CTO Realty Growth, Inc. (CTO) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Stockholders of CTO Realty Growth, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Daniel Smith, Senior Vice President, General Counsel and Corporate Secretary of CTO Realty Growth, Inc. Mr. Smith, the floor is yours.

Thank you, operator. Ladies and gentlemen, good afternoon. My name is Daniel Smith, I am the Corporate Secretary of CTO Realty growth, Inc. Here with me at the CTO corporate office is John Albright, President and CEO of the company, along with other members of the company's management team. In addition, on the phone with us is Laura Franklin, Chairman of the Board of the company, along with other members of the company's Board of Directors, and attorneys from Vinson & Elkins, the company's outside legal counsel. Pursuant to the company's bylaws, Ms. Franklin will preside as Chair of this meeting, and Ms. Franklin has requested that I conduct this meeting. I'd like to welcome all of you to the Special Meeting of Shareholders of CTO Realty Growth, Inc. As you know, because of the coronavirus pandemic, we've elected to conduct this meeting over the web in a virtual meeting format only. We hope that this live audio webcast will maximize participation of shareholders regardless of their location. I will act as secretary of this meeting. Now to proceed with the business of the meeting. I hereby certify that the notice of Special Meeting of Shareholders was mailed to shareholders of record as of October 10, 2020, and that the mailing was commenced on October 20, 2020. Additional copies of the proxy statement and a complete list of the shareholders of record as of the record date have been properly filed with the minutes of this meeting and are available for your inspection on this meeting's web portal for those of you who have logged in as registered shareholders. I'd now like to introduce Ms. Christine Abbey of Computershare Trust Company, who is also on the call with us today. Computershare has been appointed as inspector of elections for this meeting. Ms. Abbey's oath as inspector of elections will be filed with the minutes of this meeting. Ms. Abbey will confirm the presence of a quorum when she completes her tally of shareholders, proxies and ballots. A copy of the agenda for the meeting, along with the rules of conduct are available on the meeting center page on the web portal for this meeting. By following those rules and procedures, everyone will have an opportunity to participate in the meeting, and we will be able to handle the business of this meeting efficiently and fairly. As stated in the rules of conduct, if you would like to ask a question during the meeting, please follow the instructions on the web portal and click on the messages icon at the top of the meeting center page on the web portal. As stated in the rules of conduct, we ask that you restrict your remarks to the items on the meeting agenda. We will respond to appropriate questions during the question-and-answer session that will occur later in the meeting after the formal business portion of the meeting has concluded. Thank you for your cooperation with these rules. It is now time to begin the formal part of the meeting. As noted in the notice and proxy statement previously furnished to you, the record date for shareholders entitled to vote at the meeting was the close of business on October 13, 2020. We believe that the total number of shares of the company, which are held by holders of record now present at the meeting, either online or by proxy, is sufficient to declare that we have a quorum. Such determination is subject to verification by the inspector of elections. The next order of business to come before this meeting is a description of the matters properly brought before today's meeting. The only business matters to be conducted at this meeting are the matters set forth in the notice of Special Meeting of Shareholders. Voting on the proposals will commence after all proposals have been presented. The first proposal before the shareholders of the company is a proposal which we refer to as the Merger Proposal to approve an agreement and plan of merger dated as of September 3, 2020, by and between CTO Realty Growth, Inc. and CTO NEWCO REIT, Inc. The Board of Directors of the company has unanimously determined that the agreement and plan of merger is advisable and in the best interest of our shareholders and unanimously recommends that shareholders vote for this proposal. We'll now move to proposal 2. The second proposal before the shareholders of the company is a proposal which we refer to as the Adjournment Proposal. To approve, if necessary, the adjournment of the special meeting to solicit additional proxies in favor of the merger proposal. The next order of business is a vote on the proposals. It is currently 02:06 p.m., and I declare the voting open. Please note that if you submitted a proxy prior to the meeting, you do not need to do anything at this time for your vote to be counted. If you have not yet voted and wish to do so or wish to change your vote, you need to be logged into the web portal with your 15 digit control number and the meeting password. If you are logged in as a shareholder using your 15 digit control number, you may click on the voting button on the meeting center page of the web portal and follow the instructions there. Please note that in order to vote at the meeting, you must either be a shareholder of record, which means you own your shares directly through our transfer agent, Computershare; or if you are not a record -- shareholder of record, and you are beneficial owner of shares through a custodian, such as a bank or broker, in order to vote at the meeting you need to obtain, from the custodian of your shares, a legal proxy authorizing you to vote the shares. Asking shareholders who plan to vote at the meeting to please click on the voting button on the web portal and follow the instructions there, if you have not already done so. Once again, if you submitted a proxy prior to the meeting, you do not need to do anything at this time for your vote to be counted. [Voting]

It's currently 02:07 p.m., and I hereby declare the voting closed. The inspector of elections will now count the votes. We have been informed by the inspector of elections that the votes have been counted and that the merger proposal and the adjournment proposal have been approved. So the official business of this meeting is now adjourned. Before we disperse, however, we are happy to have a brief question-and-answer period related to the merger and the REIT conversion. If you have a question or comment, in order to submit it, please click on the messages icon in the upper right corner of the meeting center screen on the web portal. Again, if you have any questions or comment, in order to submit it, please click on the messages icon in the upper right corner of the meeting center screen on the web portal. Okay. So we do not have any questions. We appreciate everybody's participation in the shareholder meeting today. That concludes the question-and-answer session and also concludes our meeting. We appreciate everybody's attendance. Thank you.

This concludes the meeting. You may now disconnect.