Wintergreen Advisers Calls For Consolidated-Tomoka Land Break Up


Wintergreen Advisers, LLC presents the following shareholder proposal for inclusion in Consolidated-Tomoka Land Co.’s 2016 proxy statement:

Recommending Shareholder Information:

Wintergreen Advisers, LLC owns 1,543,075 shares of common stock of Consolidated-Tomoka Land Co. (CTO), which constitutes 26.0% of the company. The stock was purchased between February 21, 2006 and August 22, 2012.

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Shareholder Proposal:

PROPOSED: The shareholders of CTO, assembled at the annual meeting in person and by proxy, hereby request the board, order to capitalize upon the revitalized real estate market in Daytona Beach and Volusia County, hire an independent adviser to evaluate ways to maximize shareholder value through the sale of CTO or through the liquidation of CTO’s assets.

Supporting Statement:

We believe CTO management should focus on maximizing shareholder value either by selling CTO or liquidating CTO’s assets. Daytona Beach and Volusia County’s real estate values have rebounded since the financial crisis, which may present an attractive opportunity for an acquirer of CTO. Alternatively, shareholders may receive better value by receiving a cash distribution from the sale of the remainder of CTO’s land and the liquidation of the income property portfolio, before a rising interest rate environment damages these holdings’ value and reduces shareholder value. Shareholders have been waiting a long time; now is the time for CTO’s Directors to evaluate ways to maximize shareholder value.

In his October 27, 2015 press release, CTO’s President and CEO stated: “our recent share price is not representative of the net asset value of the company.” We agree. Over the past two years, CTO’s management aggressively increased leverage, dramatically expanded a securities portfolio of undisclosed holdings and initiated a derivatives portfolio. General and administrative expenses have soared. The alarming increase in risk and expenses has not led to a material increase in book or market value, and clearly is not recognized through stock price appreciation. We believe the simple truth is that CTO’s management team has failed, and now is the time to act.

Therefore, we believe that the greatest value to shareholders will be realized through a thoughtful evaluation of the sale of CTO or the liquidation of CTO’s assets. We believe a vote for this shareholder proposal would benefit all shareholders.