ITEM 8.01 Other Events.




Issuance of Notes

On December 16, 2019, iStar Inc. (the "Company") issued $550 million aggregate principal amount of the Company's 4.250% Senior Notes due 2025 (the "Notes"). The Notes were issued pursuant to a base indenture, dated as of February 5, 2001 (the "Base Indenture"), as amended and supplemented by a supplemental indenture with respect to the Notes, dated as of December 16, 2019 (as supplemented, the "Indenture"), between the Company and U.S. Bank National Association (the "Trustee"). The Notes are unsecured, senior obligations of the Company and rank equally in right of payment with all of the Company's existing and future unsecured, unsubordinated indebtedness.

The Notes were issued at 100% of their principal amount. The Notes bear interest at an annual rate of 4.250% and mature on August 1, 2025. The Company will pay interest on the Notes on each February 1 and August 1, commencing on February 1, 2020.

Prior to May 1, 2025 (three months prior to the maturity date), the Company may redeem some or all of the Notes at any time and from time to time at a price equal to 100% of the principal amount thereof, plus the applicable "make-whole" premium and accrued but unpaid interest, if any, to, but excluding, the date of redemption. On or after May 1, 2025 (three months prior to the maturity date), the Company may redeem some or all of the Notes at any time and from time to time at 100% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the date of redemption. In addition, prior to August 1, 2022, the Company may redeem up to 35% of the Notes using the proceeds of certain equity offerings at a redemption price equal to 104.25% of the principal amount of the Notes redeemed, plus accrued but unpaid interest, if any, to, but excluding, the date of redemption.

Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes has the right to require the Company to purchase all or a portion of such holder's Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but excluding, the date of redemption.

The Company will use the net proceeds of the sale of the Notes to fund the Tender Offer and the Redemption (each as defined below), to repay a portion of borrowings outstanding under its $650 million senior secured term loan (the "2016 Credit Agreement") and to pay any related premiums, penalties, fees and expenses in connection with the foregoing.

A copy of the supplemental indenture relating to the Notes is attached hereto as Exhibit 4.1, and is incorporated by reference herein. The Base Indenture has been previously incorporated by reference as an exhibit to the Company's Form S-3 filed on September 6, 2017. A copy of the form of global note for the Notes is attached hereto as Exhibit 4.2 and incorporated by reference herein. For a complete description of the Notes, please see the full text of the Indenture and global note.

Tender Offer Expiration, Tender Offer Settlement and Redemption of the 6.00% Senior Notes due 2022

On December 12, 2019, the Company issued a press release announcing the expiration and the results of the previously announced abbreviated cash tender offer (the "Tender Offer") for any and all of its outstanding $375 million aggregate principal amount of 6.00% Senior Notes due 2022 (the "2022 Notes"), a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The anticipated settlement date of the Tender Offer is December 17, 2019.

The Company expects to redeem in full the aggregate principal amount of the 2022 Notes that were not tendered and remain outstanding following the expiration of the Tender Offer (the "Redemption"). Pursuant to the terms of the indenture governing the 2022 Notes, the Redemption is expected to occur on January 6, 2020.





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Certain of the underwriters of the offering of the Notes and/or their affiliates may hold a portion of the Company's 2022 Notes or are lenders under the 2016 Credit Agreement. Any underwriter or affiliate of an underwriter that is a lender under the 2016 Credit Agreement or that holds such securities will receive a portion of the proceeds from the offering of the Notes to the extent such proceeds are used in the repayment of such indebtedness.

ITEM 9.01 Financial Statements and Exhibits.






(d) Exhibits.



  4.1      Thirty-fourth Supplemental Indenture, dated December 16, 2019, between
         iStar Inc. and U.S. Bank National Association, as trustee.

  4.2      Form of global certificate for the 4.25% Senior Notes due 2025
         (contained in Exhibit 4.1)

  5.1      Opinion of Clifford Chance US LLP regarding the legality of the
         Notes.

  23.1     Consent of Clifford Chance US LLP (included in Exhibit 5.1).

  99.1     Press Release dated December 12, 2019 announcing the expiration and
         the results of the Tender Offer.

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




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