UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): November 30, 2022 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01 | Other Events |
On November 29, 2022, iStar Inc. (the “Company”) announced the details of its previously announced special distribution of a portion of the shares of common stock of Safehold Inc. (“Safe”) owned by the Company. On or about December 7, 2022, the Company will pay 0.07655 shares of common stock of Safe in respect of each outstanding share of common stock of the Company held by stockholders of record as of December 1, 2022. The Company will distribute an aggregate of 6.64 million shares of Safe common stock in the special distribution and will own approximately 33.9 million shares of Safe common stock after giving effect to the special distribution.
As previously announced, the aggregate value of the special distribution is intended to approximate the Company's estimate of its undistributed real estate investment trust ("REIT") taxable income for 2022, which is primarily attributable to the gain from the sale of the Company's net lease portfolio in the first quarter of the year, offset by certain net operating loss carry forwards. As a REIT, the Company is subject to excise tax on any undistributed net capital gains.
No fractional shares of Safe common stock will be issued in connection with the special distribution, and instead Company stockholders will receive cash in lieu of any fractional shares. The distribution is expected to be treated primarily as a capital gain distribution. For a discussion of the material tax consequences related to this special distribution, please see Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit | Description |
| 99.1 | U.S. federal income tax considerations with respect to the special distribution. |
| 104 | The cover page for this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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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 Inc. | |||
| By: | /s/ Geoffrey Dugan | ||
| Name: | Geoffrey Dugan | ||
| Title: | General Counsel, Corporate and Secretary | ||
Date: November 30, 2022
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