SFI » Topics » ITEM 8.01 Other Events.

This excerpt taken from the SFI 8-K filed Apr 10, 2009.

ITEM 8.01         Other Events.

 

On April 9, 2009, iStar Financial Inc. (the “Company”) commenced private offers to exchange a portion of the Company’s existing senior unsecured notes for up to $1.0 billion aggregate principal amount of new second lien senior secured notes to be issued by the Company and guaranteed by certain of its subsidiaries.  Concurrently with the exchange offers, the Company is also making an offer to purchase for cash a portion of the Company’s outstanding Senior Floating Rate Notes due September 2009.  A copy of the press release announcing the offers is attached as Exhibit 99.1 hereto and incorporated herein by reference.

 

This excerpt taken from the SFI 8-K filed May 23, 2007.

Item 8.01               Other Events.

On May 22, 2007, iStar Financial Inc. issued a press release announcing that it had entered into a definitive agreement to acquire the commercial real estate lending business and an interest in the commercial real estate loan assets of Fremont General Corporation (NYSE: FMT).  A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

This excerpt taken from the SFI 8-K filed Nov 15, 2006.

ITEM 8.01   Other Events.

On November 9, 2006, we entered into an underwriting agreement with Bear, Stearns & Co. Inc., Citigroup Global Markets Inc. and Lehman Brothers Inc., as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of 11,000,000 shares of our common at the public offering price of $44.50 per share.

This excerpt taken from the SFI 8-K filed Sep 20, 2006.

Item 8.01               Other Events

On September 19, 2006, iStar Financial Inc. issued a press release announcing an offer to exchange iStar 5.95% Senior Notes due 2013 for iStar 8.75% Senior Notes due 2008 (“2008 notes”) and consent solicitations for certain proposed amendments to the indenture governing the 2008 notes. A copy of the press release is furnished herewith as Exhibit 99.1.

This excerpt taken from the SFI 8-K filed Sep 14, 2006.

Item 8.01               Other Events .

On September 13, 2006, iStar Financial Inc. issued a press release announcing today that it has agreed to sell $700 million of Fixed Rate Notes and $500 million of Floating Rate Notes. All of the Notes are senior, unsecured debt securities of the Company.  A copy of the press release is furnished herewith as Exhibit 99.1.

This excerpt taken from the SFI 8-K filed Sep 13, 2006.

Item 8.01           Other Events.

iStar Financial Inc (the “Company”) announced today that it has commenced an offering of three year floating rate senior notes and seven year fixed rate senior notes.  The Company expects to raise aggregate net proceeds of approximately $1.0 billion.  The Company will use the net proceeds of the offering to repay outstanding borrowings under its unsecured revolving credit facility which borrowings were used to fund investment activity. The notes will be sold only to qualified institutional buyers and non US persons in reliance on the exemptions from the registration requirement of US federal securities laws provided by Rule 144A and Regulation S. There can be no assurance that the offering will be consummated or that the anticipated amount of proceeds will be raised. In addition, in September 2006, the Company intends to offer certain holders of the Company’s $240 million outstanding principal amount of 8.75% Senior Notes due 2008 the opportunity to exchange their 2008 notes in a private offering for a like principal amount of the new seven year fixed rate notes being offered in the current offering. Such exchange would be available only to holders of the 2008 notes who are qualified institutional buyers. While there can be no assurance that the exchange will be consummated, it could result in the issuance of up to an additional $240 million principal amount of seven year fixed rate notes.

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SIGNATURES

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 FINANCIAL INC.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: September 13, 2006

 

By:

 

/s/ JAY SUGARMAN

 

 

 

 

 

Jay Sugarman

 

 

 

 

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: September 13, 2006

 

By:

 

/s/ CATHERINE D. RICE

 

 

 

 

 

Catherine D. Rice

 

 

 

 

Chief Financial Officer

 

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This excerpt taken from the SFI 8-K filed Sep 13, 2006.

