notice to Buyer delivered prior to the deposit of the Earnest Deposit into the escrow;
b) The
Earnest Deposit shall be nonrefundable to Buyer (except as otherwise set forth in this Agreement) but shall be applicable to the Purchase
Price at Closing;
c) Buyer
shall deliver the Purchase Price, less the Earnest Deposit and after accounting for the adjustments, credits and prorations as provided
in this Agreement in immediately available funds in escrow with the Escrow Agent on or prior to the Closing Date; and
d) Notwithstanding
anything in this Agreement to the contrary, a portion of the Earnest Deposit in the amount of [****]
(the “Independent Consideration”) will be non-refundable to Buyer and will be
distributed to Sellers upon any termination of this Agreement as independent consideration for Sellers’ performance under this Agreement.
If this Agreement is properly terminated by Buyer pursuant to a right of termination granted to Buyer herein, the Independent Consideration
will be promptly distributed to Sellers and, subject to the relevant provisions herein, the balance of the Earnest Deposit remaining after
distribution of the Independent Consideration to Sellers will be promptly returned to Buyer.
SECTION 3 ESCROW
AND TITLE INSURANCE.
3.1 Escrow
Agent. The parties hereto designate [****],
located at [****], Attention:
[****] (the “Title
Company”) as the escrow agent (the “Escrow Agent”) in connection with this transaction. This Agreement
shall serve as escrow instructions and shall be subject to the usual conditions of acceptance of the Escrow Agent, insofar as the same
are not inconsistent with any of the terms hereof. By execution of this Agreement, the Escrow Agent agrees that the Earnest Deposit shall
be held as a deposit under this Agreement in an interest-bearing account at a commercial bank whose deposits are insured by the Federal
Deposit Insurance Corporation and: (i) applied against the Purchase Price if Closing occurs; or (ii) delivered to Sellers or
Buyer, in accordance with the terms of this Agreement upon the written approval of Sellers and Buyer, if Closing does not occur. Interest
on the Earnest Deposit shall be paid to the party entitled to receive the Earnest Deposit pursuant to this Agreement, or applied to the
Purchase Price at Closing.
a) Escrow
Agent is hereby appointed by Buyer and Sellers to receive, hold and dispose of the Earnest Deposit set forth above in accordance with
the terms and conditions hereof. Escrow Agent shall not release any or all of the Earnest Deposit without joint written instructions
from Buyer and Sellers. Escrow Agent is acting solely as a stakeholder and depository, and is not responsible or liable in any manner
whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow, or for the identity or authority
of any person executing or depositing it.
b) Buyer
and Sellers agree to indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and attorney’s
fees in connection with or in any way arising out of this Agreement, other than expenses resulting from the Escrow Agent’s own gross
negligence or willful misconduct.
c) In
the event of a dispute concerning the Earnest Deposit, Escrow Agent may continue to hold the Earnest Deposit pursuant to the terms hereof,
or may, after giving Buyer and Sellers at least fifteen (15) days’ advance, written notice, at the joint and several cost of the
Buyer and Sellers, deposit the same in a court of competent jurisdiction. Escrow Agent may dispose of the Earnest Deposit in accordance
with a court order, and shall be fully protected if it acts in accordance with any such court order.
d) Escrow
Agent may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions
hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the opinion or instructions of such counsel.
e) Escrow
Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney
or other document Escrow Agent in good faith believes to be genuine and what it purports to be.
f) Notwithstanding
anything to the contrary as contained in this Agreement, in any instance where the Earnest Deposit is to be delivered to Sellers as provided
for in this Agreement, the parties acknowledge and agree that such Earnest Deposit shall be allocated in the same manner and percentages
across the respective Properties as the Purchase Price has been allocated, and each respective Seller shall be entitled to receive such
portion of the Earnest Deposit that corresponds to the allocation of the Purchase Price with respect to the Property owned by such Seller.
3.2 Title/Survey.
a) Prior
to the Effective Date, (i) each Seller has ordered from the Title Company a commitment (each, a “Commitment”
and, collectively, the “Commitments”) to issue an ALTA Owner’s Policy of Title Insurance in an amount
equal to the Purchase Price for each respective Property (each, a “Title Policy”), and (ii) each Seller
has obtained and provided Buyer with a copy of a survey for each respective Property (each a “Survey” and, collectively,
the “Surveys”). It shall be a condition precedent to Buyer’s obligation to purchase the Properties that
the Title Company can and will, upon the occurrence of Closing and the payment by the Buyer and Seller, of the applicable premiums, issue
each Title Policy in accordance with the Commitment and subject only to the Permitted Exceptions. Buyer may request, at Buyer’s
sole cost, and to the extent permitted in accordance with applicable laws and regulations, that the Title Company issue extended coverage
removing (either by deletion or through affirmative endorsement coverage) the following standard exceptions: (1) taxes or assessments
not shown on public records, (2) easements, liens or encumbrances not shown on public records, (3) any defect, lien, adverse
claim or other matter that appears between the commitment date and closing, and (4) rights, interests or claims not shown by public
records that could be asserted by persons in possession of the land. In furtherance thereof, on or before the Closing Date, each Seller
shall execute and deliver to the Title Company an affidavit to delete the standard, preprinted exception for mechanic’s liens from
the Title Policy and substantially in the form of Exhibit “H” with such factual modifications as
may be required to make the affidavit true, accurate and complete (the “Title Affidavit”); provided that, after
such modifications, the Title Affidavit is sufficient for the Title Company to issue each Title Policy with extended coverage and without
the standard, preprinted exception for mechanic’s liens.
b) Prior
to the Effective Date, Buyer has delivered its objections to matters disclosed in the initial Commitments and Surveys (“Objections”),
and the Sellers have delivered their response with respect thereto dated July 31, 2024 (“Seller’s Response”).
Except for such actions as Sellers have expressly committed to undertake in Seller’s Response, each Seller elects not to cure any
such Objections on or prior to the Closing Date. Buyer acknowledges and agrees that by executing this Agreement, Buyer has elected to
waive Buyer’s Objections (except for Mandatory Cure Items (hereinafter defined) and such actions as Sellers have expressly committed
to undertake in Seller’s Response, if any) and proceed to purchase the Properties with such condition of title as each Seller is
able to convey and/or subject to all matters objected to in Buyer’s Objections. For the avoidance of doubt, except for Mandatory
Cure Items and such actions as Sellers have expressly committed to undertake in Seller’s Response, if any, all matters objected
to in Buyer’s Objections are deemed to be acceptable to Buyer, and Buyer shall not have the right to terminate this Agreement because
of any such matters objected to in Buyer’s Objections.
c) Buyer
shall have the right to object to: (i) any matters disclosed for the first time by any updated Commitment issued after the Effective
Date (“New Title Objections”), and (ii) any matters disclosed for the first time by any updates to a Survey
issued after the Effective Date (“New Survey Objections” and together with the New Title Objections, the “New
Objections”); provided that Buyer delivers written notice of any such New Title Objections or New Survey Objections on or
before the third (3rd) business day following receipt of such updated Commitment or Survey; otherwise any such New Objections shall be
deemed to be waived. If Buyer delivers in a timely manner written notice of any New Objections, then each Seller shall within five (5) business
days from receipt of any New Objections from Buyer notify Buyer in writing (“New Objections Response”) whether
such Seller elects, in Seller’s sole discretion, to: (1) cure any such New Objections on or prior to the Closing Date, or (2) not
to cure any such New Objections. If a Seller elects to cure a New Objection under this Section 3.2(c) and fails to do so by
the Closing Date, Buyer shall have the right to (x) terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the
Earnest Deposit to Buyer, and thereafter none of the parties hereto shall have any further rights or obligations hereunder except for
obligations that specifically survive the termination of this Agreement, or (y) waive the New Objections and proceed to purchase
the Properties with such condition of title as each Seller is able to convey and/or subject to the New Objections (in addition to all
other Objections, except for Mandatory Cure Items and such actions as Sellers have expressly committed to undertake in Seller’s
Response or any New Objections Response), without a reduction of the Purchase Price therefor, in which event the items objected to which
were not cured shall be deemed to be acceptable to Buyer. In the event any Seller fails to deliver Seller’s New Objections Response
to Buyer within such five (5) business day period, such Seller shall be deemed to have elected not to cure any of the New Objections.
If Seller’s Response states that Seller elects not to cure any of the New Objections on or prior to the Closing Date, or if Seller
is deemed to have elected not to cure any of the New Objections as set forth above, then within two (2) business days after delivery
of Seller’s New Objections Response (or deemed response), Buyer shall elect to either (A) terminate this Agreement, whereupon
the Escrow Agent shall promptly deliver the Earnest Deposit to Buyer, and none of the parties hereto shall have any further rights or
obligations hereunder except for obligations that specifically survive the termination of this Agreement, or (B) waive the New Objections
and proceed to purchase the Properties with such condition of title as each Seller is able to convey and/or subject to the New Objections
(in addition to all other Objections, except for Mandatory Cure Items and such actions as Sellers have expressly committed to undertake
in Seller’s Response or any New Objections Response), without a reduction of the Purchase Price therefor, in which event the items
objected to which Seller elected (or was deemed to have elected) not to cure shall be deemed to be acceptable to Buyer. If Buyer fails
to timely make such election, then Buyer shall be deemed to have elected to purchase the Properties pursuant to the foregoing clause (B).
For avoidance of doubt, Buyer shall have the right to object to and to deliver New Title Objections with respect to any notice of commencement,
lien, or construction matter, including, without limitation, any mechanic lien (general, limited or specific, but excluding the standard,
preprinted mechanic lien exception which Seller is obligated to have removed from Buyer’s Title Policy) whether or not arising through
Seller or any tenant, that first appears on a Commitment after the Commitment’s original effective date, and if (x) Seller’s
New Objections Response (or deemed response) states that Seller is unwilling to remove, cure, satisfy, pay, discharge and release of record
such matter at or prior to Closing, including, without limitation, terminating any such notice of commencement and providing the necessary
documents, waivers and affidavits to the Title Company to enable to the Title Company to issue the Buyer’s Title Policy without
any exception for mechanic’s liens, and/or (y) Seller elects to perform the foregoing obligations, but is unable to do so prior
to Closing, then Buyer shall have the right to terminate this Agreement (and with respect to subclause (x) above, such termination
shall be made within two (2) business days after delivery of Seller’s New Objections Response (or deemed response)), whereupon
the Escrow Agent shall promptly deliver the Earnest Deposit to Buyer, and none of the parties hereto shall have any further rights or
obligations hereunder except for obligations that specifically survive the termination of this Agreement.
d) Notwithstanding
anything contained in this Agreement to the contrary, with respect to all matters affecting title to each Property, and any liens or encumbrances
affecting each Property, Buyer acknowledges and agrees that after Closing it is initially relying upon the Title Policy. If Buyer has
a claim under the Title Policy and the subject matter of that claim also constitutes the breach of any representation, warranty or covenant
made by a Seller in this Agreement or in the respective Deed (a “Deferred Title Claim”), Buyer agrees that it
will look first to the Title Policy for recovery of such claim, and Buyer shall not assert any claim against such Seller for a breach
of a representation, warranty or covenant with respect to such claim unless Buyer is unable to fully collect on its claim from the Title
Company after pursuing such claim to a final resolution. If Buyer is unable to fully collect on its claim from the Title Company after
pursuing such claim to a final resolution, then Buyer shall have the right to pursue such Deferred Title Claim against Seller, but any
recovery from Seller shall be in excess of the remedies received by Buyer under the Title Policy. Notwithstanding anything to the contrary
in Section 9.1, solely as to the specific breach of representation, warranty or covenant by Seller to which the Deferred Title Claim
pertains, the Survival Period shall expire on the later to occur of (i) the date the Survival Period would otherwise expire pursuant
to the terms of Section 9.1 and (ii) the date that is thirty (30) days after the final resolution of such Deferred Title Claim.
As used in this Section 3.2(d), “final resolution” shall mean that (i) a court of competent jurisdiction has issued
a final, non-appealable order either (A) awarding Buyer damages or equitable relief on the Deferred Title Claim or (B) denying
and/or dismissing the Deferred Title Claim, or (ii) Buyer and the Title Company have settled the Deferred Title Claim (provided that
any such settlement must be agreed to by Buyer in good faith).
3.3 Release
of Mortgages. Notwithstanding anything contained herein to the contrary, except for real estate taxes and assessments not yet due
and payable as of the Closing and other encumbrances that are Permitted Exceptions, each Seller covenants and agrees, as to its respective
Property, to cure, satisfy, pay, discharge and/or release of record at or prior to Closing, or cause the Title Company to issue the applicable
Title Policy without exception for, any of the following, to the extent incurred by, for, or on behalf of Seller (collectively, “Mandatory
Cure Items”): (a) all mortgages, deeds of trust and other security instruments; (b) notices of commencement (which
Seller agrees, if and only if a condition is made by the Title Company or the Title Company requires such to issue a Title Policy without
exception to such notice of commencement and without any mechanic’s lien exception for the work related to such notice of commencement,
to terminate such notice of commencement of record by providing the Title Company with copies (or if required by the Title Company, originals),
as applicable, of a completed and executed Notice of Termination of Notice of Commencement and a Contractor’s Final Affidavit and
Waiver of Lien, each in the form as approved by the Title Company; provided, however, Seller and Buyer each hereby acknowledge and agree
that Seller shall have no obligation to provide any of the foregoing for notices of commencement that have expired pursuant to applicable
law); (c) mechanic’s liens; (d) judgment liens; (e) tax liens; (f) any and all Future Mortgages (as hereinafter
defined); (g) assessments and utility bills of any kind constituting a lien against the Property that are due and payable; and (h) any
other monetary liens of ascertainable amounts encumbering such Seller’s Property and arising through Seller. For clarity, in no
event shall the foregoing require any Seller to satisfy or expend money to remove any leasehold mortgages, leasehold deeds of trust or
monetary liens of ascertainable amounts incurred by, for, or on behalf of any tenant or other occupant of the Property under a Lease,
Temporary Occupancy Agreement or Cable Agreement. Further, Buyer acknowledges and agrees that Sellers shall have the right, before or
after the Effective Date, to encumber the Properties with a mortgage, deed of trust or other monetary lien (such mortgage, deed of trust
or other monetary lien, a “Future Mortgage”); provided, however, that at Closing, Sellers shall be required
to cause the Title Company to issue the applicable Title Policy without exception to such Future Mortgage. Sellers shall have the right
to extend the Closing Date by up to ten (10) business days in order to cause the Title Company to issue the applicable Title Policy
without exception to such Future Mortgage.
SECTION 4 CONVEYANCE.
On the Closing Date, each Seller shall convey fee simple title to the respective Real Property owned by such Seller by special or limited
warranty deed in the form attached hereto as Exhibit “J” (each, a “Deed”,
and collectively, the “Deeds”), free and clear of all liens and encumbrances, except the following (collectively,
the “Permitted Exceptions”): (i) real estate taxes and assessments, both general and special, not yet due
and payable; (ii) declarations, conditions, covenants, restrictions, easements, rights of way and other matters of record in the
Commitment, including, without limitation, those items shown on the subdivision plat of the Property, not objected to by Buyer, or which
were Objections or New Objections that Buyer elected to waive (or is deemed to have elected to waive) pursuant to Section 3.2 herein;
(iii) zoning and building ordinances; (iv) those matters disclosed by the Survey not objected to by Buyer or which were Objections
or New Objections and Buyer elected to waive (or is deemed to have elected to waive) pursuant to Section 3.2 herein; (vi) the
rights of tenants in possession as tenants only; (vii) the rights of any third-party pursuant to any unrecorded cable agreement more
particularly described on Exhibit “C” attached hereto (the “Cable Agreements”),
if any, and any licensees and/or temporary occupants under the Temporary Occupancy Agreements, if any; and (viii) (a) that certain
Declaration of Easements, Covenants and Restrictions, made as of March 20, 2024, by [****]
Seller, and recorded in [****];
(b) that certain Declaration of Easements, Covenants and Restrictions, made as of March 20, 2024, by [****]
Seller, and recorded in [****];
and (c) that certain Declaration of Easements, Covenants, and Restrictions, made as of December 6, 2023, by [****]
Seller, and recorded as [****];
as affected by Notice of Election to Obtain Property Insurance, made as of May 22, 2024, by [****],
and recorded as [****] (collectively,
the “CCRs”). Transfer of each Seller’s right, title, interest, powers, privileges, benefits and options
accruing as “landlord” or “lessor” under all leases and other agreements for the use, occupancy or possession
of all or any part of the Real Properties, together with all amendments, modifications, extensions and renewals thereof, and any guarantees
of any of the foregoing with respect to or demising or granting the right to possess any part of the Real Properties, being more particularly
described on Exhibit “C” attached hereto, (ii) the Pending Leases, and (iii) any and all
new tenant leases and all other agreements for use, occupancy or possession of all or any part of the Real Properties entered into after
the Effective Date and the Closing Date in accordance with the terms and conditions of this Agreement (collectively, the “Leases”)
shall be made by an Assignment of Leases, Guaranties, Additional Agreements and Security Deposits and [****]
Escrow Agreement (the “Assignment of Leases”), substantially in the form attached
hereto as Exhibit “D” and made a part hereof, to be executed by each respective Seller and Buyer
effective as of Closing. The Leases in effect as of the Effective Date for each respective Property are more particularly described on
Exhibit “C” attached hereto and made a part hereof. In addition, each Seller shall assign to Buyer
at Closing the Cable Agreements and all license agreements and other temporary occupancy agreements then in effect with respect to the
Property owned by such Seller (collectively, the “Temporary Occupancy Agreements”) pursuant to the Assignment
of Leases. The Cable Agreements and Temporary Occupancy Agreements in effect as of the Effective Date, if any, for each respective Property
are also set forth on Exhibit “C” attached hereto.
