David Winters Wintergreen Advisers Letter To Consolidated Tomoka Land $CTO
On November 23, 2015, Wintergreen Advisers, LLC ("Wintergreen") submitted the Wintergreen Proxy Proposal to Consolidated-Tomoka Land Co. ("CTO" or "Company") requesting that the Company's Board of Directors (the "Board") engage an independent advisor to evaluate ways to maximize shareholder value through the sale of the Company or the orderly liquidation of its assets(1).
In our supporting statement, Wintergreen states "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." In CTO's 2016 Definitive Proxy Statement, the CTO Board declined to take a position on the proposal, but it did form a special committee to explore alternatives presented in the Wintergreen Proposal. In fact, in a February press release(2), CTO announced that it hired Deutsche Bank Securities Inc. to serve as independent advisor to the special committee. Wintergreen believes Deutsche Bank will only be able to act effectively if it is able to clearly and accurately identify CTO's corporate assets for the benefit of prospective acquirers.
We believe CTO management has recently sought to disrupt Deutsche Bank's ability to identify CTO's assets in order to undermine Deutsche Bank's ability to evaluate ways to maximize shareholder value through the sale of the Company. Specifically, since the hiring of Deutsche Bank was announced, the Company has announced a flurry of transactions. These transactions include the sale of 16 income properties, subsurface mineral rights, pad sites, and additional land sales. Further, the Company was required to amend its credit agreement to correct breaches in certain covenants, along with taking out a mortgage to generate proceeds to correct ratios that were not in compliance with the amended credit agreement.
Wintergreen's shareholder proposal that CTO hire an independent advisor was made because Wintergreen believed (and continues to believe) that CTO's business as usual approach was not working out for the benefit of CTO shareholders. Now, in addition to potentially handcuffing Deutsche Bank's ability to do its job, we think CTO's recent spate of deals represents more of the same failed approach.
Wintergreen believes CTO is extremely undervalued and that all shareholders could benefit if a full and fair price can be realized for the Company. In order for Deutsche Bank to vigorously explore all meaningful strategic paths for maximizing shareholder value through a sales process, CTO must have identifiable assets for prospective buyers to access and evaluate. This anticipates CTO not entering into new and hurried deals which could affect the Deutsche Bank process. Therefore, we think the Board must rein in John Albright and put a halt to this ongoing cascade of transactions, and reaffirm its full and ongoing support for Deutsche Bank's directive.
Liz Cohernour, COO
David J. Winters, CEO