UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2022
iStar Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 1-15371 | 95-6881527 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
|
1114 Avenue of the Americas, 39th Floor New York, New York |
10036 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 930-9400
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
|
Common Stock |
STAR | New York Stock Exchange | ||
|
8.00% Series D Cumulative Redeemable Preferred Stock, $0.001 par value |
STAR-PD | New York Stock Exchange | ||
|
7.65% Series G Cumulative Redeemable Preferred Stock, $0.001 par value |
STAR-PG | New York Stock Exchange | ||
|
7.50% Series I Cumulative Redeemable Preferred Stock, $0.001 par value |
STAR-PI | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 3.02. Unregistered Sales of Equity Securities.
On April 12, 2022, iStar Inc. completed separate, privately-negotiated transactions with holders of approximately $194.4 million aggregate principal amount of the company's 3.125% Convertible Senior Notes due 2022 in which the noteholders exchanged their convertible notes with the company for an aggregate of approximately13.75 million newly issued shares of the company's common stock and aggregate cash payments of approximately $14.2 million. The convertible notes received by the company were retired.
The exchanges of shares of common stock for convertible notes were made pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| iStar Inc. | |||
| Date: | April 14, 2022 | By: | /s/ BRETT ASNAS |
| Brett Asnas | |||
| Chief Financial Officer | |||
| (principal financial officer) |
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