SECTION 5 PRORATIONS
AND CLOSING COSTS.
5.1 Rents.
a) All
collected Rents (as hereinafter defined) shall be prorated between each Seller and Buyer as of 11:59 PM on the day prior to the Closing
Date. Each Seller shall be entitled to all collected Rents attributable to any period prior to, but not including, the Closing Date on
the basis of a schedule which shall be prepared by the Seller and delivered to Buyer for Buyer’s review and approval no less than
three (3) business days prior to the Closing Date. Buyer shall be entitled to all collected Rents attributable to any period on and
after the Closing Date. After Closing, Buyer shall make a good faith effort to collect any Rents not collected as of the Closing Date
that apply to periods prior to Closing on each Seller’s behalf and to tender the same to such Seller upon receipt (which obligation
of Buyer shall survive the Closing and not be merged therein); provided, however, that Buyer shall not be required to commence
any proceeding to evict any tenant or expend any material sums of money in collecting such delinquent Rents; provided, further, that all
Rents collected by Buyer on or after the Closing Date shall first be applied to all amounts due under the Leases at the time of collection
(i.e., current Rents due or owing to Buyer and sums due Buyer as the current owner and landlord) with the balance (if any) payable to
each Seller for delinquent Rents in the order in which such Rents are most recently past due, but only to the extent of amounts delinquent
and actually due such Seller for delinquent Rents in the order in which such Rents are most recently past due. Each Seller hereby retains
its rights to pursue claims against any tenant under the Leases for sums due with respect to periods prior to the Closing Date; provided,
however, that such Seller: (i) shall be required to notify Buyer in writing of its intention to commence such collection efforts;
(ii) shall only be permitted to commence or pursue such collection efforts after the date which is three (3) months after the
Closing Date; (iii) shall not be permitted to commence any legal proceedings against any tenant after the date which is one (1) year
after the Closing Date; provided, however, that, with respect to any legal proceedings that Seller has commenced prior to said date which
is one (1) year after the Closing Date, Seller shall be entitled to continue pursuing such legal proceedings until such legal proceedings
are resolved to Seller’s satisfaction; provided, further, that in no event shall Seller seek eviction of a tenant or the termination
of such tenant’s underlying lease. “Rents” shall mean all base rents, additional rent, operating expenses
and any other reimbursable charges and escalations due from the tenants of the Property under the Leases and Temporary Occupancy Agreements;
provided, however, Rents shall not include percentage rents, which shall be governed by Section 5.8 of this Agreement. Notwithstanding
the foregoing or anything to the contrary as contained in this Agreement, any and all prorations and/or credits with respect to Rents,
Security Deposits, Operating Expenses (as hereinafter defined), Tax Expense and Tax Receivables (as hereinafter defined) as provided for
in this Agreement shall in all events exclude any rents, reimbursements, deposits, receivables or expenses relating to any tenants, Leases
or Temporary Occupancy Agreements with respect to the Excluded Properties, and each respective Seller (or its affiliate) shall retain
all rights to all rents, deposits and reimbursements and shall remain responsible for all expenses in connection with or relating to such
Excluded Properties, the intent being that the respective Seller or its affiliate that owns any such Excluded Property shall retain all
the benefits and burdens as the owner of such Excluded Property from and after Closing. In the event that, subsequent to Closing, Sellers
receive any Rents from any tenant that are attributable to periods from and after the Closing Date, Sellers shall promptly forward the
same to Buyer.
b) Buyer
shall receive a credit against the Purchase Price in an amount equal to [****],
being the aggregate of: (i) [****] for
base rent and other charges which would have been payable by the tenant under that certain Lease by and between [****]
(as successor-in-interest to [****]
as successor-in-interest to [****]),
as “landlord,” and [****],
as “tenant”, dated as of [****],
as more particularly described on Exhibit “C”, if there had not been any co-tenancy failure thereunder,
(ii) [****] for base
rent and other charges which would have been payable by the tenant under that certain Lease by and between the [****]
Seller (as successor-in-interest to [****],
as successor-in-interest to [****],
as successor-in-interest to [****]),
as “landlord,” and [****] (as
successor-in-interest to [****],
as successor-in-interest to [****],)
[****], as “tenant”,
dated as of [****], as more
particularly described on Exhibit “C”, if there had not been any co-tenancy failure thereunder,
(iii) [****] for a concession
equal to the projected amount of lost revenue from [****] pursuant
to its Lease, (iv) [****] for
needed repairs to and/or replacement of the HVAC in the premises leased by [****]
pursuant to its Lease, (v) [****]
for needed repairs to and/or replacement of the HVAC in the premises leased by [****]
pursuant to its Lease, and (vi) [****]
for the amount by which the estimated bill for the real estate taxes actually due for the premises
leased by [****] exceeds the
amount of real estate taxes that [****] is
required to pay pursuant to its Lease. The foregoing romanettes (i)-(vi) are collectively referred to herein as the “Diligence
Credits” and the tenants are referred to herein as the “Diligence Credit Tenants”. Buyer shall
indemnify, defend, and hold harmless Sellers from and against any and all losses, costs, expenses, liabilities, claims and damages (including
reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers as a result of any Diligence Credit Tenants
bringing any claims against Sellers for Buyer’s failure to apply the Diligence Credits for the purposes as provided for herein.
c) Buyer
shall receive a credit against the Purchase Price in an amount equal to [****],
for the Gap Rent (hereinafter defined) for that certain Lease by and between [****]
Seller, as “landlord,” and [****],
as “tenant”, dated May 15, 2024 (the “[****]
Lease”), as more particularly described
on Exhibit “C”, for the time period commencing on the Closing Date (assuming the rent commencement
date under the [****] Lease
were to hypothetically occur on the Closing Date) until Tuesday, November 12, 2024 (“[****]
Gap Rent”), and [****]
Seller shall have no further obligation or liability whatsoever to Buyer for the [****]
Gap Rent. Further, notwithstanding anything to the contrary herein and for the avoidance of doubt,
if the rent commencement date for the [****] Lease
occurs prior to the Closing Date, then Buyer shall not be entitled to receive the [****]
Gap Rent as a credit against the Purchase Price and [****]
Seller shall have no obligation or liability whatsoever to Buyer for the [****]
Gap Rent.
This Section 5.1 shall survive
the Closing and not be merged therein.
5.2 Property
Operating Expenses. Operating Expenses (as hereinafter defined) for each Property shall be prorated as of 11:59 PM on the day prior
to the Closing Date. Each Seller shall pay all utility charges and other operating expenses attributable to the respective Property, if
any (collectively, the “Operating Expenses”), incurred prior to, but not including, the Closing Date (except
for those Operating Expenses, whether actually paid or unpaid, which are payable directly by tenants to such utility, service or other
provider for such tenant’s leased premises in accordance with its Lease) and Buyer shall pay all Operating Expenses attributable
to the Property on and after the Closing Date. All Operating Expenses paid or payable by the tenants in accordance with the Leases shall
be allocated between Sellers and Buyer, with Sellers responsible for periods prior to, but not including, the Closing Date and Buyer responsible
for all periods on and after the Closing Date, and all applicable amounts to be trued up between Sellers and Buyer in accordance with
this Section 5.2. Sellers agree to use commercially reasonable efforts to cause all meters for all public utilities (including water)
being used on the Properties to be read on the day of giving possession to Buyer or as soon as reasonably practical following the Closing
Date. Buyer shall use good faith, commercially reasonable efforts to arrange with such services and companies to have accounts opened
in Buyer’s name beginning at 12:01 AM on the Closing Date. To the extent that the amount of actual consumption of any utility services
is not determined prior to the Closing Date, a proration shall be made at Closing based on the last available reading. Sellers shall not
assign to Buyer any deposits which Sellers have with any of the utility services or companies servicing the Properties. Within ninety
(90) days following the Closing Date, each Seller shall deliver to Buyer a reconciliation statement of the Rents and Operating Expenses
for the Property which such Seller owns for the portion of the calendar year in which the Closing occurs that the Property was owned by
such Seller. Each Seller’s reconciliation statement shall include tenant invoice calculations and reasonable Rents and Operating
Expense invoice back-up. Within the thirty (30) day period following each Seller’s delivery of such reconciliation statement for
Rents and Operating Expenses, each Seller and Buyer shall work in good faith to resolve any issues with respect to such reconciliation
statements. Upon approval of the Rents and Operating Expense reconciliation statements, each Seller shall remit any amounts due to Buyer
within thirty (30) days and Buyer shall remit any amounts due to any Seller within thirty (30) days, or thirty (30) days of receipt of
same from tenants where same is a tenant obligation. Thereafter, Buyer shall be solely responsible for performing any Rents and Operating
Expense reconciliations with tenants under the Leases with respect to the entire calendar year in which the Closing occurs, provided that,
for a period of two hundred seventy (270) days after the Closing Date, Sellers agree to reasonably cooperate with Buyer’s performance
of such reconciliations at no material cost to Sellers. Buyer may include in any Rents and Operating Expense reconciliations with the
tenants under the Leases copies of any applicable billing statements and invoice back-up provided by Sellers for operating expenses incurred
by Sellers during the period of Sellers’ ownership of the Properties. This Section 5.2 shall survive the Closing and not be
merged therein.
5.3 Real
Estate Taxes and Assessments.
a) [****]
b) [****]
c) [****]
5.4 Costs
to be Paid by Sellers. Sellers shall pay or be charged with the following costs and expenses in connection with this transaction:
a) [****]
b) [****]
c) [****]
d) [****]
5.5 Costs
to be Paid by Buyer. Buyer shall pay the following costs and expenses in connection with this transaction:
a) [****]
b) [****]
c) [****]
d) [****]
e) [****]
f) [****]
g) [****]
h) [****]
5.6 Security
Deposits. Attached hereto as Schedule 5.6 is a list of all security deposits held by each Seller under the Leases
as of the Effective Date (excluding any leases with respect to the Excluded Properties) (the “Security Deposits”).
At Closing, the aggregate amount of all Security Deposits from the tenants under the Leases, to the extent paid by such tenants to a Seller
and not applied by such Seller prior to Closing in accordance with the Leases (including, without limitation, application by Seller against
any accounts receivable from such tenants that are due Seller), shall be credited to Buyer as a credit against the Purchase Price and
shall be retained by Seller free and clear of any and all claims on the part of tenants. From and after Closing, Buyer shall be responsible
for maintaining as Security Deposits and other deposits the aggregate amount so credited to Buyer in accordance with all applicable laws,
rules and regulations, and in accordance with the provisions of the Leases relevant thereto. This Section 5.6 shall survive
the Closing and not be merged therein.
5.7 Leasing
Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all unpaid Leasing Expenses
as of the Effective Date with respect to the Pending Leases and all Leases which exist as of the Effective Date (each an “Existing
Lease” and collectively, the “Existing Leases”). At (and subject to) Closing, Buyer shall (i) receive
a credit against the Purchase Price in the aggregate amount of all unpaid Leasing Expenses (less any amount of such Leasing Expenses
escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) with respect to the Pending Leases
and Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****],
by and between [****] Seller,
as “landlord”, and [****],
as “tenant”, as assigned to [****]),
and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed
by Seller on or before Closing pursuant to the Escrow Agreements) with respect to Pending Leases and Existing Leases that become due and
payable after Closing. In addition, Buyer shall be responsible for any and all Leasing Expenses in respect of any new lease (excluding
the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case,
was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement. If and to the extent
Buyer shall be responsible for any such Leasing Expenses in accordance with the foregoing, Buyer shall indemnify, defend, and hold harmless
Sellers from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees,
court costs and litigation expenses) suffered by Sellers as a result of Buyer’s failure to pay the aforementioned costs to the applicable
broker or tenant when they become due and payable.
For
purposes of this Agreement, “Leasing Expenses” shall mean, collectively, all leasing commissions, tenant
improvement allowances, and any other leasing incentives that are expressly set forth on Schedule 5.7 attached hereto.
All of the obligations of Buyer under this Section 5.7
shall survive Closing.
5.8 Percentage
Rent. If any tenant of the Properties is obligated to pay percentage rent based upon the calendar year or lease year in which the
Closing Date occurs, as determined based upon the period in which percentage rent is calculated under the applicable Lease (the “Percentage
Rent Year”), Buyer shall, within thirty (30) days after receipt of such payment with respect to the Percentage Rent Year,
pay to the applicable Seller that portion which is equal to the number of days which elapsed between the commencement date of the Percentage
Rent Year for each such tenant, and the Closing Date, and the total number of days in such Percentage Rent Year. If a Seller has received
payments of percentage rent based on any Percentage Rent Year in which the date of Closing occurs, in excess of such Seller’s share
as calculated above, such Seller shall promptly pay such excess to Buyer. This Section 5.8 shall survive the Closing and not be merged
therein.
5.9 Escrow
Agreements.
a) [****]
TIA Escrow Agreement. Notwithstanding anything
contained in the Agreement to the contrary, the tenant improvement allowance shown on Schedule 5.7 for the tenant
commonly known as [****] (“[****]”)
at the [****] Property (such
allowance, the “[****] TI
Allowance”) shall not be credited to Buyer at Closing, but in lieu thereof, [****]
Seller and [****] shall
enter into an escrow agreement for the [****] TI
Allowance in substantially the form as required under the pending lease with [****]
(the “Pending [****]
Lease”) at the [****]
Property (such escrow agreement, the “[****]
Escrow Agreement”), and [****]
Seller shall fund such escrow with the amount of the [****]
TI Allowance as of the date the Pending [****]
Lease is fully and validly executed by [****]
Seller and [****].
For the avoidance of doubt, Buyer shall not have any approval or consent rights over the [****]
Escrow Agreement prior to Closing.
| (i) | If the Pending [****]
Lease has been fully executed by [****]
Seller and [****] prior
to Closing, then, at Closing, [****] Seller
shall transfer, grant, convey, set over and assign to Buyer, and Buyer shall acquire and assume, all of [****]
Seller’s right, title, interest, powers, privileges, benefits, options or otherwise accruing to, and
obligations and duties of, the “lessor” or “landlord” (as the case may be), in, to and under the [****]
Escrow Agreement pursuant to the Assignment of Leases. The [****]
TI Allowance shall be disbursed in accordance with the express terms and conditions of the [****]
Lease and the [****] Escrow
Agreement, provided, however, that if a Tenant Termination Event (hereinafter defined) results in the termination of the Pending [****]
Lease at any time after Closing and prior to the disbursement of all funds escrowed pursuant
to the [****] Escrow Agreement,
then Buyer shall promptly deliver written notice of such Tenant Termination Event to Sellers and Escrow Agent, whereupon Escrow Agent
shall release all-remaining funds constituting the [****] TI
Allowance as Buyer’s sole and exclusive remedy, and, thereafter, neither party hereto shall have any further rights or obligations
with respect to the [****] TI
Allowance or the terminated Pending [****] Lease,
except for obligations that specifically survive the termination of this Agreement or the [****]
Escrow Agreement, respectively. If any such funds are released to Seller after a Tenant Termination
Event results in the termination of the Pending [****] Lease,
then Seller shall promptly remit all such funds disbursed to Seller after the occurrence of the Tenant Termination Event to Buyer. In
no event shall Buyer have the right to enter into any amendments or modifications to the [****]
Escrow Agreement or authorize disbursements to [****]
under the [****] Escrow
Agreement other than in accordance with the express terms and conditions of the [****]
Escrow Agreement, without [****]
Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. |
| (ii) | Notwithstanding anything to
the contrary in Section 5.9(a)(i), if a Landlord Termination Event (hereinafter defined) results in the termination of the Pending
[****] Lease at any time after
Closing and prior to the disbursement of all funds escrowed pursuant to the Pending [****]
Lease and the [****] Escrow
Agreement, then Buyer shall promptly cause the escrow agent holding the funds pursuant to the [****]
Escrow Agreement to release all then-remaining funds to [****]
Seller as its sole and exclusive remedy, and, thereafter, neither party hereto shall have any further rights
or obligations with respect to the [****] TI
Allowance or the terminated Pending [****] Lease,
except for obligations that specifically survive the termination of this Agreement or [****]
Escrow Agreement, respectively. If any such funds are released to Buyer after a Landlord Termination Event
results in the termination of the Pending [****] Lease,
then Buyer shall promptly remit all such funds disbursed to Buyer to [****]
Seller. |
b) At
Closing, in connection with the Pending [****] Lease,
the Pending [****] Lease and
the Pending [****] Lease (each
a “Pending Lease” and, collectively, the “Pending Leases”), [****]
Seller shall deposit in escrow with Escrow Agent an amount equal to the aggregate Gap Rent due under each
Pending Lease for the time period commencing on the Closing Date (assuming the rent commencement date under such Pending Leases were to
hypothetically occur on the Closing Date) until the date that is [****]
following the Closing Date, as set forth in Schedule 5.9(b) with respect
to each Pending Lease (the “Escrowed Gap Rent Amount”), which Escrowed Gap Rent Amount shall be held in escrow
by Escrow Agent and disbursed to Buyer (or the applicable Buyer-assignee) expressly as set for in the Gap Rent Escrow Holdback Agreement
attached hereto as Exhibit “M” (the “Gap Rent Escrow Holdback Agreement”).
