iStar Inc. (OTCMKTS:SFICP) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantITEM 2.03 Creation of a Direct Financial Obligation.
On March 13, 2017, iStar Inc. (the “Company”) issued (i) $375 million aggregate principal amount of the Company’s 6.00% Senior Notes due 2022 (the “Notes”). The Notes were issued to a base indenture, dated as of February 5, 2001, as amended and supplemented by a supplemental indenture with respect to the Notes, dated as of March 13, 2017 (as supplemented, the “Indenture”), by and between the Company and U.S. Bank National Association (the “Trustee”). The Notes are unsecured, senior obligations of the Company and rank equally in right of payment with all of the Company’s existing and future unsecured, unsubordinated indebtedness.
The Notes were issued at 50% of their principal amount. The Notes bear interest at an annual rate of 6.00% and mature on April 1, 2022. The Company will pay interest on the Notes on each April 1 and October 1, commencing on October 1, 2017.
The Company may redeem some or all of the Notes at any time and from time to time at a price equal to 50% of the principal amount thereof, plus the applicable “make-whole” premium and accrued but unpaid interest, if any, to, but excluding, the date of redemption. If the Notes are redeemed on or after April 1, 2019, the redemption price will be at the prices and as described in the Indenture. In addition, prior to April 1, 2019, the Company may redeem up to 35% of the Notes using the proceeds of certain equity offerings at a redemption price equal to 106.000% of the principal amount of the Notes redeemed plus accrued but unpaid interest, if any, to, but excluding, the date of redemption.
Upon the occurrence of a Change of Control Triggering Event (as defined in the Indenture), each holder of the Notes has the right to require the Company to purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase.
Copies of the underwriting agreement and the supplemental indenture relating to the Notes are attached hereto as Exhibits 1.1 and 4.1, respectively, and are incorporated by reference herein. The base indenture dated February 5, 2001 has been previously filed as an exhibit to the Company’s Form S-3 filed on February 12, 2001. A copy of the global note for the Notes is attached hereto as Exhibit 4.2 and is incorporated by reference herein. For a complete description of the Notes, please see the full text of the Indenture and global note for the Notes.
