NEW YORK, Sept. 19 /PRNewswire-FirstCall/ -- iStar Financial Inc.
(NYSE: SFI) today announced an offer to exchange iStar 5.95% Senior Notes due
2013 ("2013 notes") for iStar 8.75% Senior Notes due 2008 ("2008 notes") and
consent solicitations for certain proposed amendments to the indenture
governing the 2008 notes. There are $240 million principal amount of 2008
notes outstanding. iStar recently priced, and expects to issue on September
22, 2006, $700 million principal amount of 2013 notes as a new issue. Any 2013
notes issued to holders of 2008 notes in the exchange offer will represent an
additional issuance of 2013 notes and will increase the principal amount of
The offering is only made, and copies of the offering documents will only
be made available to, holders of 2008 notes that have certified certain
matters to iStar, including their status as "qualified institutional buyers"
within the meaning of Rule 144A, or non-U.S. persons as defined under
Regulation S, under the Securities Act of 1933 ("Eligible Holders"). An
offering memorandum, dated today, will be distributed to Eligible Holders and
is available only to Eligible Holders through the information agent, Global
Bondholder Services Corporation, at 866-387-1500 or 212-430-3774.
The following provides a brief summary of key elements of the exchange
-- iStar is offering to exchange, for each $1,000 principal amount of 2008
notes tendered and accepted, $1,000 principal amount of 2013 notes plus
a cash amount equal to the amount by which the total exchange price of
the 2008 notes exceeds the issue price of the 2013 notes. Accrued and
unpaid interest on the 2008 notes will be added to this cash amount,
and accrued and unpaid interest on the 2013 notes will be subtracted
from this cash amount.
-- The total exchange price of the 2008 notes will include an early
participation payment payable only to holders of 2008 notes that
validly tender and do not withdraw their 2008 notes at or before 5:00
p.m., New York City time, on October 2, 2006, subject to extension.
-- The total exchange price for the 2008 notes and the issue price of the
2013 notes are based on fixed-spread pricing formula that will be
calculated at 2:00 p.m., New York City time, on October 2, 2006.
-- The exchange offer will expire at 12:00 midnight, New York City time,
on October 17, 2006, unless otherwise extended or terminated.
-- iStar is concurrently soliciting consents to amend two covenants in
the indenture governing the 2008 notes. Eligible Holders may not
tender their 2008 notes without delivering consents or deliver consents
without tendering the 2008 notes. If the requisite consents to amend
the indenture are received, iStar will sign a supplemental indenture
reflecting the amended covenants.
-- Tenders of 2008 notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on the earlier of the date the supplemental
indenture is signed or October 2, 2006, subject to extension. Tenders
of 2008 Notes after the earlier of such dates may not be withdrawn.
-- The 2013 notes will mature on October 15, 2013 and will bear interest
at an annual rate of 5.95%.
-- Consummation of the exchange is subject to a number of conditions,
including the absence of certain adverse legal and market developments,
the valid tender of more than $120 million principal amount of 2008
notes and the consummation of the issuance of the initial $700 million
principal amount of 2013 notes.
The 2013 notes have not been registered under the Securities Act or any
state securities laws. Therefore, the 2013 notes may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act and any applicable state
This press release does not constitute an offer to purchase any securities
or a solicitation of an offer to sell any securities. The exchange offers are
being made only pursuant to an offering memorandum and related consent and
letter of transmittal and only to such persons and in such jurisdictions as is
permitted under applicable law.
SOURCE iStar Financial Inc.
CONTACT: Catherine D. Rice, Chief Financial Officer, or Andrew G.
Backman, Vice President - Investor Relations, both of iStar Financial,