Filed Pursuant to Rule 433

Registration No. 333-124795

Dated February 15, 2006

iSTAR FINANCIAL INC.
$500,000,000  5.650% SENIOR NOTES DUE 2011

$500,000,000  5.875% SENIOR NOTES DUE 2016

 

 

 

Senior Notes due 2011

 

Senior Notes due 2016

 

Issuer:

 

iStar Financial Inc.

 

iStar Financial Inc.

 

Ranking:

 

Senior Notes

 

Senior Notes

 

Ratings (Moody’s/S&P/Fitch)

 

Baa2/BBB/BBB

 

Baa2/BBB/BBB

 

Trade Date:

 

February 15th, 2006

 

February 15th, 2006

 

Settlement Date (T+3):

 

February 21st, 2006

 

February 21st, 2006

 

Maturity:

 

September 15th, 2011

 

March 15th, 2016

 

Notional Amount:

 

$500,000,000

 

$500,000,000

 

Pricing Benchmark:

 

UST 4.25% due January 2011

 

UST 4.50% due February 2016

 

Treasury Yield:

 

4.608%

 

4.608%

 

Spread to Benchmark:

 

T+105 bps

 

T+128 bps

 

Yield to Maturity:

 

5.658%

 

5.888%

 

Coupon:

 

5.650%

 

5.875%

 

Public Offering Price:

 

99.956%

 

99.896%

 

Underwriting Discount:

 

0.600%

 

0.650%

 

Company Purchase Price:

 

99.356%

 

99.246%

 

Net Proceeds to Company:

 

$496,780,000

 

$496,230,000

 

Interest Payment Dates:

 

Semi-annually on 15th of each March and September

 

Semi-annually on 15th of each March and September

 

First Coupon:

 

September 15th, 2006

 

September 15th, 2006

 

Day Count:

 

30/360

 

30/360

 

Redemption at issuer option:

 

The Fixed Rate Notes may be redeemed or purchased in whole or in part at the Company’s option at any time prior to the maturity of the Fixed Rate Notes at a price equal to 100% of the principal amount thereof plus the greater of (i) 1.0% of the principal amount of the Fixed Rate Notes and (ii) the excess of (a) the present value of all remaining payments on the Fixed Rate Notes discounted at the treasury comparable yield plus 15 bps over (b) the principal amount of the Fixed Rate Notes.

 

The Fixed Rate Notes may be redeemed or purchased in whole or in part at the Company’s option at any time prior to the maturity of the Fixed Rate Notes at a price equal to 100% of the principal amount thereof plus the greater of (i) 1.0% of the principal amount of the Fixed Rate Notes and (ii) the excess of (a) the present value of all remaining payments on the Fixed Rate Notes discounted at the treasury comparable yield plus 20 bps over (b) the principal amount of the Fixed Rate Notes.

 

Minimum Denominations/ Multiples:

 

$1,000/$1,000

 

$1,000/$1,000

 

 

 

 

 

 

Principal
Amount

 

 

 

Principal
Amount

 

Book Managers:

 

JPMorgan

Lehman Brothers

Wachovia

 

$130,000,000

$130,000,000

$130,000,000

 

JPMorgan

Lehman Brothers

Wachovia

 

$130,000,000

$130,000,000

$130,000,000

 

Co-Managers:

 

Barclays Capital

Keybanc

RBS Greenwich

 

$36,668,000

$36,666,000

$36,666,000

 

Barclays Capital

Keybanc

RBS Greenwich

 

$36,668,000

$36,666,000

$36,666,000