ST JOE CO JOE

election_required = True...o the expiration date by any odd lot holder (as defined below) who: (a) tenders all shares owned beneficially or of record by that odd lot holder (tenders of fewer than all the shares owned by that odd lot holder will not qualify for this preference); and (b) completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. (2) Second, after the purchase of all of the shares tendered by odd lot holders, subject to the conditional tender provisions described in Section 6, St. Joe will purchase all other shares properly tendered and not properly withdrawn prior to the expiration date, on a pro rata bas...

expiry = 2015-09-22...1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY THE ST. JOE COMPANY OF UP TO 16,666,666 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $18.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 22, 2015, UNLESS THE TENDER OFFER IS EXTENDED. The St. Joe Company (“St. Joe,” “we,” “us” or “our”) 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 a...

listed = True...piration date. Any determination or judgment by St. Joe concerning the events described above will be final and binding on all parties, subject to a court of law having jurisdiction regarding such matters. 8. Price Range of Shares; Dividends. St. Joe’s shares are traded on the NYSE under the trading symbol “JOE.” The following table sets forth the high and low closing prices per share reported on the NYSE for each of the fiscal periods indicated. Year ended December 31, 2013 High Low First Quarter $ 24.38 $ 20.17 Second Quarter $ 21.41 $ 18.98 Third Quarter $ 23.24 $ 19.31 Fourth Quarter $ 20.99 $ 17.46 Year ended...

mechanism = FIXEDEX-99.(A)(1)(A) 2 d56088dex99a1a.htm EX-(A)(1)(A) EX-(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY THE ST. JOE COMPANY OF UP TO 16,666,666 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $18.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 22, 2015, UNLESS THE TENDER OFFER IS EXTENDED. The St. Joe Company (“St. Joe,” “we,” “us” or “our”) 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,...

must_tender_all = True...cause us to be eligible for deregistration under the Exchange Act or delisted from the NYSE. What happens if more than 16,666,666 shares are tendered in the tender offer? We will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares and do not properly withdraw them before the expiration date; • second, after purchasing the shares from the “odd lot” holders, from all other shareholders who properly tender shares and who do not properly withdraw them before the expiration date, on a pro rata basis, subject to the conditional tender provisions described in Section 6,...

no_priority = True...ult their tax advisors regarding the application of United States federal income tax withholding, including eligibility for a withholding tax reduction or exemption, and the refund procedure. -25- 6. Conditional Tender of Shares. Subject to the exceptions for odd lot holders, in the event of an over-subscription of the tender offer, shares tendered prior to the expiration date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum number of the share...

price = USD 18.0...99.(A)(1)(A) 2 d56088dex99a1a.htm EX-(A)(1)(A) EX-(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY THE ST. JOE COMPANY OF UP TO 16,666,666 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $18.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 22, 2015, UNLESS THE TENDER OFFER IS EXTENDED. The St. Joe Company (“St. Joe,” “we,” “us” or “our”) is offering to purcha...

price = USD 18.0...timated for purposes of calculating the filing fee only. The amount assumes the purchase of 16,666,666 shares of the outstanding common stock, no par value, of The St. Joe Company at a price of $18.00 per share in cash. ** The amount of the filing fee, calculated in accordance with Rule 0–11 under the Securities Exchange Act of 1934, as amended, equals $116.20 per million dollars of the value of the transaction. x Check the box if any...

threshold = 100...pecified number of shares, none of those shares will be purchased. Odd Lots. For purposes of the tender offer, the term “odd lots” shall mean all shares properly tendered prior to the expiration date and not properly withdrawn by any person referred to as an “odd lot holder” who owns beneficially or of record an aggregate of fewer than 100 shares and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd l...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d56088dex99a1a.htm EX-(A)(1)(A) EX-(a)(1)(A) Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY THE ST. JOE COMPANY OF UP TO 16,666,666 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE OF $18.00 PER SHARE THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 22, 2015, UNLESS THE TENDER OFFER IS EXTENDED. The St. Joe Company (“St. Joe,” “we,” “us” or “our”) is offering to purchas...

txn_type = TENDER_OFFER...“Schedule TO”) initially filed by The St. Joe Company, a Florida corporation (“St. Joe” or the “Company”), on August 24, 2015, pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with the Company’s offer to purchase for cash up to 16,666,666 shares of its common stock, no par value (the “Shares”), 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 described in the Offer to Purchase, dated August 24, 2015 (the “Offer to Purchase”) and the...