February 8, 2005
Via Facsimile (212) 878-8375 and U.S. Mail
Kathleen L. Werner, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
RE: iStar Financial Inc.
Schedule TO filed January 31, 2005
File No. 005-79428
Dear Ms. Werner:
We have reviewed the above-referenced filing and have the
following comments.
General
1. We refer to Exhibit 99.5 of your Form 8-K filed on January 21,
2005. We remind you and your counsel that statements made in
connection with tender offers are specifically excluded from the
safe
harbor protections of the Private Securities Litigation Reform Act
of
1995. See Section 21E(b)(2)(C) of the Exchange Act and Regulation
M-
A telephone interpretation M.2 of the July 2001 Supplement to the
Division of Corporation Finance`s Manual of Publicly Available
Telephone Interpretations. Please avoid references to the safe
harbor
provisions of the Reform Act in future filings.
Does Falcon intend to declare a Dividend prior to the expiration
of
the Offer? Page 3
2. Please clarify whether the dividend will result in an
adjustment
to the $7.50 offer. If so, please clarify how that adjustment
will
be calculated. Please be advised that if the offer price is
adjusted
it is the staff`s position that at least 10 days must remain in
the
offering. See Rule 14e-1(b).
Section 2. Acceptance for Payment, page 13
3. We refer to the penultimate paragraph of this section. Please
revise the disclosure to clarify that all conditions to the offer,
other than those conditions relating to required regulatory
approvals, must be satisfied or waived prior to expiration, and
that
a delay in payment for shares would not necessarily be consistent
with Rule 14e-1(c).
Section 3. Procedures for Tendering Shares, page 14
Appointment as Proxy, page 17
4. Refer to the disclosure in the penultimate sentence, which
states
"the Purchaser must be able to exercise full voting rights with
respect to such shares." This language seems to exclude current
shareholders who are not deemed record holders of the shares for
purposes of a shareholder vote, and thus appears to violate Rule
14d-
10(a)(1). Please revise.
Determination of Validity, page 17
5. Please revise your disclosure to clarify that, to the extent
you
waive a condition with respect to one tender of securities, you
will
waive that condition for all other tenders as well. Please
carefully
review the document and make corresponding revisions elsewhere as
appropriate. Make corresponding changes to Instruction 10 to your
Letter of transmittal.
Section 11. Background of the offer, page 25
6. With a view towards additional disclosure, supplementally
explain
the nature of the computations and computation assistance provided
by
Goldman Sachs.
7. The first full paragraph on page 27 suggests that the Company
may
have provided bidder or its representatives with non-public
financial
forecasts or projections in connection with the negotiation and
structuring of this transaction. If so, please disclose those
projections or forecasts and the assumptions underlying them in
the
offer materials. If you do not believe disclosure is required,
explain supplementally the basis for that belief.
Section 14. Conditions of the offer, page 36
8. Please revise your disclosure to clarify that all conditions of
the offer, other than those relating to necessary governmental
approvals, must be satisfied or waived as of the expiration. As
currently drafted, your conditions appear to survive expiration
through the date of acceptance of tendered shares for payment.
9. We note your last offer condition relating to the opinion of
Hogan
& Hartson "as of the date of purchase of Shares pursuant to the
Offer." See our last comment above regarding the need to deem all
conditions satisfied or waived as of the facts as they exist at
the
Expiration Date, rather than at any time thereafter. Please revise
this condition, or explain supplementally how it is consistent
with
our position.
Section 16 Fees and Expenses, page 48
10. Quantify the "reasonable and customary compensation" referred
to
in this section. See Item 1009(a) of Regulation MA.
Closing Comments
As appropriate, please amend your documents in response to
these comments. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information. Detailed cover letters
greatly facilitate our review.
Please file your cover letter on EDGAR. Please understand
that
we may have additional comments after reviewing your amendment and
responses to our comments. In addition, depending upon your
response
to these comments, a supplement may need to be sent to security
holders.
In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:
* you are responsible for the adequacy and accuracy of the
disclosure
in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* you may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please direct any questions to me at (202) 942-1976. You
may
also contact me via facsimile at (202) 942-9638. Please send all
correspondence to us at the following ZIP code: 20549-0303.
Sincerely,
Michael Pressman
Office of Mergers
and Acquisitions
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February 8, 2004
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303
DIVISION OF
CORPORATION FINANCE