Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 8)*

Exhibit B

December 29, 2016

BY EMAIL AND FEDEX

Consolidated-Tomoka Land Co.

c/o Daniel E. Smith, Corporate Secretary

Post Office Box 10809

Daytona Beach, FL 32120-0809

Dear Mr. Smith:

This letter is in response to the December 15, 2016 letter from your counsel to our counsel responding to the letters dated November 14, 2016 and November 25, 2016 (the "Letters") from Wintergreen Advisers, LLC ("Wintergreen") to Consolidated-Tomoka Land Co. ("CTO"). In the November 14 Letter, Wintergreen delivered a proposal to CTO presenting four director nominees for inclusion in CTO's 2017 proxy statement. In addition to the November 14 Letter, Wintergreen notified CTO in its November 25 Letter that it reserved the right to conduct its own proxy solicitation in the event that CTO rejected Wintergreen's request for its nominees to be included in CTO's proxy materials. Your counsel responded, on behalf of CTO, that because Wintergreen did not affirmatively represent that it is a shareholder of record, it would not be able to nominate directors to be voted on at CTO's 2017 annual meeting, whether on CTO's proxy or on its own proxy.

As you know, Wintergreen serves as the investment adviser to Wintergreen Fund, Inc. ("Wintergreen Fund"), a registered investment company which is the beneficial owner of 1,232,334 shares of CTO and to Wintergreen Partners Fund, LP ("Wintergreen Partners"), a private fund which is the beneficial owner and of 294,100 shares of CTO. Wintergreen also serves as investment adviser to other clients that own shares of CTO (together with Wintergreen Fund and Wintergreen Partners, the "Clients"). In total, Wintergreen may be deemed to beneficially own 27.1% of the shares of CTO by virtue of its advisory relationship with its Clients. Wintergreen's and the Clients' beneficial ownership of CTO shares is set out in their recently-filed Form 13D and Form 4, attached hereto as Appendix A and which are publicly available on EDGAR. The Clients are the beneficial holders of CTO shares which are held with the Depository Trust Company (with Cede & Co. as the holder of record).

As the discretionary investment adviser to the Clients, Wintergreen makes all investment decisions on behalf of the Clients, including whether to submit shareholder proposals on behalf of the Clients and voting the Clients' proxies at annual or special meetings. A copy of Wintergreen's proxy voting policies and the relevant investment management agreements are attached hereto as Appendix B.

We believe CTO is fully aware that (i) Wintergreen's Clients own more than 25% of CTO and (ii) Wintergreen is fully authorized to submit shareholder proposals on behalf of its Clients.¹ If there was ever a question of Wintergreen's authority, one would think it would have come up by now.

Wintergreen has been deemed to be the beneficial owner of more than 10% of CTO's shares since May 2006 and has been involved in past shareholder proposals and votes at CTO. CTO's Board of Directors has included Wintergreen's shareholder proposals and director nominations on behalf of the Clients in CTO's proxy materials for 2016, 2009 and 2008 without raising this "issue," and even acknowledging that Wintergreen may be deemed to be the beneficial owner of over 5% of the CTO's shares and has shared voting and dispositive power with respect to those shares. Since the time of these proxy materials, Wintergreen's advisory relationship with its Clients has not changed and its Clients' ownership of CTO's shares has remained the same, so we do not believe you have provided a valid reason as to why our current proposal presenting director nominees for inclusion in the next proxy statement (or alternatively, on Wintergreen's own proxy statement) is unacceptable to CTO. In fact, one of Wintergreen's prior proposals, which was included in CTO's 2016 proxy materials and which called for an independent adviser to evaluate ways to maximize shareholder value through the sale of CTO or the liquidation of its assets, garnered the support of over 69% of the votes cast. Because of this sharp rebuke of CTO's board and management, Wintergreen believes CTO is afraid that it is losing (or has lost) shareholder support and is therefore willing to do anything to avoid offering CTO shareholders an alternative to the current path of the company. Wintergreen is proposing director nominees to represent the interests of those very shareholders whose interests have been ignored or at least put in second place to the interests of management.

The Company's response is inconsistent. In the same letter in which it disputed that Wintergreen had the authority to nominate directors, CTO offered to repurchase "all or a significant portion" of the 27.1% of CTO shares held by Wintergreen's Clients. Wintergreen believes this offer shows CTO's desperation, especially considering that it is difficult to imagine a scenario in which: (i) CTO could come up with the necessary cash; and (ii) CTO could engage in a repurchase transaction of that size while fulfilling its fiduciary obligations to the other shareholders. Wintergreen is disappointed with the lengths to which CTO is willing to go to deny shareholders the right to choose their representatives on the board of directors. If CTO truly had a strong argument as to why the Wintergreen nominees should not serve on CTO's board of directors, it should make that case to the owners of the company, the shareholders.

If the offer to return to a positive relationship between CTO and Wintergreen is authentic, and to save significant shareholder expense, this can be accomplished by a single proxy nominating Wintergreen's four director nominees who understand and represent the majority of CTO shareholders and three CTO nominees excluding John Albright and Jeff Fuqua who have had primary responsibility for the management of CTO.