ITEM 1.01 Entry 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 9.01 Financial Statements and Exhibits.

(d)  Exhibits.



  1.1      Underwriting 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.
  99.1     Press Release dated August 18, 2020 announcing the offering of the
         Notes.
  99.2     Press Release dated August 18, 2020 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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