Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

 

 

Alpine Income Property Trust, Inc.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

02083X 103

(CUSIP Number)

Daniel E. Smith, Esq.

Senior Vice President General Counsel & Corporate Secretary

Consolidated-Tomoka Land Co.

1140 N. Williamson Boulevard, Suite 140

Daytona Beach, Florida 32114

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With a copy to:

Robert Robbins, Esq.

Ryan Brewer, Esq.

Pillsbury Winthrop Shaw Pittman, LLP

1200 Seventeenth Street, NW

Washington, DC 20036

November 21, 2019

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

1		NAME OF REPORTING PERSONS     Consolidated-Tomoka Land Co.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS     WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     USA

NUMBER OF SHARES   BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     2,039,644 (1)
				8		SHARED VOTING POWER     -0-
				9		SOLE DISPOSITIVE POWER     2,039,644 (1)
				10		SHARED DISPOSITIVE POWER     -0-

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,039,644 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     22.4% (1)(2)
14		TYPE OF REPORTING PERSON     CO

 

(1)

Includes 1,223,854 units of limited partnership interest (Units) in Alpine Income Property OP, LP (the Operating Partnership) convertible into 1,223,854 shares of the Common Stock, par value $0.01 per share (Common Stock) of Alpine Income Property Trust, Inc. (the Issuer). In general, the Units are redeemable for cash or, at the Issuers election, convertible into shares of Common Stock on a one-for-one basis following a one year holding period.

(2)

Based on 7,500,000 shares of Common Stock outstanding as reported in the Issuers prospectus supplement dated November 25, 2019 filed with the Securities and Exchange Commission plus (i) 394,737 shares of Common Stock acquired by Consolidated-Tomoka Land Co. (CTO) in a private placement on November 26, 2019 and (ii) 8,000 restricted shares of Common Stock to be granted, in the aggregate, to the Issuers non-employee directors in connection with the completion of the Issuers initial public offering pursuant to the Individual Equity Incentive Plan.

 

2

The following constitutes the Schedule 13D (the Schedule 13D) filed by the undersigned.

Item 1. Security and Issuer.

The name of the issuer is Alpine Income Property Trust, Inc. (the Issuer), a Daytona Beach, Florida based, real estate investment trust. The address of the Issuers office is 1140 N. Williamson Blvd., Suite 140, Daytona Beach, Florida 32114. This Schedule 13D relates to the Issuers common stock, $0.01 par value per share (the Common Stock).

Item 2. Identity and Background.

This Schedule 13D is being filed by:

 

i.

Consolidated-Tomoka Land Co. (CTO), a Florida corporation, with respect to the shares of Common Stock directly and beneficially owned by it.

 

ii.

The address of the principal office of CTO is 1140 N. Williamson Blvd., Suite 140, Daytona Beach, Florida 32114.

 

iii.

The principal business of CTO is owning income properties comprised of approximately 1.6 million square feet in diversified markets in the United States and serving as the manager of the Issuer.

 

iv.

During the past five years CTO (i) has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or a finding of any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On November 21, 2019, CTO committed to purchase 421,053 shares of Common Stock (the IPO Shares) in the Issuers initial public offering for a total purchase price of $8,000,000 (the IPO Purchase). The purchase of the IPO Shares was funded with working capital and a draw on CTOs existing revolving credit facility (the Credit Line Draw). The closing of the IPO Purchase occurred on November 26, 2019.

Concurrent with the Issuers initial public offering, on November 26, 2019, CTO entered into a stock purchase agreement by and between CTO and the Issuer (the Stock Purchase Agreement). Pursuant to the Stock Purchase Agreement, the Issuer agreed to sell, and CTO agreed to purchase, 394,737 shares of Common Stock (the Private Placement Shares) for a total purchase price of $7,500,000, following the satisfaction of certain closing conditions specified therein (the Private Placement). The purchase of the Private Placement Shares was funded through working capital and the Credit Line Draw. The closing of the Private Placement occurred on November 26, 2019.

Concurrent with the Issuers initial public offering, on November 26, 2019, CTO and certain of its affiliates entered into contribution agreements with Alpine Income Property OP, LP (the Operating Partnership), pursuant to which CTO and such affiliates contributed to the Operating Partnership five properties in exchange for an aggregate of 1,223,854 units of limited partnership interest of the Operating Partnership (Units), which had an initial value of $23,253,226 (the Contribution Transactions). The closing of the Contribution Transactions occurred on November 26, 2019.

