Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures —The Company has established and maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. The Company has formed a disclosure committee that is responsible for considering the materiality of information and determining the disclosure obligations of the Company on a timely basis. Both the Chief Executive Officer and the Chief Financial Officer are members of the disclosure committee.
Based upon their evaluation as of December 31, 2022, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act")) are effective.
Management’s Report on Internal Control Over Financial Reporting —Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of the disclosure committee and other members of management, including the Chief Executive Officer and Chief Financial Officer, management carried out its evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment under the framework in Internal Control—Integrated Framework , management has concluded that its internal control over financial reporting was effective as of December 31, 2022.
The Company’s effectiveness of internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Controls Over Financial Reporting —There have been no changes during the last fiscal quarter in the Company’s internal controls identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance of the Registrant
Portions of the Company’s definitive proxy statement for the 2023 annual meeting of shareholders to be filed within 120 days after the close of the Company’s fiscal year are incorporated herein by reference.
Item 11. Executive Compensation
Portions of the Company’s definitive proxy statement for the 2023 annual meeting of shareholders to be filed within 120 days after the close of the Company’s fiscal year are incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Portions of the Company’s definitive proxy statement for the 2023 annual meeting of shareholders to be filed within 120 days after the close of the Company’s fiscal year are incorporated herein by reference.
Item 13. Certain Relationships, Related Transactions and Director Independence
Portions of the Company’s definitive proxy statement for the 2023 annual meeting of shareholders to be filed within 120 days after the close of the Company’s fiscal year are incorporated herein by reference.
Item 14. Principal Registered Public Accounting Firm Fees and Services
Portions of the Company’s definitive proxy statement for the 2023 annual meeting of shareholders to be filed within 120 days after the close of the Company’s fiscal year are incorporated herein by reference.
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PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) and (c) Financial statements and schedules—see Index to Financial Statements and Schedules included in Item 8. Consolidated financial statements of Safehold Inc. are incorporated by reference to Item 8 of Safehold Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-38122) filed with the SEC on February 14, 2023.
(b) Exhibits—see index on following page.
INDEX TO EXHIBITS
Exhibit Number
Document Description
2.1
Merger Agreement, dated as of August 10, 2022, by and between iStar Inc. and Safehold Inc. (Schedules have been omitted pursuant to Item 601(b)(5) of Regulation S-K. STAR agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request.) (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K, filed August 11, 2022)
3.1
Restated Charter of the Company (including the Articles Supplementary for each Series of the Company’s Preferred Stock).(1)
3.2
Amended and Restated Bylaws of the Company.(2)
3.6
Articles Supplementary relating to Series D Preferred Stock .(1)
3.8
Articles Supplementary relating to Series G Preferred Stock.(1)
3.9
Articles Supplementary relating to Series I Preferred Stock.(1)
4.1
Form of 8.00% Series D Cumulative Redeemable Preferred Stock Certificate .(3)
4.2
Form of 7.65% Series G Cumulative Redeemable Preferred Stock Certificate.(4)
4.3
Form of 7.50% Series I Cumulative Redeemable Preferred Stock Certificate.(5)
4.4
Form of Stock Certificate for the Company’s Common Stock.(6)
4.5
Base Indenture, dated as of February 5, 2001, between the Company and State Street Bank and Trust Company .(6)
4.6
Form of Global Note, No. 1, evidencing 5.500% Senior Notes due 2026 (7)
4.7
Thirty-Fifth Supplemental Indenture, dated September 1, 2020, governing the 5.500% Senior Notes due 2026 (7)
4.8
Thirty-Third Supplemental Indenture, dated as of September 16, 2019, governing the 4.75% Senior Notes due 2024 .(8)
4.9
Thirty-Fourth Supplemental Indenture, dated as of December 16, 2019, governing the 4.25% Senior Notes due 2025 .(9)
4.10
Thirty-Sixth Supplemental Indenture, dated as of October 29, 2021, governing the 4.75% Notes due 2024 .(10)
4.11
Thirty-Seventh Supplemental Indenture, dated as of October 29, 2021, governing the 4.25% Notes due 2025 .(10)
4.12
Thirty-Eighth Supplemental Indenture, dated as of October 29, 2021, governing the 5.50% Notes due 2026 . (10)
4.13
Description of Common and Preferred Stock (11)
10.1
iStar Inc. 2009 Long Term Incentive Compensation Plan .(12)
10.2
iStar Inc. 2013 Performance Incentive Plan .(13)
10.3
Form of Restricted Stock Unit Award Agreement .(14)
10.4
Form of Restricted Stock Unit Award Agreement (Performance-Based Vesting) .(15)
10.5
Form of Award Agreement For Investment Pool .(16)
10.6
Amended and Restated Credit Agreement, dated as of June 23, 2016, by the Company, the banks set forth therein and J.P. Morgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Chase Bank, N.A., Bank Of America, N.A. and Barclays Bank PLC as joint lead arrangers .(17)
10.7
