CTO Realty Growth closes $1B unsecured credit facility
The agreement permits an increase in aggregate commitments up to $1.5 billion in accordance with its terms.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
CTO Realty Growth, Inc. closed a $1.0 billion amended and restated unsecured credit facility on September 29, 2026, increasing total commitments by $250 million. The agreement replaces the prior KeyBank credit agreement and provides for borrowings bearing interest at the Applicable Margin plus Base Rate, Daily Simple SOFR, or Term SOFR. The company also repaid all obligations outstanding under its BMO Credit Agreement; that agreement was terminated and its obligations discharged.
At closing, SOFR swaps resulted in initial fixed interest rates, based on the company’s current leverage ratio, of 5.3% for the 2029 Term Loan, 4.9% for the 2030 Term Loan, 4.8% for the 2031 Term Loan, and 3.4% for the 2032 Term Loan; the 2032 rate will adjust to approximately 5.3% in February 2027. Forward-starting swaps will replace certain existing swaps as they expire, with periodic rate adjustments during the loan terms. The agreement includes customary restrictive and financial maintenance covenants, including limits on indebtedness, certain investments and liens, affiliate transactions, and major transactions such as mergers.
Filing Explained
The company closed the facility with
8-K Event Classification
Key Figures
Key Terms
Daily Simple SOFR financial
Term SOFR financial
forward-starting swaps financial
financial maintenance covenants financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How large is CTO's new credit facility?
What are the initial interest rates on CTO's term loans?
How are borrowings under CTO's credit agreement priced?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class: | | Trading Symbols | | Name of each exchange on which registered: |
|
| |||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed by CTO Realty Growth, Inc., a Maryland corporation (the ”Company”), the Company and certain subsidiaries of the Company previously entered into a Credit Agreement, dated as of September 30, 2024, with KeyBank National Association, as administrative agent (“KeyBank”), and certain other lenders named therein (as amended prior to September 29, 2026, the “Original KeyBank Credit Agreement”).
On September 29, 2026, the Company and certain subsidiaries of the Company entered into an Amended and Restated Credit Agreement with KeyBank and certain other lenders named therein to amend and restate the Original KeyBank Credit Agreement in its entirety (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement provides for:
| ● | a $400,000,000 senior unsecured revolving credit facility maturing in September 2030, with two six-month extension options (the “Revolving Facility”); |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in September 2029 (the “2029 Term Loan Facility”); |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in September 2030 (the “2030 Term Loan Facility”); |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in September 2031 (the “2031 Term Loan Facility”); and |
| ● | a $150,000,000 senior unsecured term loan credit facility maturing in March 2032 (the “2032 Term Loan Facility” and, together with the Revolving Facility, the 2029 Term Loan Facility, the 2030 Term Loan Facility, and the 2031 Term Loan Facility, the “Facilities”), |
subject to an increase in the aggregate amount of the Facilities up to an aggregate commitment of $1,500,000,000 in accordance with the terms of the Amended and Restated Credit Agreement.
The Facilities were provided by a syndicate of banks led by KeyBank as administrative agent. Co-syndication agents included Bank of America, N.A., The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, and Wells Fargo Bank, N.A. Additional participating banks included Associated Bank, National Association, Pinnacle Bank, Raymond James Bank, and Santander.
Borrowings under the Amended and Restated Credit Agreement bear interest at a rate equal to either (i) the Applicable Margin plus the Base Rate (each as defined in the Amended and Restated Credit Agreement), (ii) the Applicable Margin plus Daily Simple SOFR (as defined in the Amended and Restated Credit Agreement) or (iii) the Applicable Margin plus Term SOFR (as defined in the Amended and Restated Credit Agreement).
The Company is subject to customary restrictive covenants under the Amended and Restated Credit Agreement, including, but not limited to, limitations on the Company’s ability to: (i) incur indebtedness; (ii) make certain investments; (iii) incur certain liens; (iv) engage in certain affiliate transactions; and (v) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants as described in the Amended and Restated Credit Agreement.
The foregoing description of the Amended and Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated Credit Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
On September 29, 2026, in connection with the Company’s entry into the Amended and Restated Credit Agreement, the Company repaid all obligations outstanding under that certain Second Amended and Restated Credit Agreement, dated as of September 7, 2017, among the Company, certain subsidiaries of the Company, Bank of Montreal, as administrative agent, and certain other lenders named therein (as amended, the “BMO Credit Agreement”). As a result, the BMO Credit Agreement was terminated and the obligations thereunder were discharged.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release (the “press release”) announcing the Company’s entry into the Amended and Restated Credit Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for any purpose, including for 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.
