iStar Announces Pricing of Senior Unsecured Notes and Senior Convertible Notes

NEW YORK, Sept. 14, 2017 /PRNewswire/ -- iStar (NYSE: STAR) announced today that it has agreed to sell at par $400.0 million aggregate principal amount of its 4.625% senior unsecured notes due 2020 and $400.0 million aggregate principal amount of its 5.25% senior unsecured notes due 2022. 

iStar has also agreed to sell at par $250.0 million aggregate principal amount of its 3.125% senior convertible notes due 2022 in a separate private offering.  The senior convertible notes will be convertible into shares of the Company's common stock, based on an initial conversion rate of 64.3563 shares per $1,000 principal amount of senior convertible notes, which is equivalent to an initial conversion price of approximately $15.54 per share of common stock and represents a premium of approximately 35% to the last reported sale price of the Company's common stock on the NYSE on September 14, 2017 of $11.51 per share. The conversion rate and conversion price are subject to adjustment in certain events. The initial purchasers of the senior convertible notes will have the option to purchase up to an additional $37.5 million aggregate principal amount of the senior convertible notes. 

The closings of the offerings of the senior unsecured notes and the senior convertible notes are subject to customary conditions, and are not contingent on each other.

The Company intends to use the net proceeds of the offerings and cash on hand to redeem and repay in full its 4.00% Senior Notes due November 2017 ($550 million aggregate principal amount), its 7.125% Senior Notes due February 2018 ($300 million aggregate principal amount), its 4.875% Senior Notes due July 2018 ($300 million aggregate principal amount), its 7.88% Series E Preferred Stock ($140 million aggregate liquidation preference) and its 7.8% Series F Preferred Stock ($100 million aggregate liquidation preference), and to pay related fees and expenses.  The Company will also use approximately $46 million of cash on hand to repurchase approximately 4 million shares of its common stock in privately negotiated transactions with purchasers of the senior convertible notes.

The senior unsecured notes will be issued pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. The senior convertible notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.  The senior convertible notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes offered in the offerings, nor shall there be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Copies of the prospectus supplement and the accompanying prospectus for the senior unsecured notes offering will be available on the SEC's website at www.sec.gov.  In addition, copies of the prospectus supplement and the accompanying prospectus may also be obtained by contacting the Company using the information below.

SOURCE iStar