Notwithstanding anything to the contrary in this Section 5.9(b) or in Schedule 5.9(b), Gap Rent for the
month in which Closing occurs (“Closing Month Gap Rent”) shall be prorated between [****]
Seller and Buyer in the same manner provided for Rents in Section 5.1(a) above; provided, however,
in no event shall Closing Month Gap Rent be included in the calculation of the Escrowed Gap Rent Amount. As used herein, “Gap
Rent” means the amount of monthly base rentals and any and all additional rent (except to the extent that the applicable
tenant is responsible for paying such additional rent during the period between the effective date of such tenant’s lease and the
rent commencement date of such tenant’s lease, or for reimbursing landlord for expenses incurred by landlord that are allocable
to the period between the effective date of such tenant’s lease and the rent commencement date of such tenant’s lease) that
would be due from tenant to landlord under each of the Pending Leases if the rent commencement date under such Pending Leases were to
hypothetically occur on the day Closing occurs until the rent commencement date of such Pending Lease, which monthly amount is conclusively
stated in Schedule 5.9(b). Further, notwithstanding anything to the contrary herein or in Schedule 5.9(b),
and for the avoidance of doubt, if the rent commencement date for a Pending Lease occurs prior to the Closing Date, then [****]
Seller shall not be obligated to deposit in escrow the Escrowed Gap Rent Amount attributable to such Pending
Lease and [****] Seller shall
have no obligation or liability whatsoever to Buyer for Gap Rent for such Lease.
| (i) | The funds escrowed pursuant to this Section 5.9(b) and the Gap Rent Escrow Holdback Agreement
shall be disbursed to Buyer in accordance with the Gap Rent Escrow Holdback Agreement and the applicable Pending Lease, provided, however,
that if a Tenant Termination Event results in the termination of any of the Pending Leases at any time after Closing and prior to the
disbursement of all funds escrowed pursuant to the Gap Rents Escrow Holdback Agreement, then Buyer shall promptly deliver written notice
of such Tenant Termination Event to Sellers and Escrow Agent, whereupon Escrow Agent shall release all-remaining funds constituting the
Escrowed Gap Rent Amount applicable to the Pending Lease terminated as a result of such Tenant Termination Event to Buyer, as Buyer’s
sole and exclusive remedy, and, thereafter, neither party hereto shall have any further rights or obligations with respect to such portion
of the Escrowed Gap Rent Amount or such terminated Pending Lease, except for obligations that specifically survive the termination of
this Agreement or the Gap Rent Escrow Holdback Agreement, respectively. If any such funds are released to Sellers after a Tenant Termination
Event results in the termination any of the Pending Leases, then Sellers shall promptly remit all such funds disbursed to Sellers after
the occurrence of the Tenant Termination Event to Buyer. |
| (ii) | If a Landlord Termination Event results in the termination of any of the Pending Leases at any time after
Closing and prior to the disbursement of all funds escrowed pursuant to the Gap Rents Escrow Holdback Agreement, then Buyer shall promptly
deliver written notice of such Landlord Termination Event to Sellers and Escrow Agent, whereupon Escrow Agent shall release all-remaining
funds constituting the Escrowed Gap Rent Amount applicable to the Pending Lease terminated as a result of such Landlord Termination Event
to Sellers, as Sellers’ sole and exclusive remedy, and, thereafter, neither party hereto shall have any further rights or obligations
with respect to such portion of the Escrowed Gap Rent Amount or such terminated Lease, except for obligations that specifically survive
the termination of this Agreement or the Gap Rent Escrow Holdback Agreement, respectively. If any such funds are released to Buyer after
a Landlord Termination Event results in the termination any of the Pending Leases, then Buyer shall promptly remit all such funds disbursed
to Buyer after the occurrence of the Landlord Termination Event to Sellers. |
| (iii) | As used in this Section 5.9, a “Tenant
Termination Event” shall mean and refer to the termination of a Pending Lease as a result of (A) the applicable tenant
exercising a unilateral termination right expressly granted to such tenant under such Pending Lease, or (B) any of the following
(any of the following being deemed a “Tenant Bankruptcy Event”): (t) the applicable tenant making
an assignment for the benefit of creditors; (u) the applicable tenant filing a voluntary petition under any state or federal bankruptcy
or insolvency law; (v) an involuntary petition alleging an act of bankruptcy or insolvency is filed against the applicable tenant
under any state or federal bankruptcy law that is not dismissed within ninety (90) days; (w) a petition is filed by or against (to
the extent not dismissed within ninety (90) days) the applicable tenant under the reorganization provisions of the United States Bankruptcy
Code or under the provisions of any state or federal law of like import; (x) a petition is filed by the applicable tenant under the
arrangement provisions of the United States Bankruptcy Code or similar state or federal law; (y) a receiver of the applicable tenant,
or of, or for, the property of the applicable tenant shall be appointed; or (z) the applicable tenant admits it is insolvent or is
not able to pay its debts as the mature. |
| (iv) | As used in this Section 5.9, a “Landlord
Termination Event” shall mean and refer to the termination of a Pending Lease for any reason other than a Tenant Termination
Event, including, without limitation (A) a default by Buyer (in its capacity as “landlord” or “lessor” under
the applicable Pending Lease) under the applicable Pending Lease or (B) Buyer’s exercise (in its capacity as “landlord”
or “lessor” under the applicable Pending Lease) of a right expressly granted to Buyer (in its capacity as “landlord”
or “lessor” under the applicable Pending Lease) under the applicable Pending Lease to terminate the applicable Pending Lease
following a default by the applicable tenant (other than a Tenant Bankruptcy Event) under the applicable Pending Lease, or as otherwise
may be expressly provided for in such Pending Lease. For the avoidance of doubt, the parties agree that any mutual termination right under
any Pending Lease shall be deemed a “Landlord Termination Event” and not a “Tenant Termination Event”. |
c) With
respect to the Landlord Work, at Closing, [****] Seller
shall deposit into escrow the Projected Completion Cost (hereinafter defined). At such time as the Actual Completion Cost is finally determined
by [****] Seller and Buyer,
pursuant to construction contracts and proposals entered into by Buyer for the completion of the Landlord Work, which contracts: (x) shall
be with any of the approved contractors set forth on Schedule 5.9(c), (y) shall have scopes of work consistent
with the Pending Leases and (z) shall be approved by [****]
Seller in its reasonable discretion (collectively, the “Contracts”), all as more
particularly described in, and governed by, the Landlord Work Escrow Agreement (hereinafter defined) applicable to the [****]
Landlord Work and [****]
Landlord Work, respectively, [****]
Seller shall either (i) be obligated to deposit an additional amount equal to the difference between
the amount deposited into escrow on the Closing Date and the Actual Completion Cost (if the Actual Completion Cost is greater than the
Projected Completion Cost), or (ii) be entitled to a release of an amount equal to the difference between the amount deposited into
escrow on the Closing Date and the Actual Completion Cost from escrow back to [****]
Seller promptly upon written notice from [****]
Seller to Escrow Agent and Buyer stating the amount by which [****]
Seller has overfunded the escrow (if the Actual Completion Cost is less than the Projected Completion Cost),
subject to the terms and conditions of the Landlord Work Escrow Agreement. The escrow described in this Section 5.9(c) shall
be governed by an escrow agreement for each applicable tenant substantially in the form of Exhibit “N-1”
attached hereto and made a part hereof (each a “Landlord Work Escrow Agreement” and, collectively, the “Landlord
Work Escrow Agreements”), which Landlord Work Escrow Agreements shall be executed by [****]
Seller, Buyer and the Escrow Agent at Closing. For the avoidance of doubt, all amounts escrowed under this
Section 5.9(c) shall be kept segregated by Escrow Agent. As used herein, the “Projected Completion Cost”
shall mean [****] of the amount
budgeted for the [****] Landlord
Work and the [****] Landlord
Work, respectively, by [****] Seller,
as reflected on [****] Seller’s
budget set forth on Exhibit “N-2” attached hereto. As used herein, the “Actual Completion
Cost” shall mean [****] of
the actual cost to complete the outstanding [****] Landlord
Work and [****] Landlord Work,
as applicable, after Closing pursuant to the Contracts (to the extent the outstanding work is the responsibility of landlord and the outstanding
work is not subject to payment or reimbursement by the applicable tenant). In consideration of the escrow contemplated by this Section 5.9(c),
Buyer hereby expressly assumes the obligation to make such payments under the Contracts following the Closing Date, subject to the terms
and conditions of the Landlord Work Escrow Agreements and the Pending Leases, and Buyer shall indemnify, defend and hold Sellers harmless
from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court
costs and litigation expenses) suffered by Sellers as a result of Buyer’s failure to pay the aforementioned costs under the Contracts
when they become due and payable in accordance with the Landlord Work Escrow Agreements and the Pending Leases.
| (i) | The funds escrowed pursuant to this Section 5.9(c) and the Landlord Work Escrow Agreements shall
be disbursed to Buyer in accordance with the applicable Landlord Work Escrow Agreement and the applicable Pending Lease, provided, however,
that if a Tenant Termination Event results in the termination of any of the Pending Leases at any time after Closing and prior to the
disbursement of all funds escrowed pursuant to the applicable Landlord Work Escrow Agreement, then Buyer shall promptly deliver written
notice of such Tenant Termination Event to Sellers and Escrow Agent, whereupon Escrow Agent shall release all-remaining funds being held
in escrow pursuant to the applicable to the Landlord Work Escrow Agreement to Buyer, as Buyer’s sole and exclusive remedy, and,
thereafter, neither party hereto shall have any further rights or obligations with respect to such funds or such terminated Pending Lease,
except for obligations that specifically survive the termination of this Agreement or the applicable Landlord Work Agreement, respectively.
If any such funds are released to Sellers after a Tenant Termination Event results in the termination any of the Pending Leases, then
Sellers shall promptly remit all such funds disbursed to Sellers after the occurrence of the Tenant Termination Event to Buyer. |
| (ii) | If a Landlord Termination Event
results in the termination of any of the Pending Leases at any time after Closing and prior to the disbursement of all funds escrowed
pursuant to the applicable Landlord Work Escrow Agreement, then Buyer shall promptly deliver written notice of such Landlord Termination
Event to Sellers and Escrow Agent, whereupon Escrow Agent shall release all-remaining funds being held in escrow pursuant to the applicable
to the Landlord Work Escrow Agreement to [****] Seller,
as [****] Seller’s sole
and exclusive remedy, and, thereafter, neither party hereto shall have any further rights or obligations with respect to such funds or
such terminated Pending Lease, except for obligations that specifically survive the termination of this Agreement or the applicable Landlord
Work Agreement, respectively. If any such funds are released to Buyer after a Landlord Termination Event results in the termination any
of the Pending Leases, then Buyer shall promptly remit all such funds disbursed to Buyer after the occurrence of the Landlord Termination
Event to [****] Seller. |
SECTION 6 POSSESSION
AND CLOSING.
6.1 Closing.
The transaction contemplated herein shall be closed via an escrow established at the office of the Escrow Agent at such time and on such
date as may be agreed upon by Buyer and Sellers; provided, however, that the closing shall occur on or before 3:00 PM (Eastern Time) on
the thirtieth (30th) day following the Effective Date. The time and date of such closing is referred to herein as the “Closing
Date” or the “Closing”.
6.2 Sellers’
and Buyer’s Closing Deliveries.
a) To
effect the Closing, each Seller shall deliver to the Escrow Agent the following with respect to such Seller’s Property:
| (i) | the Deed, and if requested by Buyer, a quitclaim
deed conveying the Real Property based upon the legal description derived from the Survey (a “Quitclaim Deed”);
provided, however, that the applicable Survey must be certified to the applicable Seller, and any such Quitclaim Deed shall be in a form
reasonably acceptable to Seller and the Title Company, shall be in proper form for recording and shall be strictly in addition to, and
recorded after, the Deed; |
| (ii) | signed counterparts of the Assignment
of Leases (which shall include an assignment and assumption of the [****]
Escrow Agreement); |
| (iii) | a certificate and affidavit of non-foreign status affirming that such Seller is not a “foreign person”
which would subject the Buyer to the withholding tax provisions of Section 1445 of the Internal Revenue Code of 1986, as amended; |
| (iv) | a completed 1099-S request for taxpayer identification number and certification and acknowledgment; |
| (v) | the Title Affidavit, in
the form required pursuant to Section 3.2 hereof, and, with respect to the [****]
Property, a North Carolina Land Title Association (“NCLTA”) Form 1, confirming
there has been no construction and/or work performed at the Property in the one hundred twenty (120) day period preceding Closing, with
such other revisions as may be reasonably requested by [****]
Seller and approved by the Title Company, provided that, such form is sufficient for the Title Company to
issue the Title Policy without the standard, preprinted exception for mechanic’s liens; |
| (vi) | signed notices to all tenants and other occupants of the Property, substantially in the form of Exhibit “E”
attached hereto and made a part hereof (the “Tenant Notice Letters”), advising them of the sale of the Property
and directing them where to send all future rent and notices; |
| (vii) | signed notices to any third
parties subject to any title matters disclosed in a Commitment, advising them of the sale of the respective Property, as any Seller may
deem reasonably necessary based on any notice requirements in such title matters, including, without limitation, the notices required
pursuant to (i) [****];
and (ii) [****]; |
| (viii) | certificates or resolutions of Seller authorizing the sale of the Property pursuant to this Agreement
and the authority of the officer executing the closing documents on behalf of Seller; |
| (ix) | a Bill of Sale and General Assignment in favor of Buyer conveying Seller’s interest, if any and
without warranty, in and to the Fixtures, the Personal Property, the Intellectual Property, the Entitlements, the Warranties and the Permits,
substantially in the form of Exhibit “F” attached hereto and made a part hereof (the “General
Assignment”); |
| (x) | a certificate reaffirming and/or updating Seller’s representations and warranties set forth in Section 9.1
below, substantially in the form of Exhibit “I” attached hereto (the “Bring Down Certificate”);
provided, however, that Buyer’s remedies for a change in Seller’s representations and warranties identified in the Bring Down
Certificate shall be governed exclusively by Section 9.1; |
| (xi) | an updated Rent Roll (as hereinafter defined) dated no earlier than five (5) days prior to Closing; |
| (xii) | properly-completed property transfer tax affidavits, returns and forms, in form and substance appropriate
to the jurisdiction in which the Property is located and required by the applicable governmental authority; |
| (xiii) | with respect to each Excluded Property, a License
Agreement in favor of Seller, granting Seller (or its affiliate) the non-exclusive right to use the Intellectual Property, substantially
in the form of Exhibit “K” attached hereto and made a part hereof (the “License
Agreement”); |
| (xiv) | an Assignment and Assumption of Agreement(s) duly
executed by each respective Seller in the form of Exhibit “O” attached hereto (the “Assignment
of Agreements”), such Assignment of Agreements to be recorded in the applicable land records at Closing and following the
Deed, and such recording to be at Buyer’s sole cost and expense, pursuant to which the respective Seller assigns to Buyer and Buyer
assumes from such Seller all of such Seller’s right, title and interest (as and if any, and including, but not limited to, any rights
that Seller may has as “Declarant”, “Developer” or other such title) in, to and under those certain reciprocal
easement agreements, restriction documents, covenants agreements, permits and the like affecting the Properties, as more particularly
set forth on Schedule 6.2(a)(xiv) attached hereto (collectively, the “REAs”), to the
extent applicable to such Seller’s Property; provided, however, such assignment shall be without representation or warranty by such
Seller, shall be at no cost, expense or liability to such Seller, and shall not amend, modify, limit, impair, assign or transfer any rights
or interests of such Seller or such Seller’s affiliates in and to the Excluded Properties; |
| (xv) | a broker lien waiver from each of Sellers’ brokers, in the form and substance reasonably satisfactory
to the Escrow Agent; |
| (xvi) | with respect to the [****]
Property and the [****] Seller
only, the Gap Rent Escrow Holdback Agreement and the Landlord Work Escrow Agreements (the “[****]
Escrow Agreements”, and together with the [****]
Escrow Agreement, collectively, the “Escrow Agreements”); |
| (xvii) | a settlement statement with respect to the Closing; and |
| (xviii) | provided that the Pending [****]
Lease has been fully executed prior to Closing, a fully executed copy of the [****]
Escrow Agreement. |
Seller
and Buyer each hereby acknowledge and agree that in the event [****]
Seller is unable to deliver the NCLTA Form 1 confirming there has been no construction and/or work
performed at the [****] Property
in the one hundred twenty (120) day period preceding Closing pursuant to Section 6.2(a)(5) above, and as such, the Title Company
is unwilling to issue Buyer’s Title Policy without any exception for mechanic’s liens, then such event shall not be a Seller
Default, but Buyer shall have the right to terminate this Agreement, whereupon the Escrow Agent shall promptly deliver the Earnest Deposit
to Buyer, and none of the parties hereto shall have any further rights or obligations hereunder except for obligations that specifically
survive the termination of this Agreement.
