Current Report Filing (8-k)
February 02 2022 - 3:43PM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): February 2, 2022
iStar Inc.
(Exact name of registrant
as specified in its charter)
Maryland
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1-15371
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95-6881527
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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1114 Avenue of the Americas, 39th Floor
New York, New York
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10036
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 930-9400
N/A
(Former name or former
address, if changed since last report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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STAR
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NYSE
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8.00% Series D Cumulative Redeemable Preferred Stock, $0.001 par value
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STAR-PD
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New York Stock Exchange
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7.65% Series G Cumulative Redeemable Preferred Stock, $0.001 par value
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STAR-PG
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New York Stock Exchange
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7.50% Series I Cumulative Redeemable Preferred Stock, $0.001 par value
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STAR-PI
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New York Stock Exchange
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
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Entry Into a Material Definitive Agreement.
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On February 2, 2022, certain subsidiaries of,
and entities managed by, iStar Inc. (together with its subsidiaries, the "Company") entered into a definitive Purchase and Sale
Agreement to sell a portfolio of net lease assets owned and managed by such subsidiaries and entities ("Sellers") to an affiliate
of Carlyle’s Global Credit platform for an aggregate purchase price of $3.07 billion. The portfolio being sold comprises assets
held directly by the Company and assets held by two joint ventures managed by the Company and in which the Company owns 51.9% interests.
The purchaser has funded a $150.0 million cash
deposit, which is non-refundable except as expressly provided in the Purchase and Sale Agreement.
The Purchase and Sale Agreement contains customary
representations, warranties and covenants for transactions of this type. Closing of the transaction is subject to customary conditions,
including, without limitation, (i) the absence of legal prohibitions that would have the effect of restraining, enjoining or prohibiting
the transaction; (ii) as a condition to each party's obligations, the accuracy of the other party's representations and warranties, subject
to certain materiality qualifiers; (iii) as a condition to each party's obligations, the other party's compliance with covenants in all
material respects; and (iv) as a condition to each party's obligations, the delivery of certain closing documents by the other party.
There is no financing condition to the transaction. The Purchase and Sale Agreement provides for a scheduled closing date of February
28, 2022; provided, however, that each party has certain rights to extend the scheduled closing date under certain circumstances.
If a purchaser default, within the meaning of
the Purchase and Sale Agreement, occurs prior to the closing of the transaction, Sellers' exclusive remedy is either to terminate the
agreement and retain the deposit or to seek specific performance, subject to certain conditions. If a seller default, within the meaning
of the Purchase and Sale Agreement, occurs prior to the closing of the transaction, the purchaser's exclusive remedy is either to terminate
the agreement and reclaim the deposit and reimbursement of reasonable expenses or to seek specific performance, subject to certain conditions.
The Purchase and Sale Agreement contemplates that
Safehold Inc. will acquire three of the properties being sold under the Purchase and Sale Agreement from the purchaser for a total price
of $122.0 million and will lease them back to the purchaser or an affiliate.
The foregoing description of the Purchase and
Sale Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the
Purchase and Sale Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference. The Purchase and Sale Agreement
has been included as an exhibit to this report to provide investors with information regarding its terms. It is not intended to provide
any other factual information about the Company, the purchaser or their respective subsidiaries or affiliates. The representations, warranties
and covenants contained in the Purchase and Sale Agreement were made only for purposes of the Purchase and Sale Agreement as of the specific
dates therein, were solely for the benefit of the parties to the Purchase and Sale Agreement, may be subject to limitations agreed upon
by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk
among the parties to the Purchase and Sale Agreement instead of establishing these matters as facts, and may be subject to standards of
materiality applicable to the contracting parties that differ from those applicable to investors.
Item 9.01 Financial Statements and Exhibits
Exhibit 104
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Inline XBRL for the cover page of this Current Report on
Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Name:
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Jay Sugarman
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Title:
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Chairman and Chief Executive Officer
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Date: February 2, 2022
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