Current Report Filing (8-k)
December 29 2016 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date of earliest event reported)
December
27, 2016
The St. Joe Company
(Exact Name of Registrant as Specified in its Charter)
Florida
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1-10466
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59-0432511
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(State or other jurisdiction of
incorporation or
organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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133 South WaterSound Parkway
WaterSound, Florida
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32461
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(Address of principal executive offices)
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(Zip Code)
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(850) 231-6400
(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:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 8.01.
Other Events.
On December 27, 2016, The St. Joe Company, (the “Company”), through its
wholly-owned subsidiary St. Joe Timberland Company of Delaware, L.L.C.
(“SJTC”), entered into an agreement (the “Agreement”) with Windmark JV,
LLC, (“Windmark JV”), pursuant to which SJTC transferred to Windmark JV
all of SJTC’s interest in the Windmark Beach project located in Gulf
County, Florida, together with certain tangible and intangible assets
(collectively, the “Windmark Beach Development”) (the “Transaction”).
Windmark JV is a joint venture between Windmark Beach, LLC (“WMBLLC”), a
wholly owned subsidiary of the Company, The Fairholme Unlimited
Foundation, Inc. (a 501(c)(3) private operating foundation), and an
unrelated 501(c)(3) charitable foundation.
WMBLLC will be the managing member of Windmark JV and will run its
day-to-day operations. Windmark JV will own and its members will make
major decisions related to the management and development of the
Windmark Beach Development. For financial accounting purposes, the
Company is deemed to control Windmark JV and intends to consolidate the
results of Windmark JV. The Agreement provided for Windmark JV to
transfer $20.0 million to SJTC in exchange for the Windmark Beach
Development. However, as WMBLLC contributed capital of $9.9 million to
Windmark JV in exchange for its equity interest, for purposes of
generally accepted accounting principles, the only impact on the
Company’s current financial position will be an increase in cash and
cash equivalents of $10.3 million and an increase in non-controlling
interests for the same amount. There will be no impact on the results
of operations of the Company as a result of the Transaction. The
Company will initially recognize a tax loss of approximately $125
million.
Windmark Beach is a mixed use residential and commercial community
consisting of over 1,900 acres, 64 residential single-family developed
lots, approximately 59,000 square feet of commercial and community space
and 31 residential multi-family units located above the commercial
space. The Transaction followed a broad marketing process to identify a
third party purchaser conducted by a nationally recognized real estate
broker, which did not result in any acceptable offers. The Transaction
was approved by a special committee of independent directors of the
Company.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K may include forward-looking statements,
including statements regarding the accounting and tax consequences of
the Transaction and its impact on the Company’s financial condition and
results of operations. The statements made by the Company are based
upon management's current expectations and are subject to certain risks
and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. These risks and
uncertainties include unanticipated changes in the tax and financial
accounting treatment of the Transaction and the Company’s inability to
realize anticipated benefits with respect to its financial condition and
results of operations as a result of the Transaction, as well as other
factors beyond the Company's control and the risk factors and other
cautionary statements described in the Company’s filings with the SEC,
including the Company's Annual Report on Form 10-K filed with the
Commission on March 2, 2016 as updated by subsequent Quarterly Reports
on Form 10-Qs and other current report filings.
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.
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THE ST. JOE COMPANY
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By:
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/s/ Marek Bakun
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Marek Bakun
Chief Financial Officer
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Date: December 28, 2016
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