The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | | Description |
10.1 | Amended and Restated Credit Agreement, dated September 29, 2026, among the Company, the Guarantors party thereto, KeyBank National Association, as Administrative Agent, and Certain Other Lenders Named Therein. | |
99.1 | Press Release issued September 30, 2026 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 30, 2026
CTO Realty Growth, Inc.
By: /s/ Philip R. Mays
Philip R. Mays, Senior Vice President, Chief Financial Officer, and Treasurer
Exhibit 99.1
s4
Press Release
FOR | CTO Realty Growth Closes $1.0 Billion Unsecured Credit Agreement - Extends Debt Maturities with Nearest Maturity September 2029 - - Enhances Financial Flexibility with $250 Million of Incremental Commitments - |
WINTER PARK, FL – September 30, 2026 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”), an owner and operator of high-quality, open-air shopping centers located primarily in the higher growth Southeast and Southwest markets of the United States, today announced that it closed a $1.0 billion amended and restated unsecured credit facility (the “Credit Facility”). Highlights are as follows:
| ● | $1.0 billion Credit Facility comprised of: |
| o | A $400 million revolving credit facility due September 2030, with two six-month extension options, |
| o | A $150 million term loan due September 2029, upsized from $125 million (the “2029 Term Loan”), |
| o | A $150 million term loan due September 2030, upsized from $125 million (the “2030 Term Loan”), |
| o | A new $150 million term loan due September 2031 (the “2031 Term Loan”), and |
| o | A new $150 million term loan due March 2032 (the “2032 Term Loan”) |
| ● | Increases weighted average maturity of outstanding debt at closing to 4.3 years from 1.6 years, excluding extension options |
| ● | Borrowings bear interest at SOFR plus a spread determined by a pricing grid based on the Company’s leverage ratio |
| ● | Proceeds were used to repay outstanding borrowings under the Company’s previous $300 million revolving credit facility, its $100 million term loan due January 2027, and its $100 million term loan due January 2028 |
“The new Credit Facility extends our debt maturity profile and increases total commitments by $250 million, providing additional capacity to fund the growth of our high-quality, open-air shopping center portfolio. We appreciate the continued support of our existing banking partners and are pleased to welcome our new lenders to the expanded Credit Facility,” said Philip R. Mays, Senior Vice President, Chief Financial Officer and Treasurer of CTO Realty Growth.
At closing, the Company applied certain SOFR swaps to the term loans, resulting in initial fixed interest rates, based on the Company’s current leverage ratio, of 5.3% for the 2029 Term Loan, 4.9% for the 2030 Term Loan, 4.8% for the 2031 Term Loan, and 3.4% for the 2032 Term Loan. The fixed rate on the 2032 Term Loan will adjust to approximately 5.3% in February 2027. The Company has also executed forward-starting swaps that will replace certain existing swaps as they expire, resulting in periodic interest rate adjustments during the terms of the loans.
The Credit Facility was provided by a syndicate of banks led by KeyBank National Association, as administrative agent. Co-syndication agents included Bank of America, N.A., The Huntington National Bank, PNC Bank, National Association, Regions Bank, Truist Bank, and Wells Fargo Bank, N.A. Additional participating banks included Associated Bank, National Association, Pinnacle Bank, Raymond James Bank, and Santander.
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. owns and operates high-quality, open-air shopping centers located primarily in the higher growth Southeast and Southwest markets of the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc. (NYSE: PINE), a publicly traded net lease REIT.
We encourage you to review our most recent investor presentation and supplemental financial information, which is available on our website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by words such as “opportunity,” “upside,” “outlook,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions, as well as variations or negatives of these words. Statements, among others, relating to the Company’s borrowing capacity under the Credit Facility, the expected interest rates on the term loans, including the impact of forward-starting swaps, and the Company’s ability to fund future growth are forward-looking statements.
Although forward-looking statements are made based upon management’s present expectations and beliefs concerning future developments and their potential effect upon the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility, ongoing geopolitical war, distress in the banking sector, and global supply chain disruptions; credit risk associated with the Company investing in commercial loans, preferred equity, and similarly structured investments; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 Pandemic and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability of major tenants or borrowers to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business; the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently occurring events or circumstances.
Contact:
Investor Relations
ir@ctoreit.com