Proposed Sale Transactions

12 Months Ended

Dec. 31, 2013

Discontinued Operations and Disposal Groups [Abstract]

Proposed Sale Transactions

AgReserves Sale

On November 6, 2013, the Company and AgReserves Inc. (“AgReserves”) entered into a purchase and sale agreement (the “AgReserves Sale Agreement”) for the sale of approximately 382,834 acres of land located in Northwest Florida owned by the Company, along with certain other assets and inventory and rights under certain continuing leases and contracts, to AgReserves for $565 million subject to adjustment as set forth in the sale agreement (the “AgReserves Sale”). The acreage to be included in the AgReserves Sale includes 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 AgReserves Sale is subject to limited adjustments based on title and environmental diligence and casualty events between signing and closing.

AgReserves has delivered a deposit of $37.5 million for the AgReserves Sale and the remaining purchase price is payable at closing in cash or, at the Company's option, a combination of cash and timber notes.

As of December 31, 2013, the carrying amount of the assets and liabilities expected to be included in the AgReserves Sale include the following:

Investment in real estate, net	$	54,668
Property and equipment, net	209
Other assets	1,543
Total assets	$	56,420
Accrued liabilities and deferred credits	$	12,641

The closing of the AgReserves Sale is subject to a number of conditions, including among others: (i) approval by the Company's shareholders (a shareholders’ meeting for this purpose is presently scheduled for March 4, 2014), (ii) the expiration or termination of all waiting periods under regulatory law applicable to the AgReserves Sale, and (iii) the purchase price not being reduced by more than $40 million as a result of any reduced acreage.

The AgReserves Sale Agreement contains certain termination rights, including if it is not completed on or before May 1, 2014 or if the approval of the Company's shareholders is not obtained. If the AgReserves Sale Agreement is terminated under certain circumstances, the Company may be required to pay AgReserves certain fees and expenses, including: (i) a termination fee of approximately $21 million if (a) in certain cases, our shareholders’ do not approve the AgReserves 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 AgReserves Sale Agreement), or (c) the Company's Board makes a Recommendation Change (as defined in the AgReserves Sale Agreement) or fails to recommend that the Company's shareholders approve the AgReserves Sale; or (ii) AgReserves’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 AgReserves Sale Agreement, the Company is required to return the deposit to AgReserves if the AgReserves Sale Agreement is terminated.

RiverTown Sale

On December 31, 2013, the Company entered into a purchase and sale agreement (the “RiverTown Sale Agreement”) with Mattamy (Jacksonville) Partnership d/b/a Mattamy Homes (“Mattamy”) to sell approximately 4,057 acres of real property, which primarily constitutes the RiverTown community in St. Johns County, Florida, along with all of the Company's related development or developer rights, founder’s rights and certain tangible and intangible personal property (collectively the “RiverTown Community”), to Mattamy for $43.6 million subject to adjustments and prorations as set forth in the RiverTown Sale Agreement (the “RiverTown Sale”). The closing is subject to customary real estate closing conditions.

Additionally, pursuant to the RiverTown Sale Agreement, Mattamy will be required to:

(i) purchase certain RiverTown Community related impact fee credits from us following the closing as the RiverTown Community is developed, and

(ii) assume the Company's Rivers Edge CDD obligations.

Based on Mattamy’s current development plans and St. Johns County’s current costs for impact fees, the Company estimates that it may receive $20 million to $26 million for the impact fees over the five-year period following the closing (most of which, the Company could receive at the end of that five-year period). However, the actual additional consideration received for the impact fees, will be based on Mattamy’s actual development of the RiverTown Community, the timing of Mattamy’s development of the RiverTown Community and the cost for impact fees at the time of such development (as determined by St. Johns County’s then current impact fee cost schedule), which are all factors beyond the Company's control. The Company cannot provide any assurance as to the amount or timing of any payments it may receive for the impact fees.

As of December 31, 2013, the carrying amount of the assets and liabilities expected to be included in the RiverTown Sale includes the following:

Investment in real estate, net	$	22,307
Other assets	251
Total assets	22,558
Debt (1)	5,521
Accrued liabilities and deferred credits	293
Net carrying value	$	16,744

(1 ) Only Rivers Edge CDD assessments for platted property have been recorded as a liability. The Company's total outstanding Rivers Edge CDD assessments at December 31, 2013 are $11.1 million.

Mattamy has delivered a refundable deposit of $0.1 million, and the balance of the deposit, $1.9 million, which may at Mattamy’s election be paid in the form of a letter of credit, will be due within three business days of the conclusion of the inspection period. The remaining balance of the purchase price is payable at closing in cash.

The RiverTown Sale Agreement contains certain termination rights, including Mattamy’s right to terminate the RiverTown Sale, in its sole and absolute discretion, at any time before the expiration of the inspection period and receive a full refund of the deposit then paid. Additionally, the RiverTown Sale Agreement provides that the closing shall occur no later than March 30, 2014. Except in certain limited cases as set forth in the RiverTown Sale Agreement, the Company is required to return the deposit to Mattamy if the RiverTown Sale Agreement is terminated.