 

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Item 4. Purpose of the Transaction.

CTO does not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as otherwise set forth in this Schedule 13D or such as would occur upon or in connection with completion of, or following, any of the actions discussed in this Schedule 13D. CTO may from time to time, depending on market conditions and other considerations, including the relevant securities laws and any agreement or agreements that have been or may be entered into with the Issuer, purchase additional shares of Common Stock or Units or dispose of some or all of the shares of Common Stock or Units held by it, and CTO reserves the right to change its intentions with respect to any or all of the matters referred to in this Item 4 of Schedule 13D. CTO may enter into one or more 10b5-1 trading plans to execute purchases and/or dispositions of Common Stock from time to time. A subsidiary of CTO serves as the external manager of the Issuer pursuant to the management agreement described in Item 6 of this Schedule 13D.

Item 5. Interest in Securities of the Issuer.

 

(i)

CTO owns 2,039,644 shares of Common Stock or approximately 22.4% of the outstanding shares of Common Stock, including 1,223,854 Units convertible into 1,223,854 shares of the Common Stock. In general, the Units are redeemable for cash or, at the Issuers election, convertible into shares of Common Stock on a one-for-one basis following a one year holding period.

 

(ii)

CTO has the sole power to vote or to direct the vote and sole power to dispose or to direct the disposition the share of Common Stock beneficially owned by CTO.

 

(iii)

On November 21, 2019, CTO purchased 431,053 shares of Common Stock in the IPO Purchase using working capital and the Credit Line Draw as further described in Item 3 above. On November 26, 2019, CTO purchased 394,737 shares of Common Stock using working capital and the Credit Line Draw as further described in Item 3 above. On November 26, 2019, CTO acquired 1,223,854 Units in exchange for the contribution of certain real property as further described in Item 3 above.

 

(iv)

Except as set forth in this Item 5, no person other than CTO is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. The Units are not entitled to vote on any matters submitted to the stockholders of the Issuer.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between CTO and another party the with respect to the securities of the Issuer.

On November 26, 2019, Alpine Income Property Manager, LLC, a wholly owned subsidiary of CTO (the Manager), the Issuer and the Operating Partnership entered into a Management Agreement (the Management Agreement). Pursuant to the Management Agreement, the Manager manages the Issuers assets and the day-to-day operations of the Issuer. In connection with the services provided by the Manager, the Manager is entitled to receive a base management fee equal to 0.375% per quarter of the Issuers total equity (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears. In addition, the Manager is entitled to receive an incentive fee, payable annually, in the amount equal to the greater of (a) $0.00 and (b) the product of (i) 15% multiplied by (ii) the outperformance amount multiplied by (c) the weighted average shares (as such terms are defined in the Management Agreement). If the Management Agreement is terminated without cause, the Manager shall receive a termination fee equal to three times the sum of (a) the average annual base management fee earned by the Manager during the 24-month period immediately preceding the most recently completed calendar quarter prior to the termination date and (b) the average annual incentive fee earned by the Manager during the two most recently completed measurement periods (as defined in the management agreement) prior to the termination date.

 

4

CTO and the Manager have agreed with the underwriters of the Issuers initial public offering not to offer, sell, transfer or otherwise dispose of any Common Stock or any securities convertible into or exercisable or exchangeable for, exercisable for, or repayable with Common Stock, for a period of 180 days after the date of the Issuers initial public offering without first obtaining the written consent of Raymond James & Associates, Inc.

Item 7. Material to Be Filed as Exhibits

 

Exhibit 99.1		Management Agreement among Alpine Income Property Trust, Inc., Alpine Income Property OP, LP and Alpine Income Property Manager, LLC dated November 26, 2019
Exhibit 99.2		Lock-up Agreement by and between Consolidated-Tomoka Land Co. and Raymond James & Associates, Inc. dated November 21, 2019.
Exhibit 99.3		Lock-up Agreement by and between Alpine Income Property Manager, LLC and Raymond James & Associates, Inc. dated November 21, 2019.

 

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: December 2, 2019

 

CONSOLIDATED-TOMOKA LAND CO.
By:		/s/ Mark E. Patten
Mark E. Patten
Senior Vice President and Chief Financial Officer

 

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