Item 8.01. Other Events

Discontinued Operations

During the six months ended June 30, 2006, iStar Financial Inc. (“the Company”) identified three facilities that were sold and six facilities that were held for sale (collectively, the “sold and held for sale assets”) that met the requirements of Financial Accounting Standards Board (“FASB”) Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. FASB Statement No. 144 requires the Company to present the account balances and activities of the sold and held for sale assets as discontinued operations. While account balances and activities are being reclassified, gains or losses arising from the actual discontinuance of the sold and held for sale assets will be recorded in 2006. The Company is updating its previously issued annual financial statements and certain other financial information originally reported within its Annual Report on Form 10-K for the year ended December 31, 2005 (“Annual Report”) to present previously provided financial information on a basis that is comparable to the basis on which the Company prepared and reported similar information in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, which treats the sold and held for sale assets as discontinued operations. This Current Report on Form 8-K updates Items 6, 7, and 8 of the Company’s Annual Report and Exhibit 12.3 to the Company’s Annual Report to recast the account balances and activities of the aforementioned sold and held for sale assets as discontinued operations. The updates do not represent a restatement of previously issued financial statements.

 

Items 6, 7, and 8 of our Annual Report and Exhibit 12.3 to our Annual Report are set forth on Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, respectively, and are incorporated by reference herein. We have not modified or updated any other disclosures presented in our 2005 Annual Report on Form 10-K. All other information in the Form 10-K remains unchanged.

These reclassifications as discontinued operations have no effect on the Company’s reported net income available to common shareholders and HPU holders as reported in prior SEC filings. Instead, they present the revenues and expenses relating to properties sold and held for sale as a single line item titled “Income from discontinued operations,” rather than presenting the revenues and expenses along with the Company’s other results of operations.

Included with these revised financial statements is an updated management’s discussion and analysis of financial condition and the results of operations of the Company for the periods presented, which the Company believes may be helpful to the investor in reviewing these restated financial statements.

For the Company’s most recent information concerning its financial condition and results of operations (through the second quarter of 2006), please see the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, which is on file with the SEC.

High Performance Unit Valuation

As a separate matter, for the three months ended September 30, 2006, the Company expects to record a non-cash charge of approximately $4.5 million to general and administrative expense in connection with the Company’s High Performance Unit equity compensation program for senior management.  The non-cash compensation charge is the result of adjustments to the applicable fair values of HPU securities issued in the seven plans offered since the commencement of the program in 2002. This adjustment relates to the Liquidity, Non-voting and Forfeiture discount assumptions used in valuing the HPU securities.

The cumulative adjustments for each fiscal year since the commencement of the HPU program in 2002 were: Fiscal Year 2002: $2.4 million Fiscal Year 2003: $1.2 million, Fiscal Year 2004: $0.5 million, Fiscal Year 2005: $0.2 million. The cumulative adjustments for the first and second quarter of fiscal year 2006 are $0.1 million.

The cumulative charge of $4.5 million will be recorded in the statement of operations for the three months ended September 30, 2006, rather than restating prior periods, because the Company has concluded that the expense is not material to any of its previously issued financial statements for any period. Further, the Company has concluded that the cumulative charge is not material to the quarter ended September 30, 2006, nor is it expected to be material to the current fiscal year.

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This excerpt taken from the SFI 8-K filed May 19, 2006.

ITEM 8.01  Other Events

 

On May 19, 2006, iStar Financial Inc. (the “Company”) submitted a letter to Institutional Shareholder Services (“ISS”), to confirm certain information regarding the proposed iStar Financial Inc. 2006 Long-Term Incentive Plan (the “New Plan”), as described in the its definitive proxy statement filed with the Securities and Exchange Commission on May 1, 2006.

The purpose of this letter was to confirm that the total shares allocated and available for awards under the New Plan include all of the shares of Common Stock remaining available for awards under the Company’s 1996 Long-Term Incentive Plan (the “1996 Plan”), which amount totaled 980,818 shares as of December 31, 2005, and are not addition to such shares. If the New Plan is approved by the Company’s shareholders, no additional awards will be made under the 1996 Plan. The letter is attached hereto, as Exhibit 99.1.

This excerpt taken from the SFI 8-K filed Feb 16, 2006.

ITEM 8.01               Other Events.

 

On February 15, 2006, we entered into an underwriting agreement with J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of $500 million 5.875% Senior Notes due 2016 and the $500 million 5.650% Senior Notes due 2011 (collectively, the “Notes”).  The Notes will be issued pursuant to an Indenture, dated as of February 5, 2001 between the Company and US Bank Trust National Association, as Trustee (the “Trustee”), as supplemented by the Eleventh Supplemental Indenture and the Twelfth Supplemental Indenture, to be dated as of February 21, 2006, by and between the Company and the Trustee.

 

This excerpt taken from the SFI 8-K filed Dec 20, 2005.

ITEM 8.01               Other Events.

