ITEM 1.01 Entry into a Material Definitive Agreement.






Underwriting Agreement

On December 6, 2019, iStar Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, 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, $550,000,000 aggregate principal amount of the Company's 4.250% Senior Notes due 2025 (the "Notes").

The offering, which is expected to close on December 16, 2019, will generate net proceeds of approximately $542.9 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 9.01 Financial Statements and Exhibits.






(d) Exhibits.



    1.1     Underwriting Agreement, dated December 6, 2019, by and among iStar
          Inc. and J.P. Morgan Securities LLC and the other several underwriters
          named therein, relating to the Notes.

  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)




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