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Proposed Land Sale
9 Months Ended
Sep. 30, 2013
Subsequent Events [Abstract]  
Proposed Land Sale
Proposed Land Sale

On November 6, 2013, the Company and AgReserves Inc. (the “Purchaser”) entered into a purchase and sale agreement (the “Sale Agreement”) for the sale of approximately 382,834 acres of land located in Northwest Florida owned by the Company (the “Subject Lands”), along with certain other assets and inventory and rights under certain continuing leases and contracts to Purchaser for $565 million subject to adjustment as set forth in the Sale Agreement (the "Proposed Sale"). The Subject Lands include substantially all of the Company’s land designated for forestry operations as well as other land (i) that is not utilized in the Company’s residential or commercial real estate segments or its resorts, leisure and leasing segment or (ii) that is not part of Company's development plans. The acreage to be included in the Subject Lands is subject to limited adjustments based on title and environmental diligence and casualty events between signing and closing.

In connection with the execution of the Sale Agreement, the Purchaser will deliver a deposit of $37.5 million. The balance of the purchase price is payable at closing in cash and/or in installment notes that will be fully secured by irrevocable letters of credit as determined by the Company, in the Company’s sole discretion, at least 20 days prior to the closing. As of October 31, 2013, the carrying amount of the Subject Lands, other assets and liabilities to be included in the Proposed Sale was approximately $54 million, of which the majority is included in Investment in real estate, net on the Company's Condensed Consolidated Balance Sheets. Following the consummation of the Proposed Sale, the Company expects to continue to be the owner of approximately 184,000 acres of land concentrated primarily in Northwest Florida which includes land used or intended to be used in its real estate development operations.

The closing of the Proposed Sale is subject to a number of conditions, including among others: (i) approval of the Proposed Sale by the Company’s shareholders, (ii) the expiration or termination of all waiting periods under regulatory law applicable to the Proposed Sale, and (iii) the purchase price not being reduced by more than $40 million as a result of any reduced acreage.

The Sale Agreement contains certain termination rights, including if the Proposed Sale is not completed on or before January 31, 2014 (which date may be extended by the Company or Purchaser until May 1, 2014) or if the approval of the Company’s shareholders is not obtained. Upon termination of the Sale Agreement under certain circumstances, the Company may be required to pay the Purchaser certain fees and expenses, including: (i) a termination fee of approximately $21 million if: (a) in certain cases, the Company's shareholders’ do not approve the Proposed Sale, (b) the Company enters into a definitive transaction agreement providing for the consummation of the transaction contemplated by a Superior Proposal (as defined in the Sale Agreement), or (c) the Company’s Board makes a Recommendation Change (as defined in the Sale Agreement) or fails to recommend that the Company’s shareholders approve the Proposed Sale; or (ii) the Purchaser’s transaction costs and expenses which in some cases are limited to $1.5 million. Except in certain limited cases as set forth in the Sale Agreement, the Company is required to return the deposit to Purchaser if the Sale Agreement is terminated.

If the closing occurs, and subject to the terms, conditions and limitations set forth in the Sale Agreement, the Company has agreed to indemnify, defend and hold the Purchaser and its affiliates, representatives and agents harmless from certain losses, including those as a result or arising out of breaches of the Company’s representations, warranties, covenants or other agreements and, subject to certain exceptions, third-party personal injury or tort claims regarding the Company’s use, ownership and/or operation of the Subject Lands (or any party thereof) prior to the closing of the Proposed Sale and claims arising from assumed contracts relating to any act or omission prior to such closing date.