NEW
YORK, March 17, 2023 /PRNewswire/ -- iStar Inc.
(NYSE: STAR) today announced that its Board of Directors has
conditionally declared a pro rata distribution of 0.153 common
shares of Star Holdings for each share of iStar common stock
outstanding as of March 27, 2023, the
record date for the distribution. The distribution will
effectuate the previously-announced spin-off of iStar's legacy
assets business. The spin-off of Star Holdings is a condition
to the closing of iStar's planned merger with Safehold Inc.
iStar currently expects the distribution to be made before the
open of trading on March 31, 2023, or
on a date as promptly as practicable thereafter, subject to the
satisfaction of the conditions to the spin-off. iStar expects
to complete the merger with Safehold immediately following the
distribution, subject to the satisfaction of the closing conditions
to the merger.
The common shares of Star Holdings have been approved for
listing on the Nasdaq Global Market ("Nasdaq"), subject to official
notice of issuance, under the symbol "STHO." We expect that a
limited market in "when issued" trading of Star Holdings common
shares on Nasdaq will develop one trading day before the record
date of the distribution. Prior to the distribution, shares
of iStar common stock that trade in the "regular way" market on the
New York Stock Exchange ("NYSE") will trade with the right to
receive Star Holdings common shares on the distribution date.
We expect that the common stock of the combined company in the
merger ("New Safe") will begin trading on a "when issued" basis on
the NYSE on March 27, 2023, without
the right to receive Star Holdings common shares in the
distribution. After completion of the distribution and the
merger, Star Holdings' common shares will begin trading regular way
on the Nasdaq and New Safe common stock will begin trading regular
way on the NYSE.
No action is required by iStar stockholders in order to receive
shares of Star Holdings in the distribution. Stockholders
will receive cash in lieu of fractional shares of Star
Holdings. The distribution is subject to the satisfaction or
waiver of certain conditions, including iStar and Safehold having
confirmed that the closing conditions to the merger have been
satisfied or waived. An information statement will be made
available to iStar's stockholders regarding the terms of the
distribution. The information statement is filed as Exhibit
99.1 to the Registration Statement on Form 10 that has been filed
by Star Holdings with the Securities and Exchange Commission
("SEC") for the proposed spin-off. The Registration Statement
is subject to amendment and completion and has not yet been
declared effective by the SEC. Investors are encouraged to
read the information statement because it contains more complete
information about Star Holdings and its separation from iStar, as
well as a description of the conditions that must be satisfied in
order to complete the proposed spin-off. The closing of the
merger is subject to certain conditions, as provided in the
Agreement and Plan of Merger, dated as of August 10, 2022, between iStar and
Safehold. For additional information about the merger and the
conditions to closing the merger, please consult the Joint Proxy
Statement / Prospectus filed by iStar and Safehold with the
SEC. If the closing date of the merger between iStar and
Safehold is delayed, the date of the distribution will also be
delayed, and if the merger is not completed, the distribution will
not be made.
Estimated Star Share Consolidation Ratio
As described in the Joint Proxy Statement/Prospectus, in the
merger, each share of iStar common stock will be consolidated into
a fraction of a share of the combined company (the "Star share
consolidation ratio") by way of a reverse stock split that will
occur immediately prior to the effective time of the merger.
The estimated Star share consolidation ratio disclosed in the Joint
Proxy Statement/Prospectus, was approximately 0.15. As
described in the Joint Proxy Statement/Prospectus, the final Star
share consolidation ratio will be determined as of the closing date
of the merger and will be primarily based on the number of shares
of Safe common stock owned by Star, after giving effect to certain
adjustments, and the number of shares of iStar common stock
outstanding, prior to the effective time of the reverse stock split
and merger. iStar will publicly announce the final Star share
consolidation ratio no later than the close of business one trading
day prior to the closing date of the merger. Stockholders will
receive cash in lieu of any fractional shares resulting from the
reverse stock split.
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 ("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 and any updates thereto made in
our subsequent fillings with the SEC.
* *
*
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.
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.