The Board of iStar Inc. (NYSE:STAR) announced the spin off of Legacy Non-Ground Lease Assets and Businesses of iStar Inc. on August 10, 2022. Board of Directors of iStar has approved the Distribution of all of the issued and outstanding shares of SpinCo (Star Holdings) common stock & iStar intends to separate its remaining legacy non-ground lease assets and businesses into a separate public company by distributing to iStar's stockholders, on a pro rata basis at a ratio of one share of SpinCo Common Stock for one share of iStar common stock. As of March 13, 2023, each iStar common stockholder will be entitled to receive, on a pro rata basis, 0.153 common shares of Star Holdings for each share of iStar common stock held. The record date for the spinoff is March 27, 2023. On March 17, 2023, Board of Directors has conditionally declared a pro rata distribution of 0.153 common shares of Star Holdings for each share of iStar common stock outstanding as of March 27, 2023, the record date for the distribution. The distribution will effectuate the previously-announced spin-off of iStar's legacy assets business. The spin-off of Star Holdings is a condition to the closing of iStar's planned merger with Safehold Inc.

In related transaction, Safehold Inc. entered into an agreement to acquire iStar Inc for $4.7 billion on August 10, 2022 & Post Merger, The surviving company of the Merger will be named Safehold Inc. (“New SAFE”) and its shares of common stock will trade on the New York Stock Exchange under the symbol “SAFE. New SAFE will enter into a management agreement with SpinCo, under which it will continue to operate and pursue the orderly monetization of SpinCo's assets Completion of the Spin-Off is subject to (i) completion of the financing documents; (ii) the satisfaction or waiver of relevant conditions to the consummation of the Merger; (iii) effectiveness of a Registration Statement on Form 10; (iv) the absence of an injunction or law preventing the consummation of the Spin-Off, the distribution and the transactions related thereto; and (v) other customary closing conditions. As of March 13, 2023, Spin off is expected to occur on March 31, 2023.

Lazard is serving as lead financial advisor and Clifford Chance US LLP is serving as legal advisor to iStar Inc. Morgan Stanley & Co. LLC is also serving as a financial advisor to iStar Inc. In connection with Lazard's services as a financial advisor to the STAR special committee, STAR agreed to pay Lazard an aggregate fee of between $15 million and $20 million depending on the transaction value at the time of closing; however, such amount may be increased in the exercise of the special committee's discretion. Of the aggregate fee, up to an aggregate of $1.75 million is payable as quarterly retainer fees and $2.0 million became payable upon the rendering of Lazard's fairness opinion and the balance is contingent on the closing of the related transactions. In addition, STAR has agreed to reimburse certain of Lazard's expenses arising, and to indemnify Lazard against certain liabilities that may arise, out of Lazard's engagement. For financial advisory services rendered in connection with the transaction, SAFE has agreed to pay J.P. Morgan a fee of $5.5 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the SAFE transactions. In addition, SAFE has agreed to reimburse J.P. Morgan for certain of its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement.

The Board of iStar Inc. (NYSE:STAR) completed the spin off of Legacy Non-Ground Lease Assets and Businesses of iStar Inc. on March 31, 2023.