-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C/+bQek8wHU+OylNiZkw9W2dRPS4wya7IDCPAbbw5bwLYCx9R0ZUBl7f4v5DJZxF 76Ew97gb8G4X4XzcAot83w== 0001104659-05-007025.txt : 20050216 0001104659-05-007025.hdr.sgml : 20050216 20050216170230 ACCESSION NUMBER: 0001104659-05-007025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050214 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20050216 DATE AS OF CHANGE: 20050216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ISTAR FINANCIAL INC CENTRAL INDEX KEY: 0001095651 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15371 FILM NUMBER: 05621583 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129309494 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 27TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD FINANCIAL INC DATE OF NAME CHANGE: 19990923 8-K 1 a05-3703_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2005

iStar Financial Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Maryland

1-15371

95-6881527

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

 

 

 

 

 

 

1114 Avenue of the Americas, 27th Floor
New York, New York

 

 

10036

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 930-9400

 

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


ITEMS 3.02, 5.02 and 8.01; Unregistered Sales of Equity Securities; Election of Directors and

Other Events

 

On February 15, 2005, iStar Financial Inc. announced that it had entered into a definitive agreement to acquire a substantial minority interest in Oak Hill Advisors, L.P. and related entities.  The consideration for iStar Financial’s purchase of its interest in Oak Hill Advisors will consist of cash plus shares of iStar Financial common stock, par value $.001 per share.  The shares of common stock will have an aggregate value of $49.0 million, based upon the average of the daily dollar volume-weighted average sale price for sales of iStar’s common stock on the New York Stock Exchange, for the first 20 trading days in March 2005.

 

iStar Financial will issue the shares of common stock to the sellers in reliance upon the exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.  Each of the recipients of the shares has represented that it is a sophisticated purchaser and an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.

 

In connection with the transaction, iStar Financial has agreed to appoint a designeee of the sellers to iStar Financial’s board of directors to serve until iStar Financial’s 2006 annual meeting of stockholders, subject to the designee’s continued compliance with iStar Financial’s policies and procedures applicable to its directors.  Additional information regarding the designee will be provided upon his or her appointment to the iStar Financial Board of Directors.

 

The transaction described in this Report is expected to close in the first half of 2005.  Consummation of the transaction is subject to customary closing conditions.

 

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SIGNATURES

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

iSTAR FINANCIAL INC.

 

 

 

 

Date: February 16, 2005

By:

/s/ Jay Sugarman

 

 

 

Jay Sugarman

 

 

 

Chairman and Chief Executive Officer

 

 

 

 

Date: February 16, 2005

By:

/s/ Catherine D. Rice

 

 

 

Catherine D. Rice

 

 

 

Chief Financial Officer

 

 

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