 

On December 7, 2005, we entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of $250,000,000 5.80% Senior Notes due 2011 and the $225,000,000 Senior Floating Rate Notes due 2009 (collectively, the “Notes”).  The Notes were issued pursuant to an Indenture, dated as of February 5, 2001 between the Company and US Bank Trust National Association, as Trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture and the Tenth Supplemental Indenture, dated as of December 14, 2005, by and between the Company and the Trustee.

 

This excerpt taken from the SFI 8-K filed Dec 9, 2005.
Other Events.

 

On December 7, 2005, we entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC, as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of $250 million 5.80% Senior Notes due 2011 and $225 million Senior Floating Rate Notes due 2009 (collectively, the “Notes”).  The Notes will be issued pursuant to an Indenture, dated as of February 5, 2001 between the Company and US Bank Trust National Association, as Trustee (the “Trustee”), as supplemented by the Ninth Supplemental Indenture and the Tenth Supplemental Indenture, dated as of December 14, 2005, by and between the Company and the Trustee.

 

This excerpt taken from the SFI 8-K filed Apr 20, 2005.

ITEM 8.01     Other Events.

 

On April 14, 2005, we entered into an underwriting agreement with Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC, as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of $250 million 5.375% Senior Notes due 2010 and $250 million 6.05% Senior Notes due 2015 (collectively, the “Notes”).  The Notes will be issued pursuant to an Indenture, dated as of February 5, 2001 between the Company and US Bank Trust National Association, as Trustee (the “Trustee”), as supplemented by the Seventh Supplemental Indenture and the Eighth Supplemental Indenture, dated as of April 21, 2005, by and between the Company and the Trustee.

 

This excerpt taken from the SFI 8-K filed Apr 7, 2005.

ITEM 8.01                         Other Events

 

 

iStar Financial Inc. has amended its 1996 Long-Term Incentive Plan to prohibit expressly (1) the repricing of stock options without shareholder approval and (2) the extension of any loan by iStar Financial to any of its officers in respect of payment of the exercise price for the exercise of stock options held by such officer.  These amendments are contained in new Section 6.10 of the Plan.  A copy of the Plan, as amended, is set forth as an exhibit to this Report.

 

 

This excerpt taken from the SFI 8-K filed Mar 1, 2005.

ITEM 8.01             Other Events.

 

On February 23, 2005, we entered into an underwriting agreement with Banc of America Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of $400 million Senior Floating Rate Notes due 2008 and $700 million 5.15% Senior Notes due 2012 (collectively, the “Notes”).  The Notes will be issued pursuant to an Indenture, dated as of February 5, 2001 between the Company and US Bank Trust National Association, as Trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, dated as of March 1, 2005, by and between the Company and the Trustee.

 

This excerpt taken from the SFI 8-K filed Feb 28, 2005.
Other Events.

 

On February 23, 2005, we entered into an underwriting agreement with Banc of America Securities LLC and Goldman, Sachs & Co., as representatives of the several underwriters named in the Underwriting Agreement in connection with our public offering of $400 million Senior Floating Rate Notes due 2008 and $700 million 5.15% Senior Notes due 2012 (collectively, the “Notes”). The Notes will be issued pursuant to an Indenture, dated as of February 5, 2001 between the Company and US Bank Trust National Association, as Trustee (the “Trustee”), as supplemented by the Fifth Supplemental Indenture and the Sixth Supplemental Indenture, dated as of March 1, 2005, by and between the Company and the Trustee.

 

 

This excerpt taken from the SFI 8-K filed Feb 16, 2005.

Other Events

 

On February 15, 2005, iStar Financial Inc. announced that it had entered into a definitive agreement to acquire a substantial minority interest in Oak Hill Advisors, L.P. and related entities.  The consideration for iStar Financial’s purchase of its interest in Oak Hill Advisors will consist of cash plus shares of iStar Financial common stock, par value $.001 per share.  The shares of common stock will have an aggregate value of $49.0 million, based upon the average of the daily dollar volume-weighted average sale price for sales of iStar’s common stock on the New York Stock Exchange, for the first 20 trading days in March 2005.

 

iStar Financial will issue the shares of common stock to the sellers in reliance upon the exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.  Each of the recipients of the shares has represented that it is a sophisticated purchaser and an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

 

In connection with the transaction, iStar Financial has agreed to appoint a designeee of the sellers to iStar Financial’s board of directors to serve until iStar Financial’s 2006 annual meeting of stockholders, subject to the designee’s continued compliance with iStar Financial’s policies and procedures applicable to its directors.  Additional information regarding the designee will be provided upon his or her appointment to the iStar Financial Board of Directors.