b) In
addition, within three (3) business days following the Closing, each Seller shall deliver to Buyer all Leases and any amendments,
guarantees and other documents relating thereto, including all tenant Lease files, to the extent in Seller’s possession and all
of the keys, access cards and combinations to locks and other security devices related to the Property in such Seller’s possession.
c) Intentionally
omitted.
d) To
effect the Closing, Buyer shall deliver to the Escrow Agent the following with respect to each Property:
| (i) | original signed counterparts of the Assignment of Leases, the Tenant Notice Letters, the General Assignment,
the License Agreement and the Assignment of Agreements; |
| (ii) | with respect to the [****]
Property only, original signed counterparts of the Escrow Agreements; |
| (iii) | a settlement statement with respect to the Closing; |
| (iv) | such other closing documents as may be reasonably necessary to consummate the transactions contemplated
herein; and |
| (v) | a letter to Seller on Buyer’s letterhead directing Seller where any amounts delivered by the tenants
to Seller following the Closing that relate to Buyer’s period of ownership and any other amounts owed to Buyer pursuant hereto should
be delivered, including, without limitation, Buyer’s wiring instructions. |
e) Unless
otherwise provided herein, all documents and funds necessary for Closing shall be deposited in escrow as of 1:00 PM Eastern Time on the
Closing Date. At Closing, the Escrow Agent shall simultaneously:
| (i) | deliver the Deeds and any Quitclaim Deeds requested by Buyer to Buyer by filing the Deeds and the Quitclaim
Deeds for record in the public records for the jurisdiction in which the Property is located; |
| (ii) | pay to Sellers the Purchase Price less any credits and adjustments to which Buyer is entitled, charge
Seller and Buyer for the closing costs as set forth in Section 5 above, disburse the Earnest Deposit to Sellers, all in accordance
with the agreed upon settlement statement and deposit all funds to be escrowed pursuant to the Escrow Agreements in accordance with the
Escrow Agreements; |
| (iii) | cause the Title Company to issue each Title Policy; and |
| (iv) | Sellers shall deliver exclusive possession of the Properties to Buyer at the Closing, subject to the rights
of any parties under the Permitted Exceptions. |
f) Within
three (3) business days following the Closing Date, Buyer shall assemble fully executed versions of the Tenant Notice Letters and
send them to the tenants pursuant to the Leases and Temporary Occupancy Agreements. Copies of the fully executed Tenant Notice Letters,
together with evidence of their delivery, shall be provided to Seller within three (3) business days following Buyer’s receipt
of confirmation of delivery to the tenants. The provisions of this Section 6.2(f) shall survive Closing.
6.3 Estoppels.
a) In
accordance with the further terms and conditions of this Section 6.3, Sellers shall use their commercially reasonable efforts to
obtain and deliver to Buyer a Satisfactory Tenant Estoppel (as hereinafter defined) from all the tenants under the Leases. Notwithstanding
the foregoing, at a minimum Sellers shall deliver to Buyer no later than two (2) business days prior to Closing the following:
| (i) | for the [****]
Property, a Satisfactory Tenant Estoppel from all tenants of the [****]
Property set forth on Schedule 6.3 attached hereto (each a “[****]
Major Tenant” and, collectively, the “[****]
Major Tenants”); |
| (ii) | for the [****]
Property, a Satisfactory Tenant Estoppel from: (x) all tenants of the [****]
Property set forth on Schedule 6.3 attached hereto (each a “[****]
Major Tenant” and, collectively, the “[****]
Major Tenants”); and (ii) tenants under the Leases
of the [****] Property leasing
not less than [****] of the
remaining open and occupied gross leasable area of the [****]
Property with an original term of more than twelve (12) months (excluding from such remaining open and occupied
gross leasable area any space occupied by the [****] Major
Tenants); and |
| (iii) | for the [****]
Property, a Satisfactory Tenant Estoppel from: (x) all tenants of the [****]
Property set forth on Schedule 6.3 attached hereto (each a “[****]
Major Tenant” and, collectively, the “[****]
Major Tenants”); and (ii) tenants under the Leases
of the [****] Property leasing
not less than [****] of the
remaining open and occupied gross leasable area of the [****]
Property with an original term of more than twelve (12) months (excluding from such remaining open and occupied
gross leasable area any space occupied by the [****] Major
Tenants). |
The
Satisfactory Tenant Estoppels required to be delivered pursuant to subparts (i) – (iii) in the preceding sentence and
that are a condition to Buyer’s obligation to Closing as more particularly set forth herein are defined collectively as the “Required
Estoppels”. The [****] Major
Tenants, the [****] Major
Tenants and the [****] Major
Tenants are each referred to individually herein as a “Major Tenant” and are collectively referred to herein
as the “Major Tenants”.
b) For
purposes of this Agreement, “Satisfactory Tenant Estoppel” shall mean a tenant estoppel certificate (1) substantially
in the form of Exhibit “G” attached hereto and made a part hereof; provided, however, that if any
tenant is required or permitted under the terms of its Lease to provide less information or to otherwise make different statements in
a certification of such nature than are set forth on Exhibit “G”, or if a tenant otherwise provides
an estoppel certificate consistent with such tenant’s standard form of estoppel certificate that such tenant customarily provides,
then Buyer shall accept any estoppel certificate and any modifications made to such estoppel certificate to the extent that such changes
are consistent with the minimum requirements set forth in such tenant’s Lease, and (2) that does not (A) disclose therein
any bona fide, material default or claim any bona fide, material default by a Seller under such tenant’s Lease or (B) disclose
such tenant making an assertion that there are amounts due from Seller to such tenant allocable to periods prior to the Closing unless
under the terms of this Agreement or otherwise in writing Seller has agreed to pay the same or give a credit for the same to Buyer. Notwithstanding
the immediately preceding sentence, Buyer shall have no right to object to any tenant estoppel certificate that discloses anything in
the foregoing sentence that Buyer had actual knowledge of prior to the Effective Date, including, without limitation, any of the matters
identified in Section 5.1(b), and Buyer acknowledges and agrees that Buyer has had an opportunity to review a completed (but unsigned)
version of the tenant estoppel certificate requested by Seller from each tenant under the Leases (the “Buyer-Reviewed Estoppels”),
that the Buyer-Reviewed Estoppels were substantially in the form of Exhibit “G” attached hereto
and made a part hereof when reviewed, that Buyer approved the Buyer-Reviewed Estoppels on June 27, 2024, and that, if any such Buyer-Reviewed
Estoppels are executed by the applicable tenant and returned to Seller, and subsequently delivered to Buyer in accordance with this Section 6.3,
then the same shall constitute a Satisfactory Tenant Estoppel.
c) Buyer
shall, within three (3) business days after Buyer's receipt of any executed tenant estoppels from Sellers, respond to Sellers in
writing with any specific comments or concerns that Buyer has with respect to such tenant estoppels as a result of Buyer's review of such
tenant estoppels and the applicable Lease for such tenant. If Buyer fails to respond to Sellers within such three (3) business day
period, the tenant estoppels delivered by Seller shall be deemed accepted by Buyer.
d) Sellers
shall request tenant estoppels from all the tenants under Leases and agrees to promptly provide all draft and executed tenant estoppels
to the Buyer whether or not Seller has achieved the thresholds in Section 6.3(a) above.
e) In
the event Sellers fail to obtain the Required Estoppels in accordance with this Section 6.3, Sellers shall have the right, upon written
notice to Buyer no later than one (1) business day prior to Closing, to extend the Closing Date by up to twenty-one (21) days in
order to allow Sellers additional time to obtain all Required Estoppels. Sellers shall have no obligation to update any Tenant Estoppels
described in this Section 6.3 at or prior to Closing. Notwithstanding anything contained herein to the contrary, if Buyer has not
received the Required Estoppels in accordance with the terms of this Section 6.3 at or before the scheduled Closing (as may be extended),
Sellers shall not be deemed in default of this Agreement, but rather a failure of a condition to Closing shall have occurred, and Buyer
shall have the right to (i) terminate this Agreement by delivery of written notice to Sellers, in which event the Earnest Deposit
shall be returned to Buyer promptly and neither Sellers nor Buyer shall have any further rights or obligations hereunder, except for those
obligations which are expressly stated in this Agreement to survive any termination of this Agreement, or (ii) waive such requirement
and proceed to Closing.
6.4 Covenants
of Seller Pending Closing.
a) From
and after the Effective Date each Seller shall not, except as set forth on Schedule 6.4 attached hereto: (i) amend,
modify, cancel, terminate, extend, renew or otherwise change or supplement in any manner the terms and provisions of the Leases, Pending
Leases, Cable Agreements or Temporary Occupancy Agreements (but the foregoing shall not prevent landlord from accepting any notice of
extension, cancellation or other action received from a tenant pursuant to an elective right expressly set forth in its Lease); (ii) enter
into any contracts for services or otherwise that may be binding upon the Property following Closing or upon Buyer; (iii) grant any
easements on or further encumber (other than a Future Mortgage) the Property; (iv) enter into any construction contracts, subcontracts,
architecture and engineering agreements, and similar agreements relating to the design, development and construction of the Landlord Work;
or (v) enter into any new leases or occupancy agreements in the Property, including, without limitation, the Pending Leases (to the
extent that any of the economic terms therein are modified from and after August 1, 2024), in each instance without the express prior
written consent of Buyer, which consent shall be given in Buyer’s sole and absolute discretion. Buyer agrees to deliver to Seller
such consent or refusal of consent, in writing (and in the event Buyer refuses consent, Buyer shall include with such written refusal,
with reasonable specificity, Buyer’s reasons for refusing consent), within four (4) business days after receipt of a written
request from Seller seeking any such consent. In the event Buyer fails to deliver to Seller such consent or refusal of consent (including
Buyer’s reasons therefor), in writing, within four (4) business days after receipt of a written request from Seller, Buyer
shall be deemed to have consented, in all respects, to any and all matters set forth in the written request from Seller. Notwithstanding
the foregoing or anything to the contrary as contained in this Agreement, Sellers are expressly permitted, without any consent required
from Buyer, to enter into, amend, modify, cancel or otherwise change any contracts, or new leases that relate only to any Excluded Property
and not to the Properties.
b) From
the Effective Date through the Closing Date, each Seller shall continue to operate the Property in substantially the same manner as Seller
has prior to the Effective Date; provided, however, Seller’s obligations under this Section 6.4(b) shall not include any
obligation (i) to perform any repairs, replacements or improvements to the Property, or (ii) to pay any other expenditure not
in the ordinary day-to-day maintenance of the Property. In addition, as of the Closing Date, the Properties will no longer be insured
under each Seller’s insurance program, and Buyer shall be solely responsible for maintaining insurance on the Properties on and
after the Closing Date.
c) During
the period commencing on the Closing Date and ending on the date that is the later to occur of (i) the expiration of the Survival
Period, and (ii) the date of final resolution of any claim as asserted hereunder by Buyer pursuant to the terms and conditions set
forth herein, Sellers shall remain validly existing and in good standing under the laws of the State of Delaware and shall maintain an
aggregate liquid net worth of not less than [****] (the
“Financial Covenant”).
d) Roof
Warranties:
| (i) | During the period between the Effective Date
and the Closing Date, Seller shall permit Buyer and Buyer’s representatives, employees, agents, contractors and consultants (collectively,
“Buyer’s Agents”) to enter the Real Properties at any time for the purpose of conducting such inspections
as may be reasonably required by the issuers of the Roof Warranties in connection with the transfer of such Roof Warranties to Buyer (collectively,
the “Roof Inspections”). Buyer shall promptly repair any damage to the Properties to the extent attributable
to the conduct of the Roof Inspections, and shall promptly return the Properties to substantially the same condition as existed prior
to the conduct thereof. No Roof Inspections shall be conducted without Sellers’ approval as to the time and manner thereof, which
approval shall not be unreasonably withheld, conditioned or delayed. If Buyer delivers notice to a Seller requesting any Roof Inspection(s) (which
notice shall specify the time and manner of the requested Roof Inspection(s)), then, if a Seller does not respond to such request within
two (2) business days following said Seller’s receipt of such request, Buyer shall have the right to deliver a second notice
stating in bold font as follows: BUYER HEREBY PROVIDES THIS SECOND REQUEST FOR APPROVAL OF ROOF INSPECTIONS TO SELLER. SELLER SHALL HAVE
AN ADDITIONAL ONE (1) BUSINESS DAY TO RESPOND TO THIS REQUEST FOR APPROVAL OF ROOF INSPECTIONS AS SET FORTH IN BUYER’S ORIGINAL
REQUEST DELIVERED TO SELLER VIA [insert notice method (e.g. email)] ON [insert date of notice], AND SELLER’S FAILURE TO RESPOND
WITHIN SAID ADDITIONAL ONE (1) BUSINESS DAY PERIOD SHALL BE DEEMED TO CONSTITUTE SELLER’S APPROVAL OF SUCH REQUESTED ROOF INSPECTIONS.
If Seller does not respond to Buyer’s request within such additional one (1) business day period, then Seller shall be deemed
to have approved the requested Roof Inspection(s) (provided that Seller shall only be deemed to have approved the requested Roof
Inspection(s), and time and manner thereof, specifically identified in Buyer’s original notice to Seller and any additional Roof
Inspections shall require Seller’s prior written approval in accordance with the procedures set forth in this Section 8.2(a)).
Sellers shall have the right to have a representative present during any Roof Inspection. Any such Roof Inspection shall be subject to
any limitation under the Leases and shall be performed in a manner which does not interfere with the use, operation, or enjoyment of the
Real Properties in any material respect, including, but not limited to, the rights of any tenant on the Real Properties. |
| (ii) | Buyer hereby agrees (x) to
defend Sellers from and against all claims and demands, including any action or proceeding brought thereon (collectively, “Claims”),
and (y) to indemnify and hold harmless Sellers from and against any actual losses, liabilities (solely to the extent actually paid
out, out-of-pocket by Sellers), damages (solely to the extent actually paid out, out-of-pocket by Sellers), and reasonable documented
out-of-pocket costs and expenses actually incurred by Sellers (collectively, “Losses”), in each case, to the
extent resulting from or arising out of Buyer’s entry onto and/or Roof Inspections of the Property (whether conducted directly by
Buyer or by Buyer’s Agents). Notwithstanding the foregoing, under no circumstances shall Buyer be liable to or required to indemnify
Sellers for (A) any Losses that result from (i) the Buyer’s or Buyer’s Agents’ mere discovery of existing
conditions at the Property (except to the extent exacerbated by Buyer or Buyer’s Agents), or (ii) the gross negligence or willful
misconduct of Seller (or any tenant) or their respective agents, licensees, invitees, employees, contractors, affiliates, property managers,
lenders, investors, officers or directors. Buyer shall carry commercial general liability insurance covering all activities conducted
by Buyer and Buyer’s Agents on the Properties. Such insurance shall have limits of not less than [****]
for personal injury to or death of any one person, [****]
for personal injury to or death of any number of persons in any one accident and [****]
for property damage, and shall name Sellers and [****],
as additional insureds. Insurance carried by Buyer shall be primary and non-contributory to any insurance carried by Sellers. Prior to
any entry onto the Properties by Buyer or its agents or representatives, and as a condition to Buyer’s right to enter onto the Properties,
Buyer shall provide proof of such insurance to Sellers. |
| (iii) | Sellers agree (A) to reasonably cooperate with Buyer, at no material cost or expense to Sellers,
to cause the issuers of the Roof Warranties to approve the transfer of the Roof Warranties to Buyer at or following Closing, and (B) if
and to the extent the Roof Warranties are transferable at no cost or expense to Sellers, and without liability to Sellers, as reasonably
determined by Sellers, in Sellers’ sole and absolute discretion, to execute and deliver an assignment of the Roof Warranties on
the issuers’ standard forms to Buyer at or following Closing. |
The provisions of this Section 6.4 shall
survive Closing and delivery of the Deeds; provided, however, that, notwithstanding anything in the immediately preceding clause, Sellers’
obligations pursuant to Section 6.4(d)(iii) shall expire thirty (30) days after the Closing Date, and thereafter Sellers shall
have no further obligations or liability whatsoever pursuant to said Section 6.4(d)(iii).
