File pursuant to Rule 424(b)(2)
Registration No. 333-149371
CALCULATION OF REGISTRATION FEE
Title of
Proposed maximum
securities to be
Amount to be
offering price per
Proposed maximum
Amount of
registered
registered
unit
offering price
registration fee
Common Stock
17,145,000 shares
$37.09
$635,908,050
$24,991.19(1)
(1)
The filing fee is calculated in accordance with Rule 457 (c) of the Securities Act of 1933.
This “Calculation of Registration Fee” table shall be deemed to update the “Calculation of
Registration Fee” table in The St. Joe Company’s Registration Statement No. 333-149371 on Form
S-3.
The St. Joe Company is offering 17,145,000 shares of its
common stock.
Our common stock is listed on the New York Stock Exchange under
the symbol “JOE.” The closing price of our common
stock on the NYSE on February 26, 2008 was $39.68 per share.
Investing in our common stock involves risks and
uncertainties. See “Risk Factors” in our Annual Report
on
Form 10-K
for the year ended December 31, 2007. You should read this
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference into the accompanying
prospectus carefully before you make your investment
decision.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
Unless otherwise indicated or unless the context requires
otherwise, all references in this prospectus supplement and the
accompanying prospectus to “we,”“us,”“our,”“JOE” and the “Company”
refer to The St. Joe Company and its subsidiaries.
This document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering of our
common stock and supplements information contained in the
accompanying prospectus and the documents incorporated by
reference into the accompanying prospectus. The second part is
the accompanying prospectus, which gives more general
information about us and the securities we may offer from time
to time under our shelf registration statement. To the extent
there is a conflict between the information contained in this
prospectus supplement, on the one hand, and the information
contained in the accompanying prospectus or any document
incorporated by reference therein, on the other hand, you should
rely on the information in this prospectus supplement.
We have not authorized any dealer, salesman or other person to
give any information or to make any representation other than
those contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You must not rely
upon any information or representation not contained or
incorporated by reference in this prospectus supplement or the
accompanying prospectus. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or
the solicitation of an offer to buy common stock in any
jurisdiction to any person to whom it is unlawful to make such
an offer or solicitation in such jurisdiction. You should not
assume that the information contained in this prospectus
supplement and the accompanying prospectus is accurate on any
date subsequent to the date set forth on the front of the
document or that any information we have incorporated by
reference is correct on any date subsequent to the date of the
document incorporated by reference, even though this prospectus
supplement and any accompanying prospectus is delivered or
common stock is sold on a later date.
Common stock to be outstanding after this offering
91,742,456 shares
Use of Proceeds
We intend to use the proceeds of this offering to pay down our
debt, including our Senior Notes, borrowings under our revolving
credit facility, and Term Loan, as well as for other general
corporate purposes. See “Use of Proceeds” on
page S-3
of this prospectus supplement.
NYSE symbol
JOE
The information above and elsewhere in this prospectus
supplement regarding outstanding shares of our common stock is
based on 74,597,456 shares of common stock outstanding as
of December 31, 2007 and excludes 700,781 shares of
common stock issuable upon the exercise of options outstanding
as of December 31, 2007, at a weighted average exercise
price of $36.21 per share.
We estimate that the net proceeds from this offering will be
approximately $579,667,750, after deducting underwriting
discounts and commissions and our estimated offering expenses.
We intend to use any net proceeds from the sale of our common
stock to pay down our debt, including our Senior Notes and
related prepayment penalties, borrowings under our bank credit
facility and our Term Loan, as well as for other general
corporate purposes. Pending these uses of the net proceeds, we
intend to invest the net proceeds in short-term,
interest-bearing, investment grade securities.
As a result of the restructuring plan we announced in October
2007, we eliminated our quarterly dividend. In the future we
plan to return capital to shareholders through our share
repurchase program rather than paying a dividend. Any future
determination to pay dividends will be at the discretion of our
board of directors and will depend on our financial condition,
results of operations, capital requirements and other factors
that our board of directors deems relevant.
Subject to the terms and conditions of the underwriting
agreement, Deutsche Bank Securities Inc. has agreed to purchase
from us 17,145,000 shares of common stock at a public
offering price less the underwriting discount and commission set
forth on the cover page of this prospectus supplement.