Security Agreement, dated as of June 23, 2016, made by the Company, and the other parties thereto in favor of J.P. Morgan Chase Bank, N.A., as administrative agent .(17)
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10.8
Third Amendment, dated as of June 28, 2018, to the Amended and Restated Credit Agreement referenced at Exhibit 10.8 (18)
10.9
Amended and Restated Credit Agreement dated as of September 27, 2019, among the Company, the other parties named therein and JPMorgan Chase Bank, N.A. as administrative agent .(19)
10.10
Stockholder Agreement, dated as of January 2, 2019, between iStar Inc., and Safehold Inc .(20)
10.11
Amended and Restated Management Agreement, dated as of January 2, 2019, among Safehold Inc., SFTY Manager LLC and iStar Inc .(20)
10.12
First Amendment to Stockholder Agreement, dated as of January 14, 2020, between iStar Inc. and Safehold Inc. (21)
10.13
First Amendment to Amended and Restated Management Agreement, dated as of January 14, 2020, among Safehold Inc., SFTY Manager LLC and iStar Inc .(21)
10.14
First Amendment to Exclusivity Agreement, dated as of January 14, 2020, between the Company and Safehold Inc. (21)
10.15
Voting Agreement, dated as of August 10, 2022, by and between iStar Inc. and Safehold Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed August 11, 2022)
10.16
Stock Purchase Agreement, dated August 10, 2022, by and among iStar Inc., Safehold Inc., MSD Partners, L.P. and, with respect to certain specified sections, MSD Capital, L.P. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K, filed August 11, 2022)
10.17
Purchase and Sale Agreement, dated as of February 2, 2022, among iStar Net Lease I LLC, iStar Net Lease II LLC and other seller parties, and Carlyle Net Lease Income, L.P. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed February 2, 2022)
14.0
iStar Inc. Code of Conduct .(22)
21.1*
Subsidiaries of the Company .
23.1*
Consent of Deloitte & Touche LLP .
23.2*
Consent of Deloitte & Touche LLP.
31.0*
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act .
32.0*
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act .
99.1
Consolidated financial statements of Safehold Inc., Report of Independent Registered Public Accounting Firm thereon and Notes to Such Consolidated Financial Statements – Incorporated by reference to Item 8 of Safehold Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-38122) filed with the Securities Exchange Commission on February 14, 2023.
101**
Interactive data file
104
Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
(1) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 15, 2016.
(2) Incorporated by reference from the Company’s Current Report on Form 8-K filed on April 3, 2018.
(3) Incorporated by reference from the Company’s Current Report on Form 8-A filed on December 10, 2003.
(4) Incorporated by reference from the Company’s Current Report on Form 8-A filed on February 27, 2004.
(5) Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 2, 2015.
(6) Incorporated by reference from the Company’s Current Report on Form S-3 Registration Statement filed on February 12, 2001.
(7) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 1, 2020.
(8) Incorporated by reference from the Company’s Current Report on Form 8-K filed on September 16, 2019.
(9) Incorporated by reference from the Company’s Current Report on Form 8-K filed on December 16, 2019.
(10) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed on November 2, 2021.
(11) Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on February 24, 2020.
(12) Incorporated by reference from the Company’s Definitive Proxy Statement filed on April 9, 2019.
(13) Incorporated by reference from the Company’s Definitive Proxy Statement filed on April 11, 2014.
(14) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 25, 2007.
(15) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 filed on May 9, 2008.
(16) Incorporated by reference from the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2014 filed on March 27, 2015.
(17) Incorporated by reference from the Company’s Current Report on Form 8-K filed on June 29, 2016
(18) Incorporated by reference from the Company’s Current Report on Form 8-K filed on July 5, 2018.
(19) Incorporated by reference from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed on October 31, 2019.
(20) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 3, 2019.
(21) Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 15, 2020.
(22) Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 filed on March 16, 2005.
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*
Filed herewith.
**In accordance with Rule 406T of Regulation S-T, the Inline XBRL related information in Exhibit 101 is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934 and otherwise is not subject to liability under these sections.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Inc.
Registrant
Date:
February 21, 2023
/s/ JAY SUGARMAN
Jay Sugarman
Chairman of the Board of Directors and Chief
Executive Officer (principal executive officer)
iStar Inc.
Registrant
Date:
February 21, 2023
/s/ BRETT ASNAS
Brett Asnas
Chief Financial Officer
(principal financial officer)
iStar Inc.
Registrant
Date:
February 21, 2023
/s/ GARETT ROSENBLUM
Garett Rosenblum
Chief Accounting Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date:
February 21, 2023
/s/ JAY SUGARMAN
Jay Sugarman
Chairman of the Board of Directors
Chief Executive Officer
Date:
February 21, 2023
/s/ CLIFFORD DE SOUZA
Clifford De Souza
Director
Date:
February 21, 2023
/s/ DAVID EISENBERG
David Eisenberg
Director
Date:
February 21, 2023
/s/ ROBIN JOSEPHS
Robin Josephs
Director
Date:
February 21, 2023
/s/ RICHARD LIEB
Richard Lieb
Director
Date:
February 21, 2023
/s/ BARRY W. RIDINGS
Barry W. Ridings
Director
108