St. Joe (JOE) – Odd Lot Tender Offer – $110 guaranteed return

Current Price – $16.89;

Offer Price – $18;

Upside – 6.5% or $110 (for odd lot holders);

Expiration date –  22 Sep 2015;

SEC Filling



The St. Joe Company is offering to purchase up to 16,666,666 shares of its common stock, no par value, at a price of $18.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal, which together, as they may be amended and supplemented from time to time, constitute the “tender offer.” Unless the context otherwise requires, all references to “shares” shall refer to the shares of common stock, no par value, of St. Joe. 16,666,666 shares represents approximately 18.2% of our outstanding common stock as of August 21, 2015


No proration for Odd Lot holders:

If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares prior to the Expiration Time and you complete the section entitled “odd lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your shares without subjecting them to the proration procedure


Source of Funds:

Assuming the tender offer is fully subscribed, we expect the aggregate purchase price for the shares acquired pursuant to the tender offer, together with all related fees and expenses, to be approximately $300.5 million. We expect to fund the share purchases in the tender offer, and to pay related fees and expenses, from our current assets, including cash and cash equivalents and investments. The tender offer is not conditioned upon the receipt of financing.