The underwriting agreement provides that the obligations of the
underwriter to purchase the shares of common stock offered
hereby are subject to certain conditions precedent and that the
underwriter will purchase all of the shares of common stock
offered by this prospectus supplement if any of these shares are
purchased.
We have been advised by the underwriter that it proposes to
offer the shares of common stock to the public at the public
offering price set forth on the cover of this prospectus
supplement. After the public offering, the underwriter may
change the offering price and other selling terms.
Pursuant to a requirement by the Financial Industry Regulatory
Authority, or FINRA, the maximum discount or commission to be
received by any FINRA member or independent broker/dealer may
not be greater than 8.0% of the gross proceeds received by us
from the sale of any securities being registered pursuant to SEC
Rule 415. The underwriting discount and commission per
share is equal to the public offering price per share of common
stock less the amount paid by the underwriter to us per share of
common stock. The underwriting discount and commission is 3.33%
of the public offering price. We have agreed to pay the
underwriter the following discount and commission:
Fee per share
Total Fees
Discount and commission paid by us
$
1.167
$
20,002,250
In addition, we estimate that the total expenses of this
offering, excluding the underwriting discount and commission,
will be approximately $405,000.
During the term of our engagement letter with the underwriter or
within 15 months thereafter, we have granted to the
underwriter a right of first refusal to act as our lead manager
or exclusive placement agent in connection with a financing or
refinancing through a public or private offering of common
equity, preferred equity, equity-linked securities or any other
similar capital security.
We have agreed to indemnify the underwriter against specified
types of liabilities, including liabilities under the Securities
Act, and to contribute to payments the underwriter may be
required to make in respect of any of these liabilities.
Each of our directors and executive officers has agreed that,
without the prior written consent of the underwriter, they will
not, during the period ending 45 days after the date of
this prospectus supplement:
•
offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend or
otherwise transfer or dispose of, directly or indirectly, any
shares of our common stock or any securities convertible into or
exercisable or exchangeable for shares of our common
stock; or
•
enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences
of ownership of shares of our common stock, whether any
transaction described above is to be settled by delivery of
shares of our common stock or such other securities, in cash or
otherwise.
the disposition of shares by a director or officer pursuant to
any trading plan adopted prior to February 26, 2008
pursuant to
Rule 10b5-1
under the Securities Exchange Act of 1934, as amended;
•
transactions relating to shares of common stock or other
securities acquired in open market transactions after the
completion of the offering of the shares;
•
shares surrendered in payment of taxes due on vested restricted
stock;
•
transfers of shares as a gift, or by will or intestacy; or
•
transfers to certain entities or persons affiliated with the
stockholder;
provided that in the case of each of the last two transactions,
each donee, distributee, transferee and recipient agrees to be
subject to the restrictions described in the immediately
preceding paragraph.
In connection with the offering, the underwriter may purchase
and sell shares of our common stock in the open market. These
transactions may include short sales, purchases to cover
positions created by short sales and stabilizing transactions.
Short sales involve the sale by the underwriter of a greater
number of shares than it is required to purchase in the
offering. The underwriter may close out any short position by
purchasing shares in the open market.
Stabilizing transactions consist of various bids for or
purchases of our common stock made by the underwriter in the
open market prior to the completion of the offering.
Purchases to cover a short position and stabilizing transactions
may have the effect of preventing or slowing a decline in the
market price of our common stock. Additionally, these purchases
may stabilize, maintain or otherwise affect the market price of
our common stock. As a result, the price of our common stock may
be higher than the price that might otherwise exist in the open
market. These transactions may be effected on the New York Stock
Exchange, in the over-the-counter market or otherwise.
In connection with this offering, the underwriter may engage in
passive market making transactions in our common stock on the
New York Stock Exchange in accordance with Rule 103 of
Regulation M under the Exchange Act during a period before
the commencement of offers or sales of common stock and
extending through the completion of distribution. A passive
market maker must display its bid at a price not in excess of
the highest independent bid of that security. However, if all
independent bids are lowered below the passive market
maker’s bid, that bid must then be lowered when specified
purchase limits are exceeded.
