ITEM 2.03 Creation of a Direct Financial Obligation.
On November 29, 2019, iStar Inc. (the "Company") issued $100.0 million aggregate
principal amount of the Company's 4.75% Senior Notes due 2024 (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 September 16, 2019 (as supplemented, the
"Indenture"), between the Company and U.S. Bank National Association (the
"Trustee"). The Notes were issued as additional notes of, and form a single
series of securities with, the Company's outstanding $675 million aggregate
principal amount of 4.75% Senior Notes due 2024, issued on September 16, 2019.
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 Company will use the net proceeds from the sale
of the Notes for general corporate purposes.
The Notes were issued at 102.0% of their principal amount. The Notes bear
interest at an annual rate of 4.75% and mature on October 1, 2024. The Company
will pay interest on the Notes on each April 1 and October 1, commencing on
April 1, 2020. Purchasers of the Notes have paid accrued interest on the Notes
of $963,194.44 in the aggregate from September 16, 2019 up to, but not
including, the date of delivery of the Notes. On April 1, 2020, the next
interest payment date, the Company will pay this pre-issuance interest to such
purchasers of the Notes.
Prior to July 1, 2024 (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 July 1, 2024 (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 October
1, 2021, the Company may redeem up to 35% of the Notes using the proceeds of
certain equity offerings at a redemption price equal to 104.75% 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.
A copy of the underwriting agreement relating to the Notes is attached hereto as
Exhibit 1.1 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. The supplemental indenture and the form of
global note have been previously incorporated by reference as exhibits to the
Company's Form 8-K filed on September 16, 2019. For a complete description of
the Notes, please see the full text of the Indenture and global note.
ITEM 9.01 Financial Statements and Exhibits.
1.1 Underwriting Agreement, dated November 26, 2019, by and among iStar
Inc. and J.P. Morgan Securities LLC and the other several underwriters
named therein, relating to the Notes.
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 November 26, 2019 announcing the offering of the
Notes.
99.2 Press Release dated November 26, 2019 announcing the pricing of the
Notes.
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document
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