With roots that go back to the early 1900’s, Consolidated-Tomoka Land Co. (CTO) (NYSE: CTO, “CTO”) is a land company in Volusia County, Florida, that was formed as the remains of a liquidating trust from Baker, Fentress & Co. In 2006, when Wintergreen first invested in CTO, it was and still is a company with approximately 10,500 acres of largely undeveloped land near the famous Daytona International Speedway and Interstate 95, a primary north-south highway. Although CTO has sold off some acreage over the years, and it has improved the quality of its income property portfolio, in our opinion, CTO has largely not taken advantage of or participated in rising land values during the ongoing real estate recovery. We believe CTO’s stock price is significantly undervalued, and the increase in stock price over the years generally tracks the increase in value of the real estate market. Since initiating a position, Wintergreen has encouraged meaningful changes at CTO including the replacement of what we viewed as a flawed management team and the implementation of annual elections for directors through the removal of the staggered board structure which had worked to entrench the previous slate of directors.
During the last decade, while Wintergreen has owned a significant portion of CTO, we think the company has been plagued by management issues, lack of overall vision to design and implement a development plan for the company, and the overarching real estate market that, while it was sour for a few years, provided well-run companies with the opportunity to prepare for the current upswing in the real estate market. We believe this current upswing, combined with favorable interest rates makes it a great time to take action. However, we believe that CTO has again lost its way.
To invigorate and motivate management to re-focus on the best interests of all shareholders, advisory clients of Wintergreen Advisers, as beneficial owners of more than 25% of the outstanding shares of CTO, have initiated a shareholder proposal (the “Wintergreen Proposal”) for the 2016 annual meeting of CTO shareholders. The Wintergreen Proposal is for CTO, in order to capitalize upon the revitalized real estate market in Daytona Beach and Volusia County, to hire an independent advisor to evaluate ways to maximize shareholder value through the sale of CTO or the liquidation of CTO’s assets. We believe numerous CTO shareholders are supportive of event-driven value creation for this company. As we have discussed with current CTO management, we believe that continuation of the status quo at the company is not an acceptable option. CTO’s Board of Directors, in response to the Wintergreen Proposal, and in advance of the shareholder meeting, has hired independent advisor Deutsche Bank to assist in this evaluation. While it is too early to tell how this process will proceed, Wintergreen Advisers will attend the upcoming shareholder meeting and continue its active participation in this investment.
From David Winters (Trades, Portfolio)' 2015 annual letter to shareholders.
