Issuer Free Writing Prospectus

Filed pursuant to Rule 433

Registration No. 333-181470

 

May 7, 2013

 

iStar Financial Inc.

Pricing Term Sheet

 

$265,000,000 3.875% Senior Notes due 2016

$300,000,000 4.875% Senior Notes due 2018

 

This pricing term sheet is qualified in its entirety by reference to the Issuer’s preliminary prospectus supplement dated May 7, 2013 and the accompanying prospectus (together, the “Preliminary Prospectus”). The information in this pricing term sheet supplements the Preliminary Prospectus and updates and supersedes the information in the Preliminary Prospectus to the extent it is inconsistent with the information in the Preliminary Prospectus. Capitalized terms used and not defined herein have the meanings assigned to them in the Preliminary Prospectus.

 

3.875% Senior Notes due 2016

 

Issuer:

 

iStar Financial Inc.

 

 

 

Title of Security:

 

3.875% Senior Notes due 2016

 

 

 

Ranking:

 

Senior unsecured notes

 

 

 

Size:

 

$265,000,000

 

 

 

Gross proceeds:

 

$265,000,000

 

 

 

Net proceeds (before expenses):

 

$259,700,000

 

 

 

Maturity:

 

July 1, 2016

 

 

 

Coupon:

 

3.875%

 

 

 

Public offering price:

 

100%, plus accrued and unpaid interest from May 10, 2013

 

 

 

Yield to maturity:

 

3.875%

 

 

 

Spread to Benchmark Treasury:

 

+353 basis points

 

 

 

Benchmark Treasury:

 

UST 0.250% due 04/15/2016

 

 

 

Interest Payment Dates:

 

Semi-annually on January 1 and July 1,
commencing January 1, 2014

 

 

 

Record Dates:

 

December 15 and June 15

 

 

 

Equity Clawback:

 

Up to 35% at 103.875% prior to April 1, 2016

 

 

 

Optional Redemption:

 

Make-whole call @ T+50 bps prior to April 1, 2016.

 

 

On or after April 1, 2016: 100.00%

 



 

Change of Control Triggering Event:

 

If a Change of Control Triggering Event occurs, each holder will have the right to require that the company purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of such notes plus accrued and unpaid interest to, but excluding, the date of repurchase.

 

 

 

Trade Date:

 

May 7, 2013

 

 

 

Settlement Date:

 

T+3; May 10, 2013

 

 

 

Distribution:

 

SEC registered

 

 

 

CUSIP:

 

45031U BS9

 

 

 

ISIN:

 

US45031UBS96

 

 

 

Denominations/Multiple:

 

$2,000 x $1,000

 

 

 

Joint Bookrunners:

 

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

 

 

Barclays Capital Inc.

 

 

J.P. Morgan Securities LLC

 

 

 

Use of Proceeds:

 

The company will use a portion of the net proceeds from the offering of the 3.875% Senior Notes due 2016 and the 4.875% Senior Notes due 2018 to redeem the remaining $96.8 million aggregate principal amount of its 8.625% Senior Notes due 2013 and the remainder of the net proceeds, together with cash on hand, to redeem the remaining $448.6 million aggregate principal amount of its 5.95% Senior Notes due 2013.

 

In addition to the 3.875% Senior Notes due 2016, the company has agreed to issue an additional series of Senior Notes, its 4.875% Senior Notes due 2018, the terms of which are summarized below.

 

4.875% Senior Notes due 2018

 

Issuer:

 

iStar Financial Inc.

 

 

 

Title of Security:

 

4.875% Senior Notes due 2018

 

 

 

Ranking:

 

Senior unsecured notes

 

 

 

Size:

 

$300,000,000

 

 

 

Gross proceeds:

 

$300,000,000

 

 

 

Net proceeds (before expenses):

 

$294,000,000

 

 

 

Maturity:

 

July 1, 2018

 

 

 

Coupon:

 

4.875%

 

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Public offering price:

 

100%, plus accrued and unpaid interest from May 10, 2013.

 

 

 

Yield to maturity:

 

4.875%

 

 

 

Spread to Benchmark Treasury:

 

+413 basis points

 

 

 

Benchmark Treasury:

 

UST 0.625% due 04/30/2018

 

 

 

Interest Payment Dates:

 

Semi-annually on January 1 and July 1,
commencing January 1, 2014

 

 

 

Record Dates:

 

December 15 and June 15

 

 

 

Equity Clawback:

 

Up to 35% at 104.875% prior to July 1, 2016

 

 

 

Optional Redemption:

 

Make-whole call @ T+50 bps prior to July 1, 2016.

