March 2, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: | The St. Joe Company Registration Statement on Form S-3 File No. 333-209264 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, The St. Joe Company (the Company) hereby requests that the effective date of its registration statement on Form S-3 (File No. 333-209264), as amended (the Registration Statement), be accelerated by the Securities and Exchange Commission (the Commission) to 4:00 p.m. EST on March 3, 2016, or as soon as practicable thereafter.
In connection with the foregoing request for acceleration, the Company hereby acknowledges that:
a) | should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
b) | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
c) | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours, | ||
The St. Joe Company | ||
By: | /s/ Ken Borick | |
Name: | Ken Borick | |
Title: | Senior Vice President and General Counsel |
cc: | Kara L. MacCullough, Esq. Greenberg Traurig, P.A. |