 

The transaction described in this Report is expected to close in the first half of 2005.  Consummation of the transaction is subject to customary closing conditions.

 

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This excerpt taken from the SFI 8-K filed Feb 11, 2005.

Item 8.01 Other Events.

 

On February 10, 2005, iStar Financial Inc. announced that iStar had amended its offer to exchange iStar Financial Inc. 5.70% Series B Senior Notes due 2014 for any and all of TriNet’s 7.70% Senior Notes due 2017 by modifying the fixed spread related to the exchange price of the TriNet Notes from 160 basis points to 142.5 basis points, as described below.  Any holder who has previously tendered its TriNet Notes in the exchange offer will automatically receive the benefit of the improved pricing terms and does not need to re-tender its TriNet Notes.  In addition, the consent date of the offer has been extended to 5:00 p.m., New York City Time, on Friday, February 11, 2005.

 

Other than the extension of the Consent Date and the modification of the exchange price of the TriNet notes described above, all other terms and conditions of the Exchange Offer and Consent Solicitation set forth in the Prospectus dated January 25, 2005 remain unchanged.  In particular, the expiration date of the Exchange Offer continues to be 12:00 midnight, New York City time, on Thursday, February 24, 2005.

 

For each $1,000 principal amount of TriNet Notes tendered, holders will receive iStar Notes in an amount equal to $1,000 multiplied by the exchange ratio, as described in the Prospectus, and rounded down to the nearest $1,000 principal amount.  Amounts which, as a result of rounding, are less than $1,000 will be paid to holders in cash.  The exchange ratio will be calculated by determining the exchange price for the TriNet Notes on February 22, 2005 and dividing it by the new issue price for the iStar Notes as of that same date.  In calculating these values, iStar will be determining the discounted value of the remaining payments of principal and interest on the TriNet Notes and iStar Notes using discount rates determined by reference to a benchmark U.S. Treasury Security, and adding pre-determined fixed spreads for the TriNet Notes and the iStar Notes, all as set forth in the Prospectus.  The values for each set of notes will also include accrued and unpaid interest up to, but not including, the settlement date.  If you tender your TriNet Notes on or before the consent date of February 11, 2005 and do not validly withdraw your TriNet Notes prior to the consent date, the exchange price will also include a consent amount of $20.00 per $1,000 principal amount.  If you tender your TriNet Notes after the consent date and do not withdraw them prior to the expiration date of the exchange offer, the exchange price will be reduced by $20.00 per $1,000 principal amount which represents the consent amount.

 

Under the amended terms of the exchange offer, the exchange price of the TriNet Notes will equal:  (1) the discounted value of the remaining payments of principal and interest on $1,000 principal amount of TriNet Notes through their maturity date at a discount rate equal to:  (a) the bid-side yield to maturity on the 4.25% U.S. Treasury Note maturing November 15, 2014, as calculated by Bear, Stearns & Co. Inc., at 2:00 p.m. New York City time on February 22, 2005 (unless the expiration date of the exchange is extended); plus (b) a fixed spread of 142.5 basis points (previously 160 basis points).

 

The new issue price of the iStar Notes will equal:  (1) the discounted value of the remaining payments of principal and interest on $1,000 principal amount of iStar Notes through their maturity date at a discount rate equal to:  (a) the bid-side yield to maturity on the 4.25% U.S. Treasury Note maturing November 15, 2014, as calculated by Bear, Stearns & Co. Inc., at 2:00 p.m. New York City time on February 22, 2005 (unless the expiration date of the exchange is extended); plus (b) a fixed spread of 125 basis points.

 

Based upon the yield of the 4.25% U.S. Treasury Note maturing November 15, 2014 at 5:00 p.m. New York City time on February 9, 2005, the exchange price of the TriNet Notes, inclusive of the consent amount, and the new issue price of the iStar Notes would have been $1,212.84, and $1,031.95, respectively, and the exchange ratio would have been 1.175290. Excluding payment of the consent amount, the exchange price of the TriNet Notes would have been $1,192.84 and the exchange ratio would have been 1.155909.

 

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This excerpt taken from the SFI 8-K filed Jan 21, 2005.

ITEM 8.01     Other Events.

 

On January 20, 2005, iStar Financial issued a press release announcing its agreement to acquire Falcon.  A copy of the press release is attached as Exhibit 99.5.

 

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