 

 

On or after:

Price:

 

 

July 1, 2016

102.438%

 

 

April 1, 2017

101.219%

 

 

January 1, 2018

 

 

 

and thereafter

100.000%

 

 

 

Change of Control Triggering Event:

 

If a Change of Control Triggering Event occurs, each holder will have the right to require that the company purchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of such notes plus accrued and unpaid interest to, but excluding, the date of repurchase.

 

 

 

Trade Date:

 

May 7, 2013

 

 

 

Settlement Date:

 

T+3; May 10, 2013

 

 

 

Distribution:

 

SEC registered

 

 

 

CUSIP:

 

45031U BT7

 

 

 

ISIN:

 

US45031UBT79

 

 

 

Denominations/Multiple:

 

$2,000 x $1,000

 

 

 

Joint Bookrunners:

 

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

 

 

Barclays Capital Inc.

 

 

J.P. Morgan Securities LLC

 

 

 

Use of Proceeds:

 

The company will use a portion of the net proceeds from the offering of the 3.875% Senior Notes due 2016 and the 4.875% Senior Notes due 2018 to redeem the remaining $96.8 million aggregate principal amount of its 8.625% Senior Notes due 2013 and the remainder of the net proceeds, together with cash on hand, to redeem the remaining $448.6 million aggregate principal amount of its 5.95% Senior Notes due 2013.

 

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The 3.875% Senior Notes due 2016 and the 4.875% Senior Notes due 2018 will be issued under the same indenture.  Except as described above, the same terms and conditions described in the Preliminary Prospectus will apply to the 4.875% Senior Notes due 2018 as separately apply to the 3.875% Senior Notes due 2016.  The 3.875% Senior Notes due 2016 and the 4.875% Senior Notes due 2018 will be separate series of notes, including for purposes of, among other things, payments of principal and interest, events of default, legal defeasance, covenant defeasance, satisfaction and discharge and amendments to the Indenture and applicable series of notes.  The notes of each series will be treated as a single class for all purposes under the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase.

 

Additional Changes from Preliminary Prospectus:

 

In addition to the pricing information set forth above, the Preliminary Prospectus will be updated to reflect the issuance of the 4.875% Senior Notes due 2018 in addition to the 3.875% Senior Notes due 2016.  Consequently, the table under the heading “Capitalization” is deemed deleted and replaced with the following:

 

 

 

As of March 31, 2013

 

 

 

Actual

 

As Adjusted

 

 

 

(in thousands)

 

Secured credit facilities:(1)

 

 

 

 

 

2012 Tranche A-1 Facility due 2016

 

$

60,309

 

$

60,309

 

2012 Tranche A-2 Facility due 2017

 

470,000

 

470,000

 

2013 Facility due 2017

 

1,673,414

 

1,673,414

 

Term loans:

 

 

 

 

 

Term loan collateralized by net lease assets

 

263,489

 

263,489

 

Unsecured notes:

 

 

 

 

 

8.625% Senior Notes due 2013

 

96,801

 

 

5.95% Senior Notes due 2013

 

448,453

 

 

5.70% Senior Notes due 2014

 

200,601

 

200,601

 

6.05% Senior Notes due 2015

 

105,765

 

105,765

 

5.875% Senior Notes due 2016

 

261,403

 

261,403

 

3.0% Convertible Senior Notes due 2016

 

200,000

 

200,000

 

5.85% Senior Notes due 2017

 

99,722

 

99,722

 

9.0% Senior Notes due 2017

 

275,000

 

275,000

 

7.125% Senior Notes due 2018

 

300,000

 

300,000

 

3.875% Senior Notes due 2016

 

 

265,000

 

4.875% Senior Notes due 2018

 

 

300,000

 

Other debt obligations:

 

 

 

 

 

Trust preferred securities

 

100,000

 

100,000

 

Total debt obligations

 

$

4,554,957

 

$

4,574,703

 


(1)         The due dates of the secured credit facilities reflect their scheduled maturity dates.

 


 

Clause (1) of the definition of “Permitted Indebtedness” will be revised to reference both the 3.875% Senior Notes due 2016 to be issued on May 10, 2013 and the 4.875% Senior Notes due 2018 to be issued on May 10, 2013.

 


 

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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling:

 

BofA Merrill Lynch

 

1-800-294-1322 (toll free)

 

 

 

Barclays Capital Inc.

 

1-888-603-5847 (toll free)

 

 

 

J.P. Morgan Securities LLC

 

1-800-245-8812 (toll free)

 

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded.  Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.

 

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