6.5 Conditions
Precedent to Closing.
a) The
obligations of the Buyer to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction
of each of the following conditions not later than the Closing, any of which may be waived by the Buyer in its sole discretion by written
notice to the Sellers at or prior to Closing:
| (i) | The Sellers shall have performed, in all material respects, all covenants, agreements, and undertakings
of the Sellers contained in this Agreement, including without limitation, the delivery of the items required under Section 6.2 hereof; |
| (ii) | Other than with respect to a Permitted Change (as hereinafter defined), all representations and warranties
of the Sellers hereunder shall be true and correct in all material respects as of the Effective Date and as of the Closing Date; |
| (iii) | Seller shall have delivered the Required Estoppels to Buyer (which may be satisfied by the delivery of
electronic copies of the Required Estoppels); |
| (iv) | At least three (3) business days prior to
the Closing Date, the Sellers shall provide to the Buyer an updated Rent Roll (dated no earlier than five (5) days prior to the Closing
Date), and drafts of the updated Schedules to be attached to the Bring Down Certificate (excluding, however, Schedule 9.1(m)); |
| (v) | The [****]
Seller shall have delivered to the Buyer the fully executed Pending Leases (which may be satisfied by the
delivery of electronic copies of the fully executed Pending Leases); and |
| (vi) | The Title Company can and will, upon the occurrence of Closing and the payment by the Buyer and Seller,
of the applicable premiums, issue each Title Policy without exception for any mechanics’ liens (except for any waived by Buyer pursuant
to Section 3.2(c) and/or 6.2(a) above) and otherwise in the form required pursuant to Section 3.2(a) of this
Agreement; and |
| (vii) | At least five (5) business
days prior to the Closing Date, the [****] Seller
and Buyer shall have mutually agreed on and finalized the forms of the [****]
Escrow Agreements and finalized Exhibit “M” and Exhibit “N-1”
and replaced such Exhibit “M” and Exhibit “N-1” attached hereto
with such finalized Exhibit “M” and Exhibit “N-1”. |
If
any of the foregoing conditions set forth in Section 6.5(a) above have not been satisfied or performed by Sellers or waived
in writing by Buyer on or as of the Closing Date, Buyer shall have the right, at Buyer’s option, either: (i) to extend the
Closing Date on a day-for-day basis until such condition is satisfied, not to exceed thirty (30) days in the aggregate; provided, however,
that in no event shall Closing occur later than [****] (the
“Outside Closing Date”), (ii) to terminate this Agreement by giving written notice to Sellers, in which
event the Earnest Deposit shall be returned to Buyer by the Escrow Agent and no party hereto shall have any further obligations hereunder
except for such obligations and indemnities which expressly survive the termination of this Agreement; (iii) to waive the satisfaction
of such condition and consummate the purchase and sale of the Property, or (iv) if such failure of a condition constitutes a Seller
Default (hereinafter defined), to proceed pursuant to Section 10.1 of this Agreement. If Buyer elects to extend the Closing Date
pursuant to subclause (i) above, and after such extension the condition precedent is still not satisfied, then Buyer may elect to
exercise its rights set forth in subclauses (ii), (iii) or (iv) above.
b) The
obligations of the Sellers to consummate the transaction contemplated hereunder shall in all respects be conditioned upon the satisfaction
of each of the following conditions not later than the Closing, any of which may be waived by the Sellers in its sole discretion by written
notice to the Buyer at or prior to Closing:
| (i) | Buyer shall have performed, in all material respects, all covenants, agreements, and undertakings of the
Buyer contained in this Agreement, including without limitation, the delivery of the items required under Section 6.2 hereof; |
| (ii) | The [****]
Seller shall have received the Pending Leases executed by each of the applicable tenants thereto (which
may be satisfied by the delivery of electronic copies of the partially executed Pending Leases by such tenants); and |
| (iii) | At least five (5) business
days prior to the Closing Date, the [****] Seller
and Buyer shall have mutually agreed on and finalized the forms of the [****]
Escrow Agreements and finalized Exhibit “M” and Exhibit “N-1”
and replaced such Exhibit “M” and Exhibit “N-1” attached hereto
with such finalized Exhibit “M” and Exhibit “N-1”. |
If any of the foregoing conditions
set forth in Section 6.5(b) above have not been satisfied or performed by Buyer or waived in writing by Sellers on or as of
the Closing Date, Sellers shall have the right, at Sellers’ option, either: (i) to extend the Closing Date on a day-for-day
basis until such condition is satisfied, not to exceed thirty (30) days in the aggregate; provided, however, that in no event shall Closing
occur later than the Outside Closing Date, (ii) to terminate this Agreement by giving written notice to Buyer, in which event the
Earnest Deposit shall be returned to Buyer by the Escrow Agent and no party hereto shall have any further obligations hereunder except
for such obligations and indemnities which expressly survive the termination of this Agreement; (iii) to waive the satisfaction of
such condition and consummate the purchase and sale of the Property, or (iv) if such failure of a condition constitutes a Buyer Default,
to proceed pursuant to Section 10.1 of this Agreement. If Sellers elects to extend the Closing Date pursuant to subclause (i) above,
and after such extension the condition precedent is still not satisfied, then Sellers may elect to exercise its rights set forth in subclauses
(ii), (iii) or (iv) above.
SECTION 7 CONDITION
OF PROPERTY.
7.1 “As-Is”
Condition. BUYER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT BUYER WILL HAVE, AS OF CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE
STATUS OF TITLE TO THE PROPERTIES AND THE PHYSICAL CONDITION OF THE PROPERTIES TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE
BUYER TO EVALUATE THE PURCHASE OF THE PROPERTIES. BUYER HEREBY FURTHER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT, BUYER IS RELYING UPON THE INSPECTION, EXAMINATION, AND EVALUATION OF THE PHYSICAL CONDITION OF
THE PROPERTIES BY BUYER AND HAS NOT RELIED UPON ANY WRITTEN OR ORAL REPRESENTATIONS, WARRANTIES OR STATEMENTS, WHETHER EXPRESS OR IMPLIED,
MADE BY SELLERS, OR ANY PARTNER OF SELLERS, OR ANY AFFILIATE, AGENT, EMPLOYEE, OR OTHER REPRESENTATIVE OF ANY OF THE FOREGOING OR BY ANY
BROKER OR ANY OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLERS WITH RESPECT TO THE PROPERTIES, THE CONDITION OF THE PROPERTIES
OR ANY OTHER MATTER AFFECTING OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY. BUYER IS PURCHASING, AND AT CLOSING WILL ACCEPT, THE
PROPERTIES ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATIONS, WARRANTIES
AND/OR COVENANTS, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE; EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6.4 HEREOF, BUYER ACKNOWLEDGES THAT SELLERS HAVE MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE
THE PROPERTIES OR THE IMPROVEMENTS.
AS USED IN THE PRIOR PARAGRAPH,
THE TERM “CONDITION OF THE PROPERTIES” MEANS THE FOLLOWING MATTERS: (I) THE QUALITY, NATURE AND ADEQUACY OF THE PHYSICAL
CONDITION OF THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THE QUALITY OF THE DESIGN, LABOR AND MATERIALS USED TO CONSTRUCT THE
IMPROVEMENTS INCLUDED IN THE PROPERTIES; THE CONDITION OF STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, GLASS, MECHANICAL, PLUMBING, ELECTRICAL,
HVAC, SEWAGE, AND UTILITY COMPONENTS AND SYSTEMS; THE CAPACITY OR AVAILABILITY OF SEWER, WATER, OR OTHER UTILITIES; THE GEOLOGY, FLORA,
FAUNA, SOILS, SUBSURFACE CONDITIONS, GROUNDWATER, LANDSCAPING, AND IRRIGATION OF OR WITH RESPECT TO THE PROPERTIES; THE LOCATION OF THE
PROPERTIES IN OR NEAR ANY SPECIAL TAXING DISTRICT, FLOOD HAZARD ZONE, WETLANDS AREA, PROTECTED HABITAT, GEOLOGICAL FAULT OR SUBSIDENCE
ZONE, HAZARDOUS WASTE DISPOSAL OR CLEAN-UP SITE, OR OTHER SPECIAL AREA; THE EXISTENCE, LOCATION, OR CONDITION OF INGRESS, EGRESS, ACCESS,
AND PARKING; THE CONDITION OF THE PERSONAL PROPERTY AND ANY FIXTURES; AND THE PRESENCE OF ANY ASBESTOS OR OTHER HAZARDOUS MATERIALS, DANGEROUS,
OR TOXIC SUBSTANCE, MATERIAL OR WASTE IN, ON, UNDER OR ABOUT THE PROPERTIES AND THE IMPROVEMENTS LOCATED THEREON; AND (II) THE COMPLIANCE
OR NON-COMPLIANCE OF SELLERS OR THE OPERATION OF THE PROPERTIES OR ANY PART THEREOF IN ACCORDANCE WITH, AND THE CONTENTS OF: (A) ALL
CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITIES
ASSERTING JURISDICTION OVER THE PROPERTIES, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO ZONING, BUILDING, PUBLIC WORKS, PARKING,
FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS MATERIALS, DANGEROUS, AND TOXIC
SUBSTANCES, MATERIALS, CONDITIONS OR WASTE, INCLUDING, WITHOUT LIMITATION, THE PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT
THE PROPERTIES THAT WOULD CAUSE STATE OR FEDERAL AGENCIES TO ORDER A CLEAN UP OF THE PROPERTIES UNDER ANY APPLICABLE LEGAL REQUIREMENTS;
AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS, RESTRICTIONS (PUBLIC OR PRIVATE), CONDOMINIUM PLANS, DEVELOPMENT AGREEMENTS, SITE
PLANS, BUILDING PERMITS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING OR AFFECTING THE USE, MANAGEMENT, AND OPERATION
OF THE PROPERTIES.
NOTWITHSTANDING THE FOREGOING OR ANY PROVISION
HEREOF TO THE CONTRARY, IN NO EVENT SHALL SELLER BE RELEASED FROM THE FOLLOWING (COLLECTIVELY, “RELEASE CARVEOUTS”):
(I) FRAUD OR INTENTIONAL MISREPRESENTATION BY SELLER WHEN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT WERE MADE
BY SUCH SELLER, AS DETERMINED BY A COURT OF COMPETENT JURISDICTION, AND (II) SELLER’S OBLIGATIONS TO PAY ATTORNEYS FEES IN
ACCORDANCE WITH SECTION 15.18 OF THIS AGREEMENT, AND ANY SUCH LIABILITY UNDER (I) SHALL NOT BE SUBJECT TO (X) THE FLOOR,
(Y) THE CAP, AND (Z) THE SURVIVAL PERIOD, BUT, TO THE EXTENT PERMITTED BY LAW, ANY SUCH LIABILITY UNDER (II) SHALL BE SUBJECT
TO (X) THE FLOOR, (Y) THE CAP, AND (Z) THE SURVIVAL PERIOD.
FURTHER NOTWITHSTANDING ANYTHING IN THE FOREGOING
TO THE CONTRARY: (A) SO LONG AS SUCH ALLEGATIONS ARE TRUE AND NOT FRIVOLOUS, BUYER SHALL HAVE THE RIGHT TO DEFEND THIRD-PARTY CLAIMS
BY ALLEGING THAT SELLER (OR SOMEONE ACTING ON SELLER’S BEHALF), NOT BUYER, IS LIABLE FOR SUCH CLAIMS AND BUYER HAS NO OBLIGATION
TO INDEMNIFY SELLER FOR THIRD PARTY CLAIMS ASSERTED BEFORE OR AFTER THE CLOSING AS A RESULT OF ANY ACT OR OMISSION TAKEN OR FAILED TO
BE TAKEN BY OR ON SELLER’S BEHALF PRIOR TO THE CLOSING; AND (B) THE PROVISIONS SET FORTH IN SECTION 7 SHALL NOT APPLY
TO THIRD-PARTY TORT CLAIMS RELATING TO THE PROPERTY AND OCCURRING DURING SELLER’S OWNERSHIP OF THE PROPERTY.
Buyer’s Initials: ___________ |
Seller’s Initials: ___________ |
Except as specifically set
forth in this Agreement, Buyer acknowledges and agrees that it has not (and shall not) rely upon any statement and/or information from
whomsoever made or given (including, but not limited to, any broker, attorney, agent, employee or other person representing or purporting
to represent Sellers) directly or indirectly, verbally or in writing, and Sellers are not and shall not be liable or bound by any such
statement and/or information.
Except as specifically set
forth in this Agreement, Sellers specifically disclaim any representation, warranty or guaranty with respect to the Properties, express
or implied, including, but not limited to, any representation or warranty as to any Property’s condition, fitness for a particular
purpose, quality, freedom from defects or contamination (whether or not detectable by inspection), compliance with zoning or other legal
requirements or as to the availability or existence of any utility or other governmental or private services or as to the amount of taxes
assessed to any Property.
7.2 Release
of Claims Under Environmental Laws. To the extent permitted by law, Buyer, on behalf of itself and all future owners and occupants
of the Property, hereby waives and releases each Seller from any claims arising out of the environmental condition of the Properties and
all claims under any applicable federal, state or local environmental laws (“Environmental Laws”). For purposes
of this Agreement, the term “Environmental Laws” shall include, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq. and the Resource Conservation and Recovery
Act (“RCRA”), 42 U.S.C. § 6901 et seq., as amended from time to time; and any similar federal, state and
local laws and ordinances and the regulations and rules implementing such statutes, laws and ordinances. This Section shall
survive Closing and delivery of the Deeds.
SECTION 8 RESERVED.
SECTION 9 REPRESENTATIONS
AND WARRANTIES.
9.1 By
Seller. Each Seller, only with respect to itself and the respective Property owned by such Seller, represents and warrants to Buyer
as of the Effective Date, and such representations and warranties to be reaffirmed and/or updated as provided in this Section 9.1,
that:
a) [****]
b) [****]
c) [****]
d) [****]
e) [****]
f) [****]
g) [****]
h) [****]
i) [****]
j) [****]
k) [****]
l) [****]
m) [****]
n) [****]
o) [****]
p) [****]
9.2 [****]
9.3 By
Buyer. Buyer represents and warrants to Sellers as of the Effective Date and as of the Closing Date that:
a) Buyer
is duly created and validly existing pursuant to the laws of the jurisdiction of its organization and, at Closing will be duly qualified
to do business in the jurisdiction in which each Property is situated if and to the extent that such qualification is required.
b) Buyer
has the capacity and authority to execute this Agreement and perform the obligations of Buyer under this Agreement. All action necessary
to authorize the execution, delivery and performance of this Agreement by Buyer has been taken or will be taken prior to Closing, and
such action has not been rescinded or modified. Upon the execution of this Agreement, this Agreement will be legally binding upon Buyer.
The person signing this Agreement on behalf of Buyer has been duly authorized to sign and deliver this Agreement on behalf of Buyer.
c) Buyer
is not subject to any judgment or decree of a court of competent jurisdiction or governmental agency that would limit or restrict Buyer’s
right to carry out this Agreement.
d) To
Buyer’s knowledge, neither the execution of this Agreement nor the consummation of the transactions contemplated herein by Buyer
will constitute a breach under any contract or agreement to which Buyer is a party or by which Buyer is bound or affected.
e) No
consent or approval of any third party (including, without limitation any governmental authority) is or was required in connection with
Buyer’s execution and delivery of this Agreement or its consummation of the transaction contemplated herein.
f) None
of the funds to be used for payment by Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of
Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive
Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the United and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the “USA Patriot Act”).
g) Buyer
is not, and will not become, a person or entity with whom U.S. persons are restricted from doing business with under the regulations of
the Office of Foreign Asset Control (“OFAC”) of the Department of Treasury (including those named on OFAC’s
Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive
Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the USA Patriot
Act, or other governmental action.
