NEW
YORK, March 9, 2023 /PRNewswire/ -- iStar Inc.
("STAR") (NYSE: STAR) and Safehold Inc. ("SAFE") (NYSE: SAFE) today
announced that STAR stockholders and SAFE stockholders have each
voted, separately, to approve the proposed merger between STAR and
SAFE at their respective special meetings of stockholders held
virtually today, March 9, 2023.
At the STAR special meeting of stockholders, the STAR
stockholders approved the merger and the issuance of STAR common
stock in connection with the merger. At the SAFE special
meeting of stockholders, the SAFE stockholders approved the merger
and the proposed changes to SAFE's Caret program. The final
voting results of the STAR Special Meeting and SAFE Special Meeting
will be filed by STAR and SAFE, respectively, as part of a Form 8-K
with the U.S. Securities and Exchange Commission.
The closing of the merger and related transactions remains
subject to the satisfaction or waiver of various closing
conditions. The companies are currently targeting closing the
transactions on or about March 31,
2023; however, there can be no assurance that the closing
will occur in that timeframe or at all.
Forward-Looking Statements:
Statements in this press release which are not historical fact
may be deemed forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although iStar believes the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, the Company can give no assurance that
its expectations will be attained. The Company undertakes no
obligation to update or publicly revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
This press release should be read in conjunction with our
consolidated financial statements and related notes in our Annual
Report on Form 10-K, as amended by Form 10K/A ("Form 10-K"), for
the year ended December 31, 2022. In
assessing all forward-looking statements herein, readers are urged
to read carefully the Risk Factors sections and other cautionary
statements in our Form 10-K and the definitive joint proxy
statement / prospectus dated January 30,
2023 that we filed with respect to the previously announced
merger with Safehold and related transactions.
Factors that could cause actual results to differ materially
from iStar's expectations include (1) the war in Ukraine and escalating geopolitical tensions
as a result of Russia's invasion
of Ukraine; (2) the ability to
consummate the previously announced merger, spin-off and related
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 completion of the
spin-off, sales of assets and other factors; (3) any delay or
inability of merged company ("New Safehold") and/or the entity
being spun off ("SpinCo") to realize the expected benefits of the
transactions; (4) changes in tax laws, regulations, rates, policies
or interpretations; (5) the value of New Safehold shares to be
issued in the transaction; (6) the value of SpinCo's shares and
liquidity in SpinCo's shares; (7) the risk of unexpected
significant transaction costs and/or unknown liabilities; (8)
potential litigation relating to the proposed transactions; (9) the
impact of actions taken by significant stockholders; (10) 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; (11) general economic and
business conditions that could affect New Safehold and SpinCo
following the transactions; (12) general economic conditions and
conditions in the commercial real estate and credit markets
including, without limitation, the impact of inflation on rising
interest rates; (13) the effect of the COVID-19 pandemic on our
business and growth prospects; (14) the performance of SAFE; (15)
the Company's ability to grow its ground lease business directly
and through SAFE; (16) the Company's ability to generate liquidity
and to repay indebtedness as it comes due; (17) additional loan
loss provisions and the pricing and timing of any such sales; (18)
asset impairments; (19) the market demand for legacy assets the
Company seeks to sell and the pricing and timing of such sales;
(20) changes in NPLs; (21) repayment levels; (22) the Company's
ability to make new investments; (23) the Company's ability to
maintain compliance with its debt covenants; (24) the Company's
ability to generate income and gains from its portfolio and other
risks detailed in "Risk Factors" in our 2022 Annual Report on Form
10-K, the definitive joint proxy statement / prospectus dated
January 30, 2023 that we filed with
respect to an previously announced merger with Safehold and related
transactions, and any updates thereto made in our subsequent
fillings with the SEC.
* * *
About iStar:
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
* * *
About Safehold:
Safehold Inc. (NYSE: SAFE) is revolutionizing real estate
ownership by providing a new and better way for owners to unlock
the value of the land beneath their buildings. Having created the
modern ground lease industry in 2017, Safehold continues to help
owners of high quality multifamily, office, industrial, hospitality
and mixed-use properties generate higher returns with less risk.
The Company, which is taxed as a real estate investment trust
(REIT) and is managed by its largest shareholder, iStar Inc., seeks
to deliver safe, growing income and long-term capital appreciation
to its shareholders. Additional information on Safehold is
available on its website at www.safeholdinc.com.
Company Contact:
Pearse Hoffmann
Senior Vice President
Capital Markets & Investor Relations
T 212.930.9400
E investors@istar.com
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SOURCE iStar Inc.; Safehold Inc.