St. Joe Announces an Agreement to Sell 382,834 Acres of Non-Strategic Lands

  St. Joe Announces an Agreement to Sell 382,834 Acres of Non-Strategic Lands

Business Wire

WATERSOUND, Fla. -- November 7, 2013

The St. Joe Company (NYSE: JOE) (the “Company”) today announced that it has
entered into a sales agreement (the “Sales Agreement”) with AgReserves, Inc.,
a Utah corporation, to sell approximately 382,834 acres of its non-strategic
timberland and rural land in Northwest Florida for $565 million. The final
price is subject to an adjustment set forth in the Sales Agreement. This
proposed transaction does not include land within the Company’s existing
residential or commercial real estate segments or its resorts, leisure or
leasing segment, nor include any land for which the Company had plans to
develop or use in these types of operations in the foreseeable future.

“This sale of timberland will help the Company concentrate on its core
business activity of real estate development in Northwest Florida,” said Park
Brady, CEO for The St. Joe Company. “The proceeds from the sale will provide
the Company with significant liquidity and numerous opportunities to create
long-term value for our shareholders.”

The land to be sold includes the majority of the Company’s timberlands in Bay,
Calhoun, Franklin, Gadsden, Gulf, Jefferson, Leon, Liberty and Wakulla
counties and had an aggregate carrying value of approximately $54 million at
October 31, 2013. AgReserves, Inc. is assuming agreements and contracts
existing on the purchased timberlands and intends to maintain timber and
agricultural uses of the lands.

“AgReserves has demonstrated its commitment to wise land stewardship and
prudent resource management during more than 60 years of ranching and
agricultural operations in east central Florida. We will apply that same
commitment and expertise to managing the property we are acquiring in
Florida’s panhandle. We look to the long term in everything we do,” said Paul
Genho, Chairman of the Board for AgReserves, Inc. AgReserves, Inc. is a
tax-paying affiliate of The Church of Jesus Christ of Latter-day Saints.

The transaction was unanimously approved by the board of directors of the
Company and by AgReserves Inc., and is subject to customary closing
conditions, including regulatory approvals, and the approval of the
shareholders of the Company. The transaction is expected to close in the first
quarter of 2014. Following the sale, the Company will own approximately
184,000 acres of land concentrated primarily in Northwest Florida, which
includes lands used or intended to be used in its real estate development
operations.

TAP Advisors acted as financial advisor to the Company in connection with this
transaction, with Sullivan & Cromwell LLP and Greenberg Traurig P.A. as legal
counsel. Foley & Lardner LLP and Kirton McConkie PC acted as legal counsel to
AgReserves, Inc.

About The St. Joe Company

The St. Joe Company is a Florida-based real estate developer and manager. The
Company owns land concentrated primarily in Northwest Florida and has
significant residential and commercial land-use entitlements in hand or in
process. The Company also owns various commercial, resort and club properties.
More information about the Company can be found on its website at www.joe.com.

Information Concerning Forward-Looking Statements

Certain statements made in this document and other written or oral statements
made by or on behalf of the Company constitute “forward-looking statements”
within the meaning of the federal securities laws, including statements
regarding the Company’s future performance, as well as management’s
expectations, beliefs, intentions, plans, estimates or projections relating to
the future. Forward-looking statements could be affected by the following
factors, among others, related to the Sale Agreement and the transaction
contemplated therein (the "Proposed Transaction"): the occurrence of any
event, change or other circumstances that could give rise to the termination
of the Sale Agreement or the failure to satisfy closing conditions; the
ability to obtain regulatory approvals for the transaction and the timing and
conditions for such approvals; the ability to obtain Company shareholder
approval of the Proposed Transaction; the risk that the anticipated benefits
from the Proposed Transaction may not be realized, may take longer to realize
than expected, or may cost more to achieve than expected; the Company’s
ability to successfully and timely obtain land-use entitlements and
construction financing, and address issues that arise in connection with the
use and development of its land; disruption from the Proposed Transaction
making it more difficult to maintain relationships with contractors, customers
or employees, whether or not consummated; unexpected costs or unexpected
liabilities that may arise from the Proposed Transaction, whether or not
consummated; the inability to retain key personnel; and future regulatory or
legislative actions or litigation that could adversely affect the Company. The
forward-looking statements made herein are based on current expectations and
speak only as of the date they are made. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a
result of future events, new information or otherwise. Important factors
regarding the Company that may cause results to differ from express or implied
expectations include, but are not limited to, those risk factors and other
disclosure set forth in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2012, and subsequent Form 10-Qs and other filings with the
SEC.

Additional Information and Where to Find It

This document may be deemed to be solicitation material in respect of the
proposed sale by The St. Joe Company (the “Company”) of certain assets to
AgReserves, Inc. In connection with the proposed transaction, the Company will
file a preliminary proxy statement and a definitive proxy statement with the
United States Securities and Exchange Commission (“SEC”). The information
contained in the preliminary filing will not be complete and may be changed.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The
definitive proxy statement will be mailed to the shareholders of the Company
seeking their approval of the proposed transaction. The Company’s shareholders
will also be able to obtain a copy of the definitive proxy statement free of
charge by directing a request to: Investor Relations, The St. Joe Company, 133
South WaterSound Parkway, WaterSound, Florida 32413. In addition, the
preliminary proxy statement and definitive proxy statement will be available
free of charge at the SEC’s website, www.sec.gov.

Participants in the Solicitation

The Company and its directors and executive officers and other members of
management and employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed transaction. Information regarding the
Company’s directors and executive officers is available in the Company’s proxy
statement for its 2013 annual meeting of shareholders, which was filed with
the SEC on April 4, 2013 and the Form 8-K filed on October 3, 2013. These
documents are available free of charge at the SEC’s website at www.sec.gov,
and by mail at: Investor Relations, The St. Joe Company, 133 South WaterSound
Parkway, WaterSound, Florida 32413. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the solicitation of
the Company’s shareholders in connection with the proposed transaction will be
set forth in the preliminary proxy statement when it is filed with the SEC.

    © 2013, The St. Joe Company. “St. Joe^®”,“JOE^®”, the “Taking Flight”
Design^®, “St. Joe (and Taking Flight Design)^®” are registered service marks
                           of The St. Joe Company.

Contact:

The St. Joe Company
Lori Elliott, 850-402-5138