A prospectus supplement and the accompanying prospectus in
electronic format are being made available on an Internet web
site maintained by the underwriter. Other than the prospectus
supplement and the accompanying prospectus in electronic format,
the information on the underwriter’s web site is not part
of the prospectus supplement and the accompanying prospectus or
the registration statement of which the prospectus supplement
and the accompanying prospectus form a part.
Pursuant to our engagement letter with the underwriter, the
underwriter may provide certain financial advisory or investment
banking services for us from time to time in the future for
which it may receive fees.
Each holder of common stock is entitled to one vote for each
share held of record on the applicable record date on all
matters presented to a vote of shareholders. The holders of a
majority of our common stock represented at any meeting of
shareholders constitutes a quorum and a majority of such quorum
is entitled to vote on any matter coming before the meeting. Our
board of directors is elected at the annual meeting of our
shareholders by a plurality of the votes cast at the election.
We do not have a staggered board of directors.
Each holder of common stock on the applicable record date is
entitled to receive dividends as may be declared by our board of
directors out of legally available funds and, in the event of
liquidation, to share pro rata in any distribution of our assets
after payment of or providing for the payment of liabilities.
Holders of our common stock do not have preemptive rights. There
are no conversion rights or redemption or sinking fund
provisions with respect to our common stock. All outstanding
shares of our common stock are, and the shares of common stock
covered by this prospectus supplement will be, when issued,
fully paid and non-assessable.
Florida has enacted legislation that may deter takeovers of
Florida corporations. The control share acquisition provisions
of the Florida Business Corporation Act generally provide that
shares of common stock acquired in excess of 20% of the
outstanding common stock of a corporation will not possess any
voting rights unless these voting rights are approved by a
majority vote of a corporation’s disinterested shareholders
or by the board of directors. These provisions could affect the
voting rights afforded the common stock acquired in the future
by any present or future holder of at least 20% of the
outstanding common stock, provided that we do not opt out of
these provisions of the Act. The provisions of this Act that
relate to affiliated transactions generally require
supermajority approval by disinterested shareholders or a
majority of disinterested directors for specified affiliated
transactions between a public corporation and holders of more
than 10% of the outstanding voting shares of the corporation (or
their affiliates).
The transfer agent and registrar for our common stock is
American Stock Transfer and Trust Company.
The validity of the issuance of the common stock offered hereby
will be passed upon for us by Christine M. Marx, General Counsel
and Corporate Secretary of The St. Joe Company.
Sullivan & Cromwell LLP has also acted as our counsel
in connection with this offering. Lowenstein Sandler PC, New
York, New York, has acted as counsel to the underwriter in
connection with certain legal matters related to this offering.
We will provide the specific terms of any offering of these
securities in a supplement to this prospectus. The applicable
prospectus supplement will also describe the specific manner in
which we will offer these securities and may also supplement,
update or amend information contained in this prospectus. You
should read this prospectus, the applicable prospectus
supplement and any documents incorporated by reference into this
prospectus carefully before you invest.
We may sell these securities on a continuous or delayed basis
directly, through agents, dealers or underwriters as designated
from time to time, or through a combination of these methods. If
any agents, dealers or underwriters are involved in the sale of
any securities, the applicable prospectus supplement will set
forth any applicable commissions or discounts. Our net proceeds
from the sale of securities also will be set forth in the
applicable prospectus supplement.
We are incorporated in the State of Florida. Our common stock is
listed on the New York Stock Exchange and trades under the
ticker symbol “JOE”. Our principal executive offices
are located at 245 Riverside Avenue, Suite 500,
Jacksonville, Florida32202. Our telephone number is
(904) 301-4200.
Our website is www.JOE.com. The information contained on
our website is not incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
Investing in these securities involves risk. See
“Risk Factors” in our Annual Report on
Form 10-K
for the year ended December 31, 2007 and any additional
“Risk Factors” set forth in any applicable prospectus
supplement.
This prospectus is part of a shelf registration statement that
we have filed with the Securities and Exchange Commission (the
“SEC”). By using a shelf registration statement, we
may sell, at any time and from time to time, in one or more
offerings, the securities identified in this prospectus. Each
time we sell securities, we will provide a prospectus supplement
that contains specific information about the terms of those
securities. The prospectus supplement may also add, update or
change information contained in this prospectus and in the event
the information set forth in a prospectus supplement differs in
any way from the information set forth in the prospectus, you
should rely on information set forth in the prospectus
supplement. The rules of the SEC allow us to incorporate by
reference information into this prospectus. The information
incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. See
“Information Incorporated by Reference.”