Buyer shall fully disclose
to Sellers, promptly upon Buyer’s becoming aware of its occurrence, but in no event later than Closing, any change in facts or circumstances
of which Buyer becomes aware prior to the Closing that may affect the representations and warranties set forth above. In the event that,
prior to Closing and payment by Buyer of the Purchase Price, any representation or warranty by Buyer is not accurate, subject to the Buyer
Cure Period, and provided no Seller Default exists, Sellers, as their sole and exclusive remedy, shall have the right to terminate this
Agreement, in which event the Earnest Deposit shall be delivered and paid to Sellers by the Escrow Agent and no party hereto shall have
any further obligations hereunder except for such obligations and indemnities which expressly survive the termination of this Agreement,
and Sellers expressly waive the right to sue Buyer for damages.
SECTION 10 DEFAULT.
10.1 Seller
Default. [****]
10.2 Buyer
Default. [****]
SECTION 11 BROKERS.
Buyer and Seller each represent and warrant that they have not been represented by any broker in connection with the sale of the Properties
other than [****] (with respect
to the [****] Property), [****]
(with respect to the [****]
Property) and [****] (with
respect to the [****] Property)
(collectively, the “Brokers”), and no commissions or fees are due to any other broker or finder by reason of
either party’s actions in this matter. Seller shall pay the Brokers pursuant to a separate commission agreement. Buyer and Sellers
shall each be responsible for all liability, if any, for any broker or finder fees payable with respect to the sale of the Properties
that are attributable to such party’s actions. Sellers and Buyer shall and do each hereby indemnify, defend and hold harmless the
other from and against the claims, demands, actions and judgments of any and all brokers, agents and other persons or entities alleging
a commission, fee or other payment to be owing by reason of their respective dealings, negotiations or communications in connection with
this Agreement or the purchase and sale of the Properties. The indemnity obligations in this Section shall survive the termination
of this Agreement or the Closing.
SECTION 12 EMINENT
DOMAIN. In the event of a taking by eminent domain for any public or quasi-public use
of a Material Portion (hereinafter defined) of any Property (a “Material Taking”), or if notice of intent of
a Material Taking or a sale in lieu of a Material Taking with respect to a Property is received by Sellers or Buyer, at or prior to the
Closing, Buyer shall have the right, to be exercised within thirty (30) days after notice of such taking by written notice to Sellers,
to terminate this Agreement, in which event Buyer shall receive the Earnest Deposit and none of the parties hereto shall have any further
rights or obligations hereunder except for obligations that specifically survive the termination. If the Closing Date is within the aforesaid
thirty (30) day period, then the Closing Date shall be extended to the next business day following the end of said thirty (30) day period.
In the event this Agreement is not terminated, Buyer shall consummate this transaction on the Closing Date (with no reductions in the
Purchase Price), and Buyer shall be entitled to participate in any such condemnation or eminent domain proceedings and to receive all
of the proceeds attributable to any portion of the Property to be conveyed to Buyer. For clarity, Buyer and Sellers acknowledge and agree
that in the event one or more Sellers deliver notice to Buyer in accordance with the foregoing Section 12, in no event shall such
notice of any such taking or intent of taking by eminent domain for any public or quasi-public use constitute a breach by any Seller of
Section 9.1 above, and Sellers shall have no liability to Buyer therefor; provided, however, Buyer shall retain its rights under
this Section 12. As used hereunder, “Material Portion” shall mean (i) a portion of a Property constituting,
in Seller’s reasonable judgment, more than [****] of
the building(s) comprising a part of such Property, (ii) a portion of a Property, the taking or loss of which will, in Seller’s
reasonable judgment, result in a Property permanently lacking access, (iii) a portion of a Property, the taking or loss of which,
in Seller’s reasonable judgment, would result in such Property failing to comply in any material respect with zoning ordinances
affecting the Property, or (iv) a portion of a Property, the taking or loss of which causes one (1) or more Major Tenants to,
in writing, (A) terminate their respective Leases, or (B) threaten to terminate their respective Leases, and such Major Tenants
have the right to terminate pursuant to their respective Leases due to such taking or loss (or notice thereof).
SECTION 13 CASUALTY.
If prior to the Closing Date, a Material Portion of a Property is destroyed by fire or other casualty (a “Material Casualty”),
Sellers shall notify Buyer in writing of such fact (which writing shall detail the amount of insurance recoverable) and Buyer shall have
the option to terminate this Agreement upon notice to Sellers given within fifteen (15) days after Buyer’s receipt of Sellers’
written notice aforesaid. Upon such termination, the Escrow Agent shall return the Earnest Deposit to Buyer, this Agreement shall terminate
and no party shall have any further obligation or liability to the other. In the event Buyer does not so elect to terminate this Agreement
as aforesaid, or there is damage to or destruction that does not constitute a Material Casualty, Sellers shall assign to Buyer any insurance
claims, upon the written consent of the applicable insurer, and the amount of any deductible shall be subtracted from the Purchase Price
and Buyer shall acquire the Properties pursuant to this Agreement without any other reduction in the Purchase Price. In the event the
applicable insurer will not consent to the assignments of any insurance claim to Buyer, Sellers shall pursue the applicable insurance
claim on behalf of Buyer (and Buyer shall assist Sellers as reasonably requested by Sellers) and will turn over insurance proceeds from
such claim to Buyer, less any actual expenses of Sellers’ pursuit of such insurance claim, upon Sellers’ receipt of same.
SECTION 14 [RESERVED].
SECTION 15 MISCELLANEOUS.
15.1 Governing
Law. This Agreement shall be governed by the laws of the State of Florida, without regard to rules regarding conflicts of laws;
provided, however, that to the extent any matter arising hereunder relates or applies solely to a specific Property, then such matter
shall be governed by the laws of the State where such Property is located, without regard to rules regarding conflicts of laws.
15.2 Counterparts;
Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same document. Signatures delivered by PDF or DocuSign (or any other reputable electronic
platform) shall be sufficient to bind the parties hereto.
15.3 Entire
Agreement. This Agreement, together with the attached exhibit(s), contains all of the terms and conditions of the agreement between
the parties hereto, and any and all prior and contemporaneous oral and written agreements are merged herein.
15.4 Modifications
and Waivers. This Agreement cannot be changed nor can any provision of this Agreement, or any right or remedy of any party, be waived
orally. Changes and waivers can only be made in writing, and the change or waiver must be signed by the party against whom the change
or waiver is sought to be enforced. Any waiver of any provision of this Agreement, or any right or remedy, given on any one or more occasions
shall not be deemed a waiver with respect to any other occasion.
15.5 Parties
Bound. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, successors, and assigns of the parties
hereto.
15.6 Assignment.
Buyer may not assign its rights and obligations under this Agreement without Sellers’ prior written consent; provided, however,
Buyer may assign its rights and obligations under this Agreement without the consent of Sellers and Buyer may elect to take title to each
of the Properties in the name of a separate nominee or assignee for each such Property, provided and on the condition that: (i) Buyer
shall have given Sellers written notice of the assignment and the identity of each such assignee and/or nominee at least seven (7) days
prior to Closing; (ii) such assignee and/or nominee shall be an affiliate of or under common control with Buyer; and (iii) such
assignee and/or nominee shall have assumed Buyer’s obligations hereunder by a written instrument of assumption in form and substance
reasonably satisfactory to Sellers. Notwithstanding any such assignment, Buyer shall nevertheless remain liable for all of Buyer’s
obligations hereunder.
15.7 Notices.
All notices, requests and other communications under this Agreement shall be in writing and shall be deemed given when made by personal
delivery, sent next business day by delivery by a nationally recognized overnight courier, addressed as follows, or e-mail; provided,
however, that if any such notice pertains to a termination of this Agreement or a default under this Agreement and such notice is delivered
via email, such notice shall not be effective unless followed by another permitted means of delivery other than email. Notice shall be
deemed given on the date on which the notice is received by a party in the case of personal delivery or e-mail, or on the next business
day immediately following receipt by the courier, in the case of an overnight courier:
|
If to Sellers: |
[****] |
|
|
|
|
With copies to: |
[****] |
|
|
[****] |
|
|
[****] |
|
And with a copy to: |
[****] |
|
|
|
|
If to Buyer: |
CTO Realty Growth, Inc. |
|
|
369 N. New York Ave., Suite 201 |
|
|
Winter Park, FL 32789 |
|
|
Attn: [****] |
|
|
E-mail: [****] |
|
|
|
|
With a copy to: |
CTO Realty Growth, Inc. |
|
|
1140 N. Williamson Blvd., Suite 140 |
|
|
Daytona Beach, Florida 32114 |
|
|
Attn: [****] |
|
|
E-mail: [****] |
|
|
|
|
And with a copy to: |
[****] |
15.8 Section Headings.
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.
15.9 Severability.
If one or more of the provisions of this Agreement or the application thereof shall be invoked, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions or any other application thereof shall in no way be affected or
impaired.
15.10 Time
of the Essence. The parties agree that time is of the essence and that the failure of a party hereto to perform any act on or before
the date specified herein for performance thereof shall be deemed cause for the termination hereof by the other party, without prejudice
to other remedies available for default hereunder.
15.11 Confidentiality;
Public Disclosure. [****]
15.12 Further
Action. The parties hereto shall at any time, and from time to time on and after the Closing Date, upon the request of either, do,
execute, acknowledge and deliver all such further acts, deeds, assignments and other instruments as may be reasonably required for the
consummation of this transaction.
15.13 Construction.
This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may
have been prepared by counsel for one of the parties hereto, it being recognized that both Sellers and Buyer have contributed substantially
and materially to the preparation of this Agreement.
15.14 No
Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded by Buyer.
15.15 Third
Party Beneficiary. The provisions of this Agreement are not intended to benefit any parties other than Sellers and Buyer.
15.16 1031
Exchange. If so requested by either party, the other party will cooperate in structuring and completing this transaction for the requesting
party so as to effect a like kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended. In particular,
such other party will consent to the assignment by the requesting party prior to the Closing hereunder of its rights hereunder to a “qualified
intermediary” or other third party for such purposes. The foregoing notwithstanding, in connection with any such exchange, no party
shall have any obligation to acquire title to any real property nor to enter into any contract: (i) that may create or impose upon
such party any non-monetary obligation or negative covenant; (ii) that does not provide that the sole and exclusive remedy of any
seller for a breach shall be to retain as liquidated damages the deposit paid to said seller; or (iii) that requires such party to
execute any mortgage, deed of trust or similar financing instrument or incur expenditure. It is further agreed that: (1) no party
shall assume any responsibility for the tax consequences to any other party arising out of any exchange effected pursuant to this Section;
(2) the requesting party shall reimburse the other party for all additional costs and expenses (including reasonable attorney’s
fees) incurred by such other party in connection with any such exchange; and (3) the requesting party shall indemnify and hold the
other party harmless from and against any and all loss, cost, damage, expense or other liability (including reasonable attorneys’
fees) that such other party may incur or suffer in the performance of its obligations under this Section.
15.17 Business
Day. As used herein, a business day shall mean any day other than Saturday, Sunday or other day that commercial banks in the State
of Florida are authorized or required to close under applicable law. Notwithstanding the foregoing, Buyer and Sellers expressly acknowledge
and agree that the Friday after Thanksgiving shall in no event be deemed a business day under this Agreement. In the event that the expiration
of any time period hereunder shall expire on a non-business day, then such time period shall be extended until the next following business
day.
15.18 Attorney’s
Fees. If litigation or arbitration is required by either party to enforce or interpret the terms of this Agreement, the prevailing
party of such litigation or arbitration shall, in addition to all other relief granted or awarded by the court or arbitrator, be awarded
costs and reasonable attorneys’ fees, charges and disbursements and expert witnesses fees and costs incurred by reason of such action
or arbitration and those incurred in preparation thereof at both the trial or arbitration and appellate levels (collectively, the “Costs”).
For purposes of this Section 15.18, a party shall be deemed the “prevailing party” if, after such litigation or arbitration,
it obtains an award from the court or arbitrator of fifty percent (50%) or more of the relief sought in its initial complaint or counterclaim;
provided, however, that if neither party obtains such an award, then each party shall bear its own Costs. The provisions of this Section 15.18
shall survive the Closing and the termination of this Agreement.
15.19 Insider
Trading. Seller specifically acknowledges that the common stock of Buyer is traded on the New York Stock Exchange under the trading
symbol “CTO”, and Buyer specifically acknowledges that the common stock of Seller is traded on the New York Stock Exchange
under the trading symbol [****]. Sellers and Buyer each hereby expressly acknowledge that they are aware that the securities laws of the
United States prohibit any person who has received from an issuer material, non-public information, from purchasing or selling securities
of such issuer or from communicating such information to any other person.
15.20 State
Specific Provisions.
a) With
respect to the [****] Property:
| (i) | Electronic Execution. Except where an original is expressly required under the terms of this Agreement,
the words “execute, “execution,” “signed,” “signature,” and words of similar import in the Agreement
shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the
same effect, validity and enforceability as manually executed signatures or a paper-based record-keeping system, as the case may be, to
the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15
U.S.C.A. § 7001 et seq.) and the North Carolina Uniform Electronic Transactions Act (N.C.G.S. §66-312 et seq.). |
b) With
respect to the [****] Property
and the [****] Property:
| (i) | Energy Efficiency. Buyer, as a prospective buyer of real property with a building for occupancy
located thereon, is hereby notified that it may have the building’s energy efficiency rating determined. To that end, by its execution
of this Agreement, Buyer acknowledges that Buyer has received a copy of the Florida Building Energy Efficiency Rating System pamphlet
prepared by the State of Florida Department of Community Affairs. Note: This paragraph is provided for informational purposes pursuant
to Florida Statutes Section 553.996. |
| (ii) | Radon. Pursuant to Florida Statutes Section 404.056(5), Seller hereby makes, and Buyer hereby
acknowledges, the following notification: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in
sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your
county health department. |
[Signatures Appear on Following Pages]
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the Effective Date.
SELLERS:
[****]
[COUNTERPART SIGNATURE PAGE – SELLERS]
(Seller’s
Signature Page)
BUYER:
CTO REALTY GROWTH, INC.,
a Maryland corporation
By: |
/s/ Steven R. Greathouse |
|
Name: Steven R. Greathouse |
|
Title: Senior VP & Chief Investment Officer |
|
[COUNTERPART SIGNATURE PAGE – BUYER]
(Buyer’s
Signature Page)
ESCROW CONSENT AND ACKNOWLEDGMENT
The undersigned agrees to
act as the Title Company and Escrow Agent for the transaction described in the above Agreement as provided herein. Receipt of the Earnest
Deposit is hereby acknowledged. The undersigned agrees to hold and deliver the Earnest Deposit in accordance with the terms of this Agreement.
|
[****] |
|
|
Escrow No. ______________ |
By: |
|
|
|
|
(Print Name) |
|
Authorized Representative |
|
|
|
Date: ___________________, 2024 |
|
(Escrow
Consent and Acknowledgment)
SCHEDULES
[****]
EXHIBITS
[****]
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated August 8, 2024
with respect to the historical summary of revenues and direct costs of revenues of the Three Property Portfolio for the year ended December
31, 2023, included in the Form 8-K of CTO Realty Growth, Inc. filed with the Securities and Exchange Commission on August 8, 2024. We
consent to the incorporation by reference of said report in the Registration Statements of CTO Realty Growth, Inc. on Form S-3 (File No.
333-267819 and 333-249209) and Form S-8 (File No. 333-168379, 333-176162, 333-204875, 333-227885, and 333-274744).
GRANT THORNTON LLP
/s/ Grant Thornton LLP |
|
|
|
Orlando, Florida |
|
August 8, 2024 |
|
Exhibit 99.1
Report of Independent Certified Public Accountants
Board of Directors and Stockholders
CTO Realty Growth, Inc.
Opinion
We
have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of a three property portfolio of properties
located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three Property Portfolio”) for the year
ended December 31, 2023 and the related notes (the “Historical Summary”).
In
our opinion, the accompanying Historical Summary presents fairly, in all material respects, the revenues and direct costs of revenues
of the Three Property Portfolio for the year ended December 31, 2023, in accordance with accounting principles generally accepted
in the United States of America.
Basis for opinion
We conducted our audits of the Historical Summary
in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are
required to be independent of CTO Realty Growth, Inc. and the Three Property Portfolio and to meet our other ethical responsibilities
in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.
