Fairholme Can Now Own 50% of St. Joe Co. (SEC Filing, JOE)

St. Joe Corp (JOE) - StockCharts.com
On 9/14/2011, St. Joe Co. entered into a stockholder agreement with Fairholme Capital Management "permitting Fairholme to acquire beneficial ownership of up to 50% of the company's outstanding common stock" (see more below). This is up from 30% previously. The $12 billion Fairholme Fund ($FAIRX) already owns 28.86% of St. Joe Co. ($JOE) as of June 30, 2011.

In July, Bruce Berkowitz, founder and CIO of Fairholme, mentioned in a Bloomberg interview that he wanted to own more of the company if the price moved lower. His wish came true in August when equities crashed and JOE hit a low of $14.80, which is near the March 2009 low of $14.53. It closed at $18.20 on Friday, up 6.56%, after the filing hit. The stock hit a high of $30 in January on a nice short squeeze after David Einhorn's bearish report, and on speculation that some type of transaction would occur (at 3x book). But nothing happened, shares failed inside the judgment triangle, and now Berkowitz can average down on JOE cheaper for his long term thesis. Or position for a buyer? St. Joe Co. is Northwest Florida's largest private landowner with 575,000 acres and has valuable timberland assets.

I wonder if Whitney Tilson (T2 Partners) and David Einhorn (Greenlight Capital) are still short the stock. They valued the company between 7-$12 per share based on its timberland assets. The stock has been trending down since 2005, so it needs to break through that long term downtrend line for bullish confirmation. But, until then, JOE needs strength from Fairholme, other institutional investors, timberland prices and the housing market for it not to hit $12.90 (the 1999 low). The December S&P future is down 1.88% right now overnight.

"Item 1.01 Entry into a Material Definitive Agreement.

On September 14, 2011, The St. Joe Company (the “Company”) entered into a Stockholder Agreement with Fairholme Funds, Inc. and Fairholme Capital Management, L.L.C., on behalf of the Fairholme Accounts, (“Fairholme Management” together with Fairholme Funds, Inc., “Fairholme”) permitting Fairholme to acquire beneficial ownership of up to 50% of the Company’s outstanding common stock. The Company had previously approved, in 2009, Fairholme’s acquisition of beneficial ownership of up to 30% of the Company’s outstanding common stock. As a result of the Board’s approval of the Stockholder Agreement, Florida’s control share acquisition statute will not apply to the beneficial ownership of shares of up to 50% of the Company’s outstanding common stock by Fairholme.

Pursuant to the terms of the Stockholder Agreement, Fairholme has agreed that, until September 14, 2016, it will vote any shares that it beneficially owns or has proxy voting authority in excess of 33.33% (calculated in accordance with the Stockholder Agreement) of the Company’s outstanding common stock in proportion to the manner in which all outstanding shares of common stock are voted. However, the proportional voting requirement will not apply in connection with any public solicitation of proxies for the removal of the Company’s directors or director nominees by a person or group other than Fairholme. Furthermore, the proportional voting requirement will be suspended or terminated in certain circumstances, including, but not limited to, (i) upon any person or group, other than Fairholme, becoming the beneficial owner of 15% or more of the Company’s outstanding common stock, (ii) upon the public announcement by the Company that it has entered into a definitive agreement for certain types of major transactions, including a merger or sale of all or substantially all the assets of the Company, (iii) upon the consummation of a sale by Fairholme to a non-affiliate holder of those shares of the Company’s common stock acquired after the date hereof (the “Additional Shares”) or (iv) with respect to Additional Shares beneficially owned by a Fairholme Account, upon the termination of Fairholme Management’s advisory agreement with such account.
Fairholme is the Company’s largest shareholder and two of the Company’s directors are affiliated with Fairholme."  
Source: http://www.sec.gov/Archives/edgar/data/745308/000119312511249855/d233300d8k.htm