IStar Inc. completed the Spin-Off of Star Holdings.
In related transaction, Safehold Inc. entered into an agreement to acquire iStar Inc for $4.7 billion on August 10, 2022 & Post Merger, The surviving company of the Merger will be named Safehold Inc. (New SAFE) and its shares of common stock will trade on the New York Stock Exchange under the symbol SAFE. New SAFE will enter into a management agreement with SpinCo, under which it will continue to operate and pursue the orderly monetization of SpinCo's assets Completion of the Spin-Off is subject to (i) completion of the financing documents; (ii) the satisfaction or waiver of relevant conditions to the consummation of the Merger; (iii) effectiveness of a Registration Statement on Form 10; (iv) the absence of an injunction or law preventing the consummation of the Spin-Off, the distribution and the transactions related thereto; and (v) other customary closing conditions. As of March 13, 2023, Spin off is expected to occur on March 31, 2023.
Lazard is serving as lead financial advisor and Clifford Chance US LLP is serving as legal advisor to iStar Inc. Morgan Stanley & Co. LLC is also serving as a financial advisor to iStar Inc. In connection with Lazard's services as a financial advisor to the STAR special committee, STAR agreed to pay Lazard an aggregate fee of between $15 million and $20 million depending on the transaction value at the time of closing; however, such amount may be increased in the exercise of the special committee's discretion. Of the aggregate fee, up to an aggregate of $1.75 million is payable as quarterly retainer fees and $2.0 million became payable upon the rendering of Lazard's fairness opinion and the balance is contingent on the closing of the related transactions. In addition, STAR has agreed to reimburse certain of Lazard's expenses arising, and to indemnify Lazard against certain liabilities that may arise, out of Lazard's engagement. For financial advisory services rendered in connection with the transaction, SAFE has agreed to pay J.P. Morgan a fee of $5.5 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the SAFE transactions. In addition, SAFE has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement.
The Board of iStar Inc. (NYSE:STAR) completed the spin off of Legacy Non-Ground Lease Assets and Businesses of iStar Inc. on March 31, 2023.