iStar Inc. (NYSE: STAR) today announced that its Board of Directors has conditionally declared a pro rata distribution of 0.153 common shares of Star Holdings for each share of iStar common stock outstanding as of March 27, 2023, the record date for the distribution. The distribution will effectuate the previously-announced spin-off of iStar’s legacy assets business. The spin-off of Star Holdings is a condition to the closing of iStar’s planned merger with Safehold Inc.
iStar currently expects the distribution to be made before the open of trading on March 31, 2023, or on a date as promptly as practicable thereafter, subject to the satisfaction of the conditions to the spin-off. iStar expects to complete the merger with Safehold immediately following the distribution, subject to the satisfaction of the closing conditions to the merger.
Estimated Star Share Consolidation Ratio
As described in the Joint Proxy Statement/Prospectus, in the merger, each share of iStar common stock will be consolidated into a fraction of a share of the combined company (the “Star share consolidation ratio”) by way of a reverse stock split that will occur immediately prior to the effective time of the merger. The estimated Star share consolidation ratio disclosed in the Joint Proxy Statement/Prospectus, was approximately 0.15. As described in the Joint Proxy Statement/Prospectus, the final Star share consolidation ratio will be determined as of the closing date of the merger and will be primarily based on the number of shares of Safe common stock owned by Star, after giving effect to certain adjustments, and the number of shares of iStar common stock outstanding, prior to the effective time of the reverse stock split and merger. iStar will publicly announce the final Star share consolidation ratio no later than the close of business one trading day prior to the closing date of the merger. Stockholders will receive cash in lieu of any fractional shares resulting from the reverse stock split.
iStar Inc. (NYSE: STAR) is focused on reinventing the ground lease sector, unlocking value for real estate owners throughout the country by providing modern, more efficient ground leases on institutional quality properties. As the founder, investment manager and largest shareholder of Safehold Inc. (NYSE: SAFE), the creator of the modern ground lease industry, iStar is using its national investment platform and its historic strengths in finance and net lease to expand the use of modern ground leases within the $7 trillion institutional commercial real estate market. Recognized as a consistent innovator in the real estate markets, iStar specializes in identifying and scaling newly discovered opportunities and has completed more than $40 billion of transactions over the past two decades. Additional information on iStar is available on its website at www.istar.com.