Emphasis of matter
We draw attention to Note 2 to the Historical
Summary, which describes that the accompanying Historical Summary was prepared for the purposes of complying with certain rules and regulations
of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K of CTO Realty Growth, Inc.) and is not intended
to be a complete presentation of the Three Property Portfolio’s revenues and direct expenses. Our opinion is not modified with respect
to this matter.
Responsibilities of management for the financial statements
Management is responsible for the preparation
and fair presentation of the Historical Summary in accordance with accounting principles generally accepted in the United States of America,
and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical
Summary that are free from material misstatement, whether due to fraud or error.
In preparing the Historical Summary, management
is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Three
Property Portfolio’s ability to continue as a going concern for the time period set by the applicable financial reporting framework;
for US GAAP: one year after the date the financial statements are issued.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance
about whether the Historical Summary as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not
a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there
is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based
on the Historical Summary.
In performing an audit in accordance with US GAAS, we:
· | Exercise professional judgment and maintain professional skepticism throughout the audit. |
· | Identify and assess the risks of material misstatement of the Historical Summary, whether due to fraud
or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. |
· | Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Three Property
Portfolio’s internal control. Accordingly, no such opinion is expressed. |
· | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the Historical Summary. |
· | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise
substantial doubt about the Three Property Portfolio’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged
with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal
control-related matters that we identified during the audit.
/S/
GRANT THORNTON LLP |
|
Orlando,
Florida |
|
August
8, 2024 |
|
HISTORICAL SUMMARY OF REVENUES AND DIRECT COSTS
OF REVENUES
For the Six Months Ended June 30, 2024 (Unaudited)
and the Year Ended December 31, 2023
(In thousands)
| |
Six Months Ended | |
| |
June 30, 2024 | |
| |
(Unaudited) | |
Revenues: | |
| | |
Lease Revenue | |
$ | 7,397 | |
Total Revenues | |
| 7,397 | |
Direct Costs of Revenues: | |
| | |
Real Estate Expenses | |
| 2,264 | |
Total Direct Costs of Revenues | |
| 2,264 | |
Revenues over Direct Costs of Revenues | |
$ | 5,133 | |
| |
Year Ended | |
| |
December 31, 2023 | |
Revenues: | |
| | |
Lease Revenue | |
$ | 15,356 | |
Total Revenues | |
| 15,356 | |
Direct Costs of Revenues: | |
| | |
Real Estate Expenses | |
| 4,475 | |
Total Direct Costs of Revenues | |
| 4,475 | |
Revenues over Direct Costs of Revenues | |
$ | 10,881 | |
The
accompanying notes are an integral part of this historical summary of revenues and direct costs of revenues.
Notes to Historical Summary of Revenues and
Direct Costs of Revenues
For the Six Months Ended June 30, 2024 (Unaudited)
and the Year Ended December 31, 2023
NOTE 1. BUSINESS AND ORGANIZATION
On
August 2, 2024, CTO Realty Growth, Inc. (the “Company” or “CTO”) entered into a Purchase and Sale Agreement
(the “PSA”) with a certain institutional owner (the “Seller”) for the purchase of a three-property portfolio with
properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three Property Portfolio”) for
a purchase price of $137.5 million. The Company expects to close the purchase of the Three Property Portfolio in the third quarter of
2024. However, certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, there can
be no assurance that the Company will acquire the Three Property Portfolio.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The
accompanying historical summary of revenues and direct costs of revenues (the “Historical Summary”) includes the operations
of the Three Property Portfolio and has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated
under the Securities Act of 1933, as amended. Accordingly, the Historical Summary is not representative of the actual operations for the
periods presented as revenues, and certain operating expenses, which may not be directly attributable to the revenues and expenses expected
to be incurred in the future operations of the Three Property Portfolio, have been excluded. Such items include depreciation, amortization,
interest expense, interest income, and amortization of above- and below-market leases.
LEASE REVENUE
The rental arrangements associated with tenants
are classified as operating leases. Accordingly, base rental income is recognized on a straight-line basis over the terms of the respective
leases. Tenant reimbursement revenue is recognized as the related expenses are incurred and become recoverable from tenants.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that in certain circumstances may affect the reported revenues. Actual results could materially
differ from these estimates.
NOTE 3. REVENUE RECOGNITION
Leasing revenue consists of long-term rental revenue,
which is recognized as earned, using the straight-line method over the life of each lease. The components of leasing revenue are as follows
(in thousands):
| |
For the Six Months | |
| |
Ended June 30, 2024 | |
| |
(Unaudited) | |
Leasing Revenue | |
| | |
Lease Payments | |
$ | 5,687 | |
Variable Lease Payments | |
| 1,710 | |
Total Lease Income | |
$ | 7,397 | |
| |
For the Year Ended | |
| |
December 31, 2023 | |
Leasing Revenue | |
| | |
Lease Payments | |
$ | 11,851 | |
Variable Lease Payments | |
| 3,505 | |
Total Lease Income | |
$ | 15,356 | |
NOTE 4. MINIMUM FUTURE RENTAL RECEIPTS
Minimum future rental receipts under non-cancelable
operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess
of one year subsequent to June 30, 2024, are summarized as follows (in thousands):
Year Ending December 31, | |
| |
Remainder of 2024 | |
$ | 5,736 | |
2025 | |
| 10,543 | |
2026 | |
| 9,546 | |
2027 | |
| 8,485 | |
2028 | |
| 6,840 | |
2029 | |
| 5,624 | |
2030 and thereafter | |
| 9,447 | |
Total | |
$ | 56,221 | |
NOTE 5. CONCENTRATION OF CREDIT RISK
One
tenant, the AMC Theatre at the North Carolina property, included in the Three Property Portfolio presented in the Historical Summary
accounted for 12.9% and 12.2% of base rent revenues reported for the six months ended June 30, 2024 and the year ended December 31, 2023,
respectively.
NOTE 6. SUBSEQUENT EVENTS
Subsequent
events and transactions were evaluated through August 8, 2024, the date on which the Historical Summary was issued. There were
no reportable subsequent events or transactions.
Exhibit 99.2
CTO REALTY GROWTH, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On March 20, 2024, CTO Realty Growth, Inc. (the
“Company”) completed the acquisition of a lifestyle, mixed-use property in the Sanford submarket of Orlando, Florida (“Marketplace
at Seminole Towne Center”) from a certain institutional owner for a purchase price of $68.7 million. 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.
On
August 2, 2024, the Company entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner for
the purchase of a three-property portfolio with properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida
(the “Three Property Portfolio”) for a purchase price of $137.5 million. The Company expects to close the purchase of the
Three Property Portfolio in the third quarter of 2024. However, certain closing conditions must be met before or at the closing and are
not currently satisfied. Accordingly, there can be no assurance that the Company will acquire the Three Property Portfolio. The
Company may fund the acquisition of the Three Property Portfolio using (a) available cash, (b) proceeds from the Company’s revolving
credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future
dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange. For purposes of
these unaudited pro forma consolidated financial statements, the Company has assumed funding the acquisition of the Three Property Portfolio
entirely with proceeds from the Company’s revolving credit facility.
The
following unaudited pro forma consolidated balance sheet as of June 30, 2024, unaudited pro forma consolidated statement of operations
for the six months ended June 30, 2024, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2023
(collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisitions of Marketplace at Seminole Towne Center
and the Three Property Portfolio. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “Property
Acquisition Transaction Accounting Adjustments.”
Transaction Accounting Adjustments
The
Unaudited Pro Forma Financials present the effects of the acquisitions of Marketplace at Seminole Towne Center and the Three Property
Portfolio (together, the “Properties”) as though such acquisitions had occurred on January 1, 2023, the beginning of the earliest
applicable reporting period.
Unaudited Pro Forma Financials
The Unaudited Pro Forma Financials are based on
the estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials,
which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials
are not necessarily indicative of the financial position or operating results that would have been achieved had the acquisitions of the
Properties occurred on the date indicated, nor are they necessarily indicative of the Company’s future financial position or operating
results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should
be read in conjunction with the Unaudited Pro Forma Financials.
CTO REALTY GROWTH, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2024
(In thousands, except share and per share data)
|
|
|
|
|
Property Acquisition |
|
|
Property Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
Transaction |
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
Adjustments – |
|
|
Accounting |
|
|
|
|
|
|
|
|
|
|
|
|
Marketplace at
Seminole |
|
|
Adjustments –
Three Property |
|
|
|
|
|
|
|
|
|
Historical |
|
|
Towne Center |
|
|
Portfolio |
|
|
Notes |
|
|
Pro Forma |
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land, at Cost |
|
$ |
236,207 |
|
|
$ |
— |
|
|
$ |
27,959 |
|
|
[A] |
|
|
$ |
264,166 |
|
Building and Improvements, at Cost |
|
|
601,584 |
|
|
|
— |
|
|
|
92,128 |
|
|
[A] |
|
|
|
693,712 |
|
Other Furnishings and Equipment, at Cost |
|
|
872 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
872 |
|
Construction in Process, at Cost |
|
|
4,824 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
4,824 |
|
Total Real Estate, at Cost |
|
|
843,487 |
|
|
|
— |
|
|
|
120,087 |
|
|
|
|
|
|
963,574 |
|
Less, Accumulated Depreciation |
|
|
(63,547 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
(63,547 |
) |
Real Estate—Net |
|
|
779,940 |
|
|
|
— |
|
|
|
120,087 |
|
|
|
|
|
|
900,027 |
|
Land and Development Costs |
|
|
300 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
300 |
|
Intangible Lease Assets—Net |
|
|
95,054 |
|
|
|
— |
|
|
|
21,065 |
|
|
[A] |
|
|
|
116,119 |
|
Investment in Alpine Income Property Trust, Inc. |
|
|
36,561 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
36,561 |
|
Mitigation Credits |
|
|
355 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
355 |
|
Commercial Loans and Investments |
|
|
50,323 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
50,323 |
|
Cash and Cash Equivalents |
|
|
4,794 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
4,794 |
|
Restricted Cash |
|
|
1,363 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
1,363 |
|
Refundable Income Taxes |
|
|
85 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
85 |
|
Deferred Income Taxes—Net |
|
|
2,147 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
2,147 |
|
Other Assets |
|
|
38,846 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
38,846 |
|
Total Assets |
|
$ |
1,009,768 |
|
|
$ |
— |
|
|
$ |
141,152 |
|
|
|
|
|
$ |
1,150,920 |
|
See accompanying notes to unaudited pro forma consolidated financial
statements.
CTO REALTY GROWTH, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
(Continued)
AS OF JUNE 30, 2024
(In thousands, except share and per share data)
|
|
|
|
|
Property Acquisition |
|
|
Property Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
Transaction |
|
|
|
|
|
|
|
|
|
|
|
|
Accounting Adjustments – |
|
|
Accounting |
|
|
|
|
|
|
|
|
|
|
|
|
Marketplace at
Seminole |
|
|
Adjustments –
Three Property |
|
|
|
|
|
|
|
|
|
Historical |
|
|
Towne Center |
|
|
Portfolio |
|
|
Notes |
|
|
Pro Forma |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable |
|
$ |
1,787 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
$ |
1,787 |
|
Accrued and Other Liabilities |
|
|
14,713 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
14,713 |
|
Deferred Revenue |
|
|
5,371 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
5,371 |
|
Intangible Lease Liabilities—Net |
|
|
13,421 |
|
|
|
— |
|
|
|
6,502 |
|
|
[A] |
|
|
|
19,923 |
|
Long-Term Debt |
|
|
482,661 |
|
|
|
— |
|
|
|
134,650 |
|
|
[B] |
|
|
|
617,311 |
|
Total Liabilities |
|
|
517,953 |
|
|
|
— |
|
|
|
141,152 |
|
|
|
|
|
|
659,105 |
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred Stock – 100,000,000 shares authorized; $0.01 par value, 6.375% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 4,697,225 shares issued and outstanding at June 30, 2024 |
|
|
47 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
47 |
|
Common Stock – 500,000,000 shares authorized; $0.01 par value, 23,115,110 shares issued and outstanding at June 30, 2024 |
|
|
231 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
231 |
|
Additional Paid-In Capital |
|
|
207,882 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
207,882 |
|
Retained Earnings |
|
|
268,269 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
268,269 |
|
Accumulated Other Comprehensive Income |
|
|
15,386 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
15,386 |
|
Total Stockholders’ Equity |
|
|
491,815 |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
491,815 |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
1,009,768 |
|
|
$ |
— |
|
|
$ |
141,152 |
|
|
|
|
|
$ |
1,150,920 |
|
See accompanying notes to unaudited pro forma consolidated financial
statements.
CTO REALTY GROWTH, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2024
(In thousands, except share and per share data)
|
|
|
|
|
Property Acquisition |
|
|
|
|
|
Property Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
Adjustments – |
|
|
|
|
|
Accounting |
|
|
|
|
|
|
|
|
|
|
|
|
Marketplace at
Seminole |
|
|
|
|
|
Adjustments –
Three Property |
|
|
|
|
|
|
|
|
|
Historical |
|
|
Towne Center |
|
|
Notes |
|
|
Portfolio |
|
|
Notes |
|
|
Pro Forma |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Properties |
|
$ |
50,501 |
|
|
$ |
1,968 |
|
|
[A][B] |
|
|
$ |
8,194 |
|
|
[A][B] |
|
|
$ |
60,663 |
|
Management Fee Income |
|
|
2,236 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
2,236 |
|
Interest Income From Commercial Loans and Investments |
|
|
2,792 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
2,792 |
|
Real Estate Operations |
|
|
1,443 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
1,443 |
|
Total Revenues |
|
|
56,972 |
|
|
|
1,968 |
|
|
|
|
|
|
8,194 |
|
|
|
|
|
|
67,134 |
|
Direct Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Properties |
|
|
(14,833 |
) |
|
|
(533 |
) |
|
[A] |
|
|
|
(2,264 |
) |
|
[A] |
|
|
|
(17,630 |
) |
Real Estate Operations |
|
|
(1,078 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(1,078 |
) |
Total Direct Cost of Revenues |
|
|
(15,911 |
) |
|
|
(533 |
) |
|
|
|
|
|
(2,264 |
) |
|
|
|
|
|
(18,708 |
) |
General and Administrative Expenses |
|
|
(7,675 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(7,675 |
) |
Provision for Impairment |
|
|
(115 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(115 |
) |
Depreciation and Amortization |
|
|
(22,480 |
) |
|
|
(834 |
) |
|
[B] |
|
|
|
(4,587 |
) |
|
[B] |
|
|
|
(27,901 |
) |
Total Operating Expenses |
|
|
(46,181 |
) |
|
|
(1,367 |
) |
|
|
|
|
|
(6,851 |
) |
|
|
|
|
|
(54,399 |
) |
Gain on Disposition of Assets |
|
|
9,163 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
9,163 |
|
Other Gain |
|
|
9,163 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
9,163 |
|
Total Operating Income |
|
|
19,954 |
|
|
|
601 |
|
|
|
|
|
|
1,343 |
|
|
|
|
|
|
21,898 |
|
Investment and Other Income (Loss) |
|
|
(1,830 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(1,830 |
) |
Interest Expense |
|
|
(11,133 |
) |
|
|
(347 |
) |
|
[C] |
|
|
|
(4,672 |
) |
|
[C] |
|
|
|
(16,152 |
) |
Income (Loss) Before Income Tax Benefit |
|
|
6,991 |
|
|
|
254 |
|
|
|
|
|
|
(3,329 |
) |
|
|
|
|
|
3,916 |
|
Income Tax Benefit |
|
|
34 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
34 |
|
Net Income (Loss) Attributable to the Company |
|
|
7,025 |
|
|
|
254 |
|
|
|
|
|
|
(3,329 |
) |
|
|
|
|
|
3,950 |
|
Distributions to Preferred Stockholders |
|
|
(3,058 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(3,058 |
) |
Net Income (Loss) Attributable to Common Stockholders |
|
$ |
3,967 |
|
|
$ |
254 |
|
|
|
|
|
$ |
(3,329 |
) |
|
|
|
|
$ |
892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Net Income (Loss) Attributable to Common Stockholders |
|
$ |
0.17 |
|
|
$ |
0.01 |
|
|
|
|
|
$ |
(0.15 |
) |
|
|
|
|
$ |
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
22,669,246 |
|
|
|
22,669,246 |
|
|
|
|
|
|
22,669,246 |
|
|
|
|
|
|
22,669,246 |
|
Diluted |
|
|
22,674,796 |
|
|
|
22,674,796 |
|
|
|
|
|
|
22,674,796 |
|
|
|
|
|
|
22,674,796 |
|
See accompanying notes to unaudited pro forma consolidated financial
statements.
