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 |
|
|
| Principal |
|
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 |
|
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-212-834-4533.
