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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
March 25, 2004
(Date of Report (Date of Earliest Event Reported))
iSTAR FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)
| Maryland (State or Other Jurisdiction of Incorporation) |
11-15371 (Commission File Number) |
95-6881527 (IRS Employer Identification Number) |
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1114 Avenue of the Americas, 27th Floor New York, New York (Address of Principal Executive Offices) |
10036 (Zip Code) |
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(212) 930-9400 (Registrant's Telephone Number, Including Area Code) |
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ITEM 9. Regulation FD Disclosure.
On March 25, 2004, iStar Financial Inc. issued a preliminary offering memorandum including a capitalization table as set forth as an exhibit below.
ITEM 7. Exhibits
- 99.1
- Capitalization Table.
2
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: March 25, 2004 |
By: |
/s/ JAY SUGARMAN Jay Sugarman Chairman and Chief Executive Officer |
|
3
| Exhibit Number |
Description |
|
|---|---|---|
| 99.1 | Capitalization Table. |
4
SIGNATURES
EXHIBIT INDEX
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The following table sets forth our capitalization at December 31, 2003 on an actual basis, on a pro forma basis giving effect to those transactions described in the footnote below that took place or are expected to take place after December 31, 2003 and the use of proceeds therefrom, and pro forma as adjusted to further give effect to the issuance of the notes being offered by the Company to qualified institutional investors in a transaction complying with Securities and Exchange Commission Rule 144A and the use of proceeds therefrom to repay secured indebtedness. This table should be read in conjunction with our consolidated financial statements and the notes thereto as found in the Company's Annual Report on Form 10-K for the year ended December 31, 2003.
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As of December 31, 2003 |
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|---|---|---|---|---|---|---|---|---|---|---|---|
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(In thousands) |
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| |
Actual |
Pro Forma(1) |
Pro Forma As Adjusted |
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| Long-term debt, including current maturities: | |||||||||||
| Unsecured senior notes, less discount and fees | $ | 1,137,769 | $ | 1,789,868 | $ | 2,035,637 | |||||
| Unsecured revolving credit facilities | 130,000 | 130,000 | 130,000 | ||||||||
| Secured revolving credit facilities | 696,591 | 822,643 | 576,874 | ||||||||
| Secured term loans, less discount | 808,000 | 615,000 | 615,000 | ||||||||
| iStar Asset Receivables secured notes, less discount | 1,307,224 | 1,307,224 | 1,307,224 | ||||||||
| Other debt obligations | 34,148 | 34,148 | 34,148 | ||||||||
| Total long-term debt | $ | 4,113,732 | $ | 4,698,883 | $ | 4,698,883 | |||||
| Shareholders' equity | 2,415,228 | 2,443,894 | 2,443,894 | ||||||||
| Total capitalization | $ | 6,528,960 | $ | 7,142,777 | $ | 7,142,777 | |||||
- (1)
- Pro forma capitalization gives effect to: (i) the January 2004 issuance of $350.0 million of our 4.875% Senior Notes due 2009 and the use of the net proceeds therefrom to repay secured revolving credit facilities ($150.8 million) and secured term loans ($193.0 million); (ii) the February 2004 redemption of 2.0 million shares of our 9.375% Series B Preferred Stock and 1.3 million shares of our 9.20% Series C Preferred Stock, at a redemption price of $25.00 per share plus accrued dividends; (iii) the March 2004 issuance of 5.0 million shares of our 7.50% Series I Preferred Stock at a price of $25.00 per share and the use of the proceeds from the offering to redeem $110.0 million aggregate principal amount of our 8.75% Senior Notes due 2008 at a redemption price of 108.75% plus accrued interest through the redemption date of March 29, 2004; (iv) the March 2004 issuance of $250.0 million of our 5.70% Senior Notes due 2014 and the use of the net proceeds from the sale of the notes to repay secured revolving credit facilities; (v) the March 2004 issuance of $175.0 million of our Senior Floating Rate Notes due 2007 and the use of the net proceeds from the sale of the notes to repay secured indebtedness; and (vi) $612.7 million of new secured revolving credit facility borrowings incurred since December 31, 2003 to fund new investments.
CAPITALIZATION