CTO REALTY GROWTH, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF
OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023
(In thousands, except share and per share data)
|
|
|
|
|
Property Acquisition |
|
|
|
|
|
Property Acquisition |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
|
|
|
|
|
Accounting
Adjustments – |
|
|
|
|
|
Accounting |
|
|
|
|
|
|
|
|
|
|
|
|
Marketplace at
Seminole |
|
|
|
|
|
Adjustments – Three Property |
|
|
|
|
|
|
|
|
|
Historical |
|
|
Towne Center |
|
|
Notes |
|
|
Portfolio |
|
|
Notes |
|
|
Pro Forma |
|
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Properties |
|
$ |
96,663 |
|
|
$ |
9,090 |
|
|
[A][B] |
|
|
$ |
16,996 |
|
|
[A][B] |
|
|
$ |
122,749 |
|
Management Fee Income |
|
|
4,388 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
4,388 |
|
Interest Income From Commercial Loans and Investments |
|
|
4,084 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
4,084 |
|
Real Estate Operations |
|
|
3,984 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
3,984 |
|
Total Revenues |
|
|
109,119 |
|
|
|
9,090 |
|
|
|
|
|
|
16,996 |
|
|
|
|
|
|
135,205 |
|
Direct Cost of Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Properties |
|
|
(28,455 |
) |
|
|
(2,462 |
) |
|
[A] |
|
|
|
(4,475 |
) |
|
[A] |
|
|
|
(35,392 |
) |
Real Estate Operations |
|
|
(1,723 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(1,723 |
) |
Total Direct Cost of Revenues |
|
|
(30,178 |
) |
|
|
(2,462 |
) |
|
|
|
|
|
(4,475 |
) |
|
|
|
|
|
(37,115 |
) |
General and Administrative Expenses |
|
|
(14,249 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(14,249 |
) |
Provision for Impairment |
|
|
(1,556 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(1,556 |
) |
Depreciation and Amortization |
|
|
(44,173 |
) |
|
|
(3,855 |
) |
|
[B] |
|
|
|
(9,174 |
) |
|
[B] |
|
|
|
(57,202 |
) |
Total Operating Expenses |
|
|
(90,156 |
) |
|
|
(6,317 |
) |
|
|
|
|
|
(13,649 |
) |
|
|
|
|
|
(110,122 |
) |
Gain on Disposition of Assets |
|
|
7,543 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
7,543 |
|
Other Gain |
|
|
7,543 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
7,543 |
|
Total Operating Income |
|
|
26,506 |
|
|
|
2,773 |
|
|
|
|
|
|
3,347 |
|
|
|
|
|
|
32,626 |
|
Investment and Other Income |
|
|
1,987 |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
1,987 |
|
Interest Expense |
|
|
(22,359 |
) |
|
|
(1,600 |
) |
|
[C] |
|
|
|
(9,345 |
) |
|
[C] |
|
|
|
(33,304 |
) |
Income (Loss) Before Income Tax Benefit |
|
|
6,134 |
|
|
|
1,173 |
|
|
|
|
|
|
(5,998 |
) |
|
|
|
|
|
1,309 |
|
Income Tax Expense |
|
|
(604 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(604 |
) |
Net Income (Loss) Attributable to the Company |
|
|
5,530 |
|
|
|
1,173 |
|
|
|
|
|
|
(5,998 |
) |
|
|
|
|
|
177 |
|
Distributions to Preferred Stockholders |
|
|
(4,772 |
) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
(4,772 |
) |
Net Income (Loss) Attributable to Common Stockholders |
|
$ |
758 |
|
|
$ |
1,173 |
|
|
|
|
|
$ |
(5,998 |
) |
|
|
|
|
$ |
(4,067 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per Share Information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Net Income (Loss) Attributable to Common Stockholders |
|
$ |
0.03 |
|
|
$ |
0.05 |
|
|
|
|
|
$ |
(0.27 |
) |
|
|
|
|
$ |
(0.18 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Number of Common Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted |
|
|
22,529,703 |
|
|
|
22,529,703 |
|
|
|
|
|
|
22,529,703 |
|
|
|
|
|
|
22,529,703 |
|
See accompanying notes to unaudited pro forma consolidated financial
statements.
CTO REALTY GROWTH, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The
unaudited pro forma consolidated balance sheet as of June 30, 2024, unaudited pro forma consolidated statement of operations for the six
months ended June 30, 2024, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2023 present
the effects of the acquisitions of Marketplace at Seminole Towne Center and the Three Property Portfolio (each as defined below)
as though they had occurred on January 1, 2023, the beginning of the earliest applicable reporting period.
On March 20, 2024, CTO Realty Growth, Inc. (the
“Company”) completed the acquisition of a lifestyle, mixed-use property in the Sanford submarket of Orlando, Florida (“Marketplace
at Seminole Towne Center”) from a certain institutional owner for a purchase price of $68.7 million. 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.
On
August 2, 2024, the Company entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner for
the purchase of a three-property portfolio with properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida
(the “Three Property Portfolio” and, together with the Marketplace at Seminole Towne Center, the “Properties”)
for a purchase price of $137.5 million. The Company expects to close the purchase of the Three Property Portfolio in the third quarter
of 2024. However, certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, there
can be no assurance that the Company will acquire the Three Property Portfolio. The Company may fund the acquisition of the Three
Property Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings,
(c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the
Company through structuring the acquisition as a reverse like-kind exchange. For purposes of these Unaudited Pro Forma Financials, the
Company has assumed funding the acquisition of the Three Property Portfolio entirely with proceeds from the Company’s revolving
credit facility.
Unaudited
Pro Forma Financials. The Unaudited Pro Forma Financials are based on the estimates and assumptions as of the date of this
Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely
for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial
position or operating results that would have been achieved had the acquisitions of the Properties occurred on the date indicated, nor
are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments
to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited
Pro Forma Financials.
NOTE 2. PRO FORMA ADJUSTMENTS
Pro Forma Consolidated Balance Sheet as
of June 30, 2024
As the Marketplace at Seminole Towne Center was
acquired on March 20, 2024, this asset is already reflected in the Company’s historical balance sheet as of June 30, 2024. Accordingly,
no property acquisition transaction adjustments are required with respect to the Marketplace at Seminole Towne Center.
[A] Represents the fair value of the real estate
expected to be acquired subsequent to June 30, 2024 which are allocated to the to-be acquired tangible assets, consisting of land and
building and improvements, and identified intangible lease assets and liabilities, consisting of the value of above-market and below-market
leases, the value of in-place leases, and the value of leasing costs. The fair value allocation was provided by a third-party valuation
company.
The
following represents the allocation of the estimated purchase price for the Three Property Portfolio for GAAP purposes (in thousands):
Allocation of Purchase Price: | |
Three
Property
Portfolio | |
Land, at Cost | |
$ | 27,959 | |
Building and Improvements, at Cost | |
| 92,128 | |
Intangible Lease Assets | |
| 21,065 | |
Intangible Lease Liabilities | |
| (6,502 | ) |
Total Acquisition Cost - Purchase Price Plus Acquisition Costs | |
$ | 134,650 | |
[B]
Represents the sources of funds related to the Three Property Portfolio acquisition, which is expected to close in the third quarter
of 2024. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Three Property Portfolio
entirely with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Three
Property Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings,
(c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the
Company through structuring the acquisition as a reverse like-kind exchange.
Pro Forma Consolidated Statement of Operations
for the Six Months Ended June 30, 2024
As the Marketplace at Seminole Towne Center property
was acquired on March 20, 2024, the historical statement of operations for the six months ended June 30, 2024 already included certain
revenues, direct costs of revenues, depreciation and amortization, and interest expense related to this property. Accordingly, the acquisition
transaction adjustments in Items [A], [B], and [C] below only adjusted for the period from January 1, 2024 to March 19, 2024.
[A]
Represents adjustments to income property revenues totaling $10.2 million in the aggregate, based on the calculation of rent on
a straight-line basis utilizing the existing lease terms, and related direct costs of income property revenues totaling $2.8 million
in the aggregate for the six months ended June 30, 2024. The Company recognizes rental revenue from operating leases on a straight-line
basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to
be recognized over the remaining life of the leases at Marketplace at Seminole Towne Center and the Three Property Portfolio as of the
acquisition dates as though they had occurred on January 1, 2023, as compared to the straight-line rental income that had been recorded
in the Historical Summary of Revenues and Direct Costs of Revenues of the Three Property Portfolio filed herewith on August 8, 2024
as Exhibit 99.1 to the Company’s Current Report on Form 8-K pursuant to the requirements under Item 9.01(a) of Form 8-K.
[B]
Represents depreciation and amortization of real estate acquired related to Marketplace at Seminole Towne Center and the Three
Property Portfolio which totaled $0.8 million and $4.6 million, respectively, for the six months ended June 30, 2024 based on the estimated
remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and
intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income
property revenues which totaled $0.7 million, in the aggregate, for the six months ended June 30, 2024 and is included in the $10.2 million
increase to income property revenues referred to in Note [A] above.
[C]
Represents additional interest expense of $5.0 million related to the draws on the Company’s revolving credit facility totaling
$157.8 million in the aggregate, including (i) $23.1 million in connection with the acquisition of Marketplace at Seminole Towne Center,
which adjustment was already reflected in the Company’s historical balance sheet as of June 30, 2024, and (ii) an anticipated draw
of $134.7 million in connection with the expected acquisition of the Three Property Portfolio. For purposes of these Unaudited Pro Forma
Financials, the Company has assumed funding the acquisition of the Three Property Portfolio entirely with proceeds from the Company’s
revolving credit facility; however, the Company may fund the acquisition of the Three Property Portfolio using (a) available cash, (b)
proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s
securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a
reverse like-kind exchange.
Pro Forma Consolidated Statement of Operations
for the Year Ended December 31, 2023
[A]
Represents adjustments to income property revenues totaling $26.1 million in the aggregate, based on the calculation of rent on
a straight-line basis utilizing the existing lease terms, and related direct costs of income property revenues totaling $6.9 million
in the aggregate for the year ended December 31, 2023. The Company recognizes rental revenue from operating leases on a straight-line
basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to
be recognized over the remaining life of the leases at Marketplace at Seminole Towne Center and the Three Property Portfolio as of the
acquisition dates as though they had occurred on January 1, 2023, as compared to the straight-line rental income that had been recorded
in the Historical Summary of Revenues and Direct Costs of Revenues of the Three Property Portfolio filed herewith on August 8, 2024
as Exhibit 99.1 to the Company’s Current Report on Form 8-K pursuant to the requirements under Item 9.01(a) of Form 8-K.
[B]
Represents depreciation and amortization of real estate acquired related to Marketplace at Seminole Towne Center and the Three
Property Portfolio which totaled $3.8 million and $9.2 million, respectively, for the year ended December 31, 2023, based on the estimated
remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and
intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income
property revenues which totaled $1.9 million, in the aggregate, for the year ended December 31, 2023 and is included in the $26.1 million
increase to income property revenues referred to in Note [A] above.
[C]
Represents additional interest expense of $10.9 million related to the draws on the Company’s revolving credit facility totaling
$157.8 million in the aggregate, including (i) $23.1 million in connection with the acquisition of Marketplace at Seminole Towne Center,
which adjustment was already reflected in the Company’s historical balance sheet as of June 30, 2024, and (ii) an anticipated draw
of $134.7 million in connection with the expected acquisition of the Three Property Portfolio. For purposes of these Unaudited Pro Forma
Financials, the Company has assumed funding the acquisition of the Three Property Portfolio entirely with proceeds from the Company’s
revolving credit facility; however, the Company may fund the acquisition of the Three Property Portfolio using (a) available cash, (b)
proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s
securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a
reverse like-kind exchange.
Exhibit 99.3
Press Release
Contact: |
Philip R. Mays
Senior Vice President, Chief Financial Officer, and Treasurer
(407) 904-3324
pmays@ctoreit.com |
FOR
IMMEDIATE
RELEASE |
CTO
Realty Growth Announces
Third Quarter 2024 Investment and Leasing Update |
|
WINTER PARK, FL, August 8, 2024 –
CTO Realty Growth, Inc. (NYSE: CTO) (the “Company”) today announced that it has entered into a purchase and sale agreement
for the acquisition of a three-property portfolio (the “Three Property Portfolio”) for a purchase price of $137.5 million.
The Three Property Portfolio consists of
three open-air shopping centers located in Charlotte, North Carolina; Orlando, Florida; and Tampa, Florida, with an aggregate gross
leasable area of approximately 0.9 million square feet which are approximately 94.2% leased, with a weighted average remaining lease
term of 6.2 years as of August 8, 2024.
Additionally, on August 1, 2024, the Company
completed a $10.0 million preferred equity investment in a real estate company with a dividend rate of 14.0% per annum and a 1.00% origination
fee. The investment is non-callable for five years, except upon the occurrence of certain specified events.
Further, the Company has entered into a purchase
and sale agreement for the sale of its Jordan Landing property located in West Jordan, Utah for $18.0 million. The Company anticipates
that the sale of its Jordan Landing property will close prior to the end of August 2024. After completion of this disposition, all the
Company’s properties will be located in the Southeast and Southwest markets of the United States.
Since the beginning of the third quarter, the
Company has executed new leases and renewals totaling approximately 69,000 square feet and, after adjusting for this leasing activity,
the Company’s leased occupancy has increased to 96.0% compared to 94.6% as of June 30, 2024. The Company’s signed not open
pipeline now represents $5.7 million, or 7.2%, of annual in-place cash base rent as of June 30, 2024.
“We’re pleased to announce the execution
of the purchase and sale agreement for the acquisition of an attractive portfolio of power and grocery-anchored centers, along with the
continued strong leasing and other transaction activity so far in the third quarter” said John P. Albright, President and Chief
Executive Officer of CTO Realty Growth, Inc. “The pending portfolio acquisition provides us with an opportunity to purchase complimentary
assets in strong markets at an attractive yield and a basis significantly below replacement cost.”
The acquisition of the Three Property Portfolio
and the disposition of the Company’s Jordan Landing property are each subject to certain closing conditions, which are not currently
satisfied. Accordingly, there can be no assurances that either of these transactions will be completed on the terms described in this
press release, or at all.
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. is a publicly traded
real estate investment trust that owns and operates a portfolio of high-quality, retail-based properties located primarily in higher
growth markets in the United States. The Company also externally manages and owns a meaningful interest in Alpine Income Property Trust,
Inc. (NYSE: PINE), a publicly traded net lease REIT.
Safe Harbor
Certain statements contained in this press release
(other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified
by words such as “believe,” “pending,” “estimate,” “expect,” “intend,” “anticipate,”
“will,” “could,” “may,” “should,” “plan,” “potential,” “predict,”
“forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Examples of
forward-looking statements in this press release include, without limitation, statements regarding the pending acquisition of the Three
Property Portfolio and the pending disposition of the Company’s Jordan Landing property.
Although forward-looking statements are made
based upon management’s present expectations and beliefs concerning future developments and their potential effect on the Company,
a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements.
No assurance can be given that the acquisition of the Three Property Portfolio or the disposition of the Company’s Jordan Landing
property will be completed on the terms described in this press release, or at all. The acquisition of the Three Property Portfolio and
the disposition of the Company’s Jordan Landing property are each subject to the satisfaction of certain closing conditions, which
are not currently satisfied, as well as numerous other possible events, factors and conditions, many of which are beyond the control
of the Company and not all of which are known to it, including, without limitation, market conditions and those described under the heading
“Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which can be accessed
at the SEC’s website at www.sec.gov.
There can be no assurance that future developments
will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated
by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently
occurring events or circumstances.
v3.24.2.u1
Cover
|
Aug. 02, 2024 |
Document Information [Line Items] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 02, 2024
|
Entity File Number |
001-11350
|
Entity Registrant Name |
CTO Realty Growth, Inc.
|
Entity Central Index Key |
0000023795
|
Entity Tax Identification Number |
59-0483700
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
369 N. New York Ave.
|
Entity Address, Address Line Two |
Suite 201
|
Entity Address, City or Town |
Winter Park
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
32789
|
City Area Code |
386
|
Local Phone Number |
274-2202
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock 0. 01 Par Value Per Share [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
Common Stock, $0.01 par value per share
|
Trading Symbol |
CTO
|
Security Exchange Name |
NYSE
|
Sec 6. 375 Series Cumulative Redeemable Preferred Stock 0. 01 Par Value Per Share [Member] |
|
Document Information [Line Items] |
|
Title of 12(b) Security |
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
|
Trading Symbol |
CTO PrA
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CTO_CommonStock0.01ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CTO_Sec6.375SeriesCumulativeRedeemablePreferredStock0.01ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
CTO Realty Growth (NYSE:CTO-A)
Gráfica de Acción Histórica
De Sep 2024 a Oct 2024
CTO Realty Growth (NYSE:CTO-A)
Gráfica de Acción Histórica
De Oct 2023 a Oct 2024