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United States securities and exchange commission logo
August 1, 2022
Brett Asnas
Chief Financial Officer
iStar Inc.
1114 Avenue of the Americas, 39th Floor
New York, NY 10036
Re: iStar Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Filed February 25,
2022
Form 8-K filed May
3, 2022
File No. 001-15371
Dear Brett Asnas:
We have reviewed your July 8, 2022 response to our comment letter
and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 15, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements
Note 8 - Other Investments
Summarized investee financial information, page 81
1. We note your response
to our prior comment 1. We are unable to agree with your
proposal to file the
audited SAFE financial statements in a Form 8-K. Please file the
audited SAFE financial
statements in an amendment to your Form 10-K.
Form 8-K filed May 3, 2022
Exhibit 99.2
Pro Forma Supplemental Financial Data, page 22
Brett Asnas
iStar Inc.
August 1, 2022
Page 2
2. We note your response to comment 2, please address the following:
Please tell us if you expect to continue to present supplemental
information in future
earnings presentations for the closing of this specific net lease
transaction and
payments to the iPIP holders as a result of the transaction.
Please clarify if your adjustment for other potential iPIP
payments that fluctuate
primarily based on changes in SAFE's stock price is something you
will continue to
disclose in future earnings presentations.
To the extent you will adjust for other potential iPIP payment in
future earnings
presentations, please tell us and revise your disclosure to clarify
the nature of this
adjustment.
Your response did not appear to address the adjustments for the
SAFE MTM
adjustment, we further note that it appears you have presented the
SAFE MTM
adjustments in prior earnings presentations that preceded the net
lease transaction.
Please tell us if you expect to reflect the SAFE MTM adjustment in
future earnings
presentations.
To the extent you expect to reflect the SAFE MTM adjustment in
future earnings
presentations, please enhance your disclosures to include balancing
disclosure
regarding the share price of SAFE MTM. In this regard, your
disclosure should
address, but not be limited to, that you own 64.7% of SAFE's common
stock
outstanding as of March 31, 2022 and given your substantial
interest that you may not
be able to liquidate your investment at the closing price of $43.05
from April 29,
2022.
You may contact Peter McPhun at 202-551-3581 or Jennifer Monick at
202-551-3295 if
you have any questions.
FirstName LastNameBrett Asnas Sincerely,
Comapany NameiStar Inc.
Division of
Corporation Finance
August 1, 2022 Page 2 Office of Real
Estate & Construction
FirstName LastName