You should read both this prospectus and any prospectus
supplement together with the additional information described
below under the heading “Where You Can Find More
Information.”
We have not authorized any dealer, salesman or other person to
give any information or to make any representation other than
those contained or incorporated by reference in this prospectus
or any applicable supplement to this prospectus. If anyone
provides you with different or inconsistent information, you
should not rely on it. We are not making an offer to sell or a
solicitation of an offer to buy securities in any jurisdiction
to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. You should assume that the
information contained in this prospectus or any applicable
prospectus supplement is only correct as of their respective
dates or the date of the document in which incorporated
information appears. Our business, financial condition, results
of operations and prospects may have changed since those dates.
Unless otherwise indicated or the context otherwise requires,
all references in this prospectus to “we,”“us,”“our,”“JOE” and the
“Company” refer to The St. Joe Company and its
subsidiaries.
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. Such filings are available
to the public from the SEC’s website at
http://www.sec.gov.
You may also read and copy any documents we file at the
SEC’s public reference room at 100 F Street,
N.E., Washington, D.C. 20549. You may also obtain copies of
these documents at prescribed rates by writing to the Public
Reference Section of the SEC at that address. Please call the
SEC at
1-800-SEC-0330
for further information on the public reference room. You may
also inspect our SEC filings at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York10005.
Information about us, including our filings, is also available
on our website at www.JOE.com; however, that information
is not part of this prospectus or any accompanying prospectus
supplement.
The SEC allows us to incorporate by reference the information
contained in documents we file with the SEC, which means that we
can disclose important information to you by referring you to
those documents. The information incorporated by reference is an
important part of this prospectus and any applicable prospectus
supplement. Any statement contained in a document which is
incorporated by reference in this prospectus or the applicable
prospectus supplement is automatically updated and superseded if
information contained in this prospectus or any applicable
prospectus supplement, or information that we later file with
the SEC, modifies or replaces that information. Any statement
made in this prospectus or any applicable prospectus supplement
concerning the contents of any contract, agreement or other
document is only a summary of the actual contract, agreement or
other document. If we have filed or incorporated by reference
any contract, agreement or other document as an exhibit to the
registration statement, you should read the exhibit for a more
complete understanding of the document or matter involved. Each
statement regarding a contract, agreement or other document is
qualified in its entirety by reference to the actual document.
We incorporate by reference the following documents we filed
with the SEC (other than any information contained therein or
attached as exhibits thereto which has been furnished but not
filed in accordance with SEC rules):
(2) Our Current Reports on
Form 8-K
filed on January 24 and February 19, 2008; and
(3) Our Proxy Statement on Schedule 14A filed
April 13, 2007.
Any documents filed by us pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date of this prospectus and before the termination of the
offering of the securities to which this prospectus relates will
automatically be deemed to be incorporated by reference in this
prospectus and a part of this prospectus from the date of filing
of such documents; provided, however, that we are not
incorporating any documents or information contained therein
that has been furnished but not filed with the SEC.
To receive a free copy of any of the documents incorporated by
reference in this prospectus (other than exhibits unless they
are specifically incorporated by reference into those
documents), call or write Investor Relations, The St. Joe
Company, 245 Riverside Avenue, Suite 500, Jacksonville,
Florida32202,
(866) 417-7132.
The consolidated financial statements and schedule of the
Company as of December 31, 2007 and 2006, and for each of
the years in the three-year period ended December 31, 2007
have been incorporated by reference herein in reliance upon the
reports of KPMG LLP, independent registered public accounting
firm, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing. The report
of KPMG LLP with respect to the consolidated financial
statements and schedule contains an explanatory paragraph
referring to the Company’s adoption of Statements of
Financial Accounting Standards No. 123(R), Share-Based
Payment, as of January 1, 2006 and No. 158,
Employers’ Accounting for Defined Benefit Pension and
Other Postretirement Plans, as of December 31, 2006.
2
Dates Referenced Herein and Documents Incorporated by Reference
