Item 2.01. Completion of Acquisition or Disposition of Assets.
On April 23, 2021, Alpine Income Property Trust, Inc. (the “Company”) completed the acquisition of one net leased property (the “Single Property”) located in North Richland Hills, Texas from a subsidiary of CTO Realty Growth, Inc. (“CTO”) for a cash purchase price of $11.5 million. The acquisition was funded utilizing a draw on the Company’s revolving credit facility.
On June 30, 2021, the Company completed the acquisition of an additional six net leased properties (the “CMBS Portfolio”) from certain subsidiaries of CTO (the “Sellers”) for an aggregate purchase price of $44.5 million. Pursuant to the purchase and sale agreement, made as of April 2, 2021 and as amended on April 20, 2021, among the Company’s operating partnership subsidiary, Alpine Income Property OP, LP (the “Operating Partnership”), and the Sellers, the Operating Partnership and the Sellers entered into an assignment and assumption of a certain loan agreement dated September 30, 2014. The outstanding principal balance of the loan assumed at the time of acquisition totaled $30.0 million, and the loan bears a fixed interest rate of 4.33%. The loan matures in October 2034 and is prepayable without penalty beginning in October 2024. The acquisition of the CMBS Portfolio was funded utilizing available cash, net of the $30.0 million loan assumed.
CTO is the parent company of the Company’s external manager and owns approximately 15.8% of the Company’s outstanding equity at the time of the filing of this Current Report on Form 8-K, including units of limited partnership interest in the Operating Partnership. The consideration of $11.5 million and $44.5 million for the purchase price of the Single Property and the CMBS Portfolio, respectively, was determined based on third-party offers received by CTO. For more information regarding the relationship between the Company and CTO, see Part I, Item 1 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Part I, Item 1 of the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021.
Excluding the Single Property and CMBS Portfolio acquisitions, subsequent to December 31, 2020, the Company has completed additional acquisitions of net leased properties in separate transactions. The acquisitions of the additional net leased properties, together with the Single Property and CMBS Portfolio acquisitions, are collectively referred to herein as the “2021 Acquisitions.”
This Current Report on Form 8-K includes historical financial statements of the Single Property and the CMBS Portfolio and the pro forma consolidated financial information with respect to the 2021 Acquisitions required by Items 9.01(a) and 9.01(b) of Form 8-K.
The pro forma financial information included in this Current Report on Form 8-K has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company would have achieved had the Company held the assets of the 2021 Acquisitions during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve after the acquisition of such properties.
Item 7.01. Regulation FD Disclosure.
On July 1, 2021, the Company issued a press release announcing the completion of the acquisition of the CMBS Portfolio. A copy of the press release is attached hereto as Exhibit 99.3. The information contained in Item 7.01 of this Current Report, including Exhibit 99.3, is being furnished and shall not be deemed “filed” for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The financial statements that are required to be filed pursuant to this item are being filed as Exhibits 99.1 and 99.2 to this Form 8-K.
