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Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) August 18, 2020




iStar Inc.

(Exact name of registrant as specified in its charter)


Maryland   1-15371   95-6881527

(State or other jurisdiction of



(Commission File



(IRS Employer

Identification Number)


1114 Avenue of the Americas, 39th Floor

New York, New York

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code:  (212) 930-9400



(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))


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. ¨



Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered

Common Stock, $0.001 par value

  STAR   New York Stock Exchange

8.00% Series D Cumulative Redeemable Preferred Stock, $0.001 par value

  STAR-PD   New York Stock Exchange

7.65% Series G Cumulative Redeemable Preferred Stock, $0.001 par value

  STAR-PG   New York Stock Exchange

7.50% Series I Cumulative Redeemable Preferred Stock, $0.001 par value

  STAR-PI   New York Stock Exchange







ITEM 1.01Entry into a Material Definitive Agreement.


Underwriting Agreement


On August 18, 2020, iStar Inc. (the “Company”) entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., as representative of the several underwriters. Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to terms and conditions set forth in the Underwriting Agreement, $400,000,000 aggregate principal amount of the Company's 5.500% Senior Notes due 2026 (the "Notes").


The offering, which is expected to close on September 1, 2020, will generate net proceeds of approximately $394.7 million, after deducting estimated transaction expenses. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions.


The preceding description is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.


ITEM 9.01Financial Statements and Exhibits.


(d)  Exhibits.


1.1Underwriting Agreement, dated August 18, 2020, by and among iStar Inc. and BofA Securities, Inc. and the other several underwriters named therein, relating to the Notes.
99.1Press Release dated August 18, 2020 announcing the offering of the Notes.
99.2Press Release dated August 18, 2020 announcing the pricing of the Notes.

Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document


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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.


      iStar Inc.
Date: August 20, 2020 By: /s/ Jeremy Fox-Geen

Jeremy Fox-Geen

Chief Financial Officer


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