8-K
filed March 31, 2023, 7:59 PM ET
ticker STHO
CIK 0001953366
other material
confidence high
sentiment neutral
materiality 0.80
Star Holdings (STHO): M&A transaction — Star Holdings completes spin-off from iStar; begins trading on Nasdaq under STHO
Star Holdings
- Spin-off effective March 31, 2023; iStar distributed 0.153 STHO shares per iStar share.
- Received assets with gross real estate value of $357.9M: Asbury Park Waterfront ($193.9M), Magnolia Green ($97.3M), Coney Island Bath Site ($26.3M).
- Entered into $115M secured term loan from Safehold and $140M margin loan facility from Morgan Stanley.
- Appointed Jay Sugarman as CEO, Marcos Alvarado as President/CIO, Brett Asnas as CFO; board of three trustees.
- Amended declaration of trust to authorize 200M common shares and 30M preferred shares.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marcos Alvarado was appointed as President and Chief Investment Officer at Star Holdings.
- Action
- appointed
- Role
- President and Chief Investment Officer
Exact text from the filing
Marcos Alvarado, as President and Chief Investment Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay Sugarman was appointed as Chief Executive Officer at Star Holdings.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Jay Sugarman, as Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nina Matis was appointed as Lead Trustee at Star Holdings.
- Action
- appointed
- Role
- Lead Trustee
Exact text from the filing
Ms. Matis was appointed Lead Trustee.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Lieb was appointed as Trustee at Star Holdings.
- Action
- appointed
- Role
- Trustee
Exact text from the filing
each of Clifford De Souza, Nina Matis and Richard Lieb were appointed to serve as trustees
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Clifford De Souza was appointed as Trustee at Star Holdings.
- Action
- appointed
- Role
- Trustee
Exact text from the filing
each of Clifford De Souza, Nina Matis and Richard Lieb were appointed to serve as trustees
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nina Matis was appointed as Trustee at Star Holdings.
- Action
- appointed
- Role
- Trustee
Exact text from the filing
each of Clifford De Souza, Nina Matis and Richard Lieb were appointed to serve as trustees
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brett Asnas was appointed as Chief Financial Officer at Star Holdings.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Brett Asnas, as Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jay Sugarman resigned as Trustee at Star Holdings.
- Action
- resigned
- Role
- Trustee
Exact text from the filing
Jay Sugarman, the sole trustee of Star Holdings, resigned
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Star Holdings: Amended and Restated Bylaws adopted, containing advance notice provisions for shareholder nominations and proposals, and other governance provisions (effective 2023-03-31).
- Change
- bylaw amendment
- Effective
- 2023-03-31
Exact text from the filing
On March 31, 2023, the Board adopted the Star Holdings' Amended and Restated Bylaws (the "Amended and Restated Bylaws").
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Star Holdings: Amended and Restated Declaration of Trust, setting authorized shares to 200,000,000 common shares and 30,000,000 preferred shares, and providing one vote per common share (effective 2023-03-31).
- Change
- charter amendment
- Effective
- 2023-03-31
Exact text from the filing
On March 31, 2023, Star Holdings amended and restated its Declaration of Trust (the "Amended and Restated Declaration of Trust").
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Star Holdings completed a disposition involving iStar Inc. (closed 2023-03-31).
- Action
- disposition
- Counterparty
- iStar Inc.
- Closing
- 2023-03-31
Exact text from the filing
Separation and Distribution Agreement”), dated as of March 31, 2023, by and between iStar Inc., a Maryland corporation ("iStar"), and Star Holdings, a Maryland statutory trust ("Star Holdings").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Star Holdings entered into Separation and Distribution Agreement with New Safe (formerly iStar, now Safehold Inc.) (effective 2023-03-31).
- Action
- entry
- Agreement
- supply
- Counterparty
- New Safe (formerly iStar, now Safehold Inc.)
- Effective
- 2023-03-31
Exact text from the filing
On March 31, 2023, in connection with the Spin-Off, Star Holdings entered into the Separation and Distribution Agreement
View on SEC.gov
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