NEW
YORK, Dec. 19, 2022 /PRNewswire/ -- iStar Inc.
(NYSE: STAR) announced the initial public filing of a Form 10
registration statement (the "Registration Statement") with the U.S.
Securities and Exchange Commission ("SEC"). The Registration
Statement relates to the planned spin-off of Star Holdings in
connection with the previously announced proposed merger between
iStar and Safehold Inc.
The Registration Statement, which was filed on December 16, 2022, includes preliminary
information regarding the potential spin-off. A copy of the
Registration Statement is available on the SEC's website at
www.sec.gov under the name "Star Holdings" and can also be viewed
in the "Investors" section of our website at www.istar.com.
The Registration Statement is subject to change prior to it
being declared effective by the SEC and may be updated in
subsequent amendments.
Completion of the potential spin-off would be subject to various
conditions, and there can be no assurance that the potential
spin-off transaction will be completed in the manner described
above, or at all.
* * *
iStar Inc. (NYSE: STAR) is focused on reinventing the ground
lease sector, unlocking value for real estate owners throughout the
country by providing modern, more efficient ground leases on
institutional quality properties. As the founder, investment
manager and largest shareholder of Safehold Inc. (NYSE: SAFE), the
creator of the modern ground lease industry, iStar is using its
national investment platform and its historic strengths in finance
and net lease to expand the use of modern ground leases within the
$7 trillion institutional commercial
real estate market. Recognized as a consistent innovator in the
real estate markets, iStar specializes in identifying and scaling
newly discovered opportunities and has completed more than
$40 billion of transactions over the
past two decades. Additional information on iStar is available on
its website at www.istar.com.
Forward-Looking Statements
Certain matters discussed in this press release may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. We have tried, whenever
possible, to identify these statements by using words like
"future," "anticipate," "intend," "plan," "estimate," "believe,"
"expect," "project," "forecast," "could," "would," "should,"
"will," "may," and similar expressions of future intent or the
negative of such terms. These statements are subject to a number of
risks and uncertainties that could cause results to differ
materially from those anticipated as of the date of this release.
Actual results may differ materially as a result of (1) the ability
to consummate the announced transactions on the expected terms and
within the anticipated time periods, or at all, which is dependent
on the parties' ability to satisfy certain closing conditions,
including the approval of SAFE's and STAR's stockholders,
completion of the Spin-Off, sales of assets and other factors; (2)
any delay or inability of the combined company and/or Star Holdings
to realize the expected benefits of the transactions; (3) changes
in tax laws, regulations, rates, policies or interpretations; (4)
the value of the combined company shares to be issued in the
transaction; (5) the value of Star
Holding's shares and liquidity in Star Holding's shares; (6) the risk of
unexpected significant transaction costs and/or unknown
liabilities; (7) potential litigation relating to the proposed
transactions; (8) the impact of actions taken by significant
stockholders; (9) the potential disruption to STAR's or SAFE's
respective businesses of diverted management attention, and the
unanticipated loss of key members of senior management or other
employees, in each case as a result of the announced transactions;
and (10) general economic and business conditions that could affect
the combined company and Star Holdings following the transactions.
Risks that could cause actual risks to differ from those
anticipated as of the date hereof include those discussed herein,
those set forth in the securities filings of STAR, including its
most recently filed Annual Report on Form 10-K, and those set forth
in the securities filings of SAFE, including its most recently
filed Annual Report on Form 10-K.
Additional Information and Where You Can Find It
In connection with the proposed transactions, STAR filed with
the SEC a registration statement on Form S-4, which includes a
joint proxy statement of STAR and SAFE and will constitute a
prospectus for the shares of STAR Common Stock being issued to
SAFE's stockholders in the proposed Merger. In addition, Star
Holdings filed with the SEC a Form 10 registration statement that
will register its common shares. STAR, SAFE and Star Holdings also
may file other documents with the SEC regarding the proposed
transactions. This document is not a substitute all for the joint
proxy statement/prospectus or Form 10 registration statement or any
other document which STAR, SAFE and Star Holdings may file with the
SEC. INVESTORS AND SECURITY HOLDERS OF STAR AND SAFE, AS
APPLICABLE, ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS,
THE FORM 10 REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and security holders may obtain free copies of the joint
proxy statement/prospectus and the Form 10 registration statement
and other documents filed with the SEC by STAR, SAFE and Star
Holdings through the web site maintained by the SEC at www.sec.gov
or by contacting the investor relations departments of STAR or SAFE
at the following:
iStar, Inc.
1114 Avenue of the Americas
39th Floor
New York, NY 10036
Attention: Investor Relations
Safehold, Inc.
1114 Avenue of the Americas
39th Floor
New York, NY 10036
Attention: Investor Relations
This document is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This document is not a
substitute for the prospectus or any other document that STAR, SAFE
or Star Holdings may file with the SEC in connection with the
proposed transactions. No offering of securities shall be made,
except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
STAR, SAFE and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies in
respect of the proposed transactions. Information regarding STAR's
directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained
in STAR's definitive proxy statement for its 2022 annual meeting,
which is on file with the SEC. Information regarding SAFE's
directors and executive officers, including a description of their
direct interests, by security holdings or otherwise, is contained
in SAFE's definitive proxy statement for its 2022 annual meeting,
which is filed with the SEC. A more complete description is
included in the registration statement on Form S-4, the joint proxy
statement/prospectus and the Form 10 registration statement.
Each of STAR and SAFE also cautions the reader that undue
reliance should not be placed on any forward-looking statements,
which speak only as of the date of this release. Neither STAR nor
SAFE undertakes any duty or responsibility to update any of these
forward-looking statements to reflect events or circumstances after
the date of this report or to reflect actual outcomes.
Company Contact:
Jason Fooks
Senior Vice President
Investor Relations & Marketing
T 212.930.9400
E investors@istar.com
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SOURCE iStar Inc.