iStar Financial Announces Pricing of Unsecured Senior Notes Offering and Convertible Senior Notes Offering

NEW YORK, Nov. 7, 2012 /PRNewswire/ -- iStar Financial Inc. (NYSE: SFI) announced today that it has agreed to sell $300 million aggregate principal amount of unsecured 7.125% Senior Notes due 2018 and $175 million aggregate principal amount of 3.00% Convertible Senior Notes due 2016 in concurrent public offerings, both at par.  The Company will use the net proceeds of the offerings to redeem the remaining $67 million aggregate principal amount of its 6.5% Senior Notes due 2013 and the remainder of the net proceeds to redeem approximately $381 million aggregate principal amount of its 8.625% Senior Notes due 2013.

The 7.125% Senior Notes due 2018 will mature on February 15, 2018.  Interest on the Senior Notes will be payable semi-annually on each February 15 and August 15, commencing August 15, 2013.

The 3.00% Convertible Senior Notes will mature on November 15, 2016.  Interest on the Convertible Senior Notes will be payable semi-annually on each May 15 and November 15, commencing May 15, 2013. The Convertible Senior Notes are convertible at a conversion rate of 84.9582 shares of the Company's common stock per $1,000 principal amount of notes, which is equal to a conversion price of approximately $11.77 per share, subject to adjustment. This represents an approximately 42.5% conversion premium based on the last reported sale price of $8.26 per share of the Company's common stock on the New York Stock Exchange on November 7, 2012. iStar has granted the underwriters the option to purchase up to an additional $25 million aggregate principal amount of Convertible Senior Notes.

The closing of each offering is subject to customary closing conditions.  Neither the completion of the Senior Notes offering nor the completion of the Convertible Senior Notes offering is contingent on completion of the other offering.

BofA Merrill Lynch, Barclays and J.P. Morgan are the joint book-running managers for each offering. The notes will be issued pursuant to an effective shelf registration statement that was previously filed with the Securities and Exchange Commission. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the offered notes, 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.

The notes in each offering were offered by means of a preliminary prospectus supplement and accompanying prospectus for such offering. Electronic copies of the preliminary prospectus supplement and accompanying prospectus for each offering may be obtained for free by searching the SEC online database (EDGAR) on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus for each offering may be obtained by contacting the joint book-running managers at the following addresses or telephone numbers:

BofA Merrill Lynch
222 Broadway
New York, New York 10038
Attn: Prospectus Department
[email protected]

Barclays Capital Inc.
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
[email protected]
1-888-603-5847 (toll free)

J.P. Morgan (Senior Notes)
383 Madison Avenue, 3rd Floor
New York, New York 10179
Attention: Syndicate Desk
1-800-245-8812 (toll free)

J.P. Morgan (Convertible Senior Notes)
c/o Broadridge Financial Solutions
1155 Long Island Avenue
Edgewood, New York 11717
1-866-803-9204 (toll free)

SOURCE iStar Financial Inc.