8-K
Star Holdings (STHO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 11, 2023
Star Holdings
(Exact name of registrant as specified in itscharter)
| Maryland | 001-41572 | 37-6762818 |
|---|---|---|
| (State or other jurisdictionof incorporation) | (CommissionFile Number) | (I.R.S. EmployerIdentification Number) |
| 1114 Avenue of the Americas<br><br> <br>39th Floor<br><br> <br>New York, New York | 10036 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
Telephone Number, Including Area Code: (212) 930-9400
N/A
(Former name or former address, if changed sincelast report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br> <br>Symbol(s) | Name of each exchange<br><br> <br>on which registered |
|---|---|---|
| Common shares of beneficial interest, $0.001 par value | STHO | Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Item 2.02 Results of Operations andFinancial Condition.
On May 11, 2023, Star Holdings issued an earnings release for the quarter ended March 31, 2023. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Current Report, including the exhibit hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 9.01 Financial Statements andExhibits.
| Exhibit 99.1 | Earnings Release |
|---|---|
| Exhibit 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 11, 2023 | ||
|---|---|---|
| Star Holdings | ||
| By: | /s/ Brett Asnas | |
| Name: Brett Asnas | ||
| Title: Chief Financial Officer |
Exhibit 99.1
Press Release
Star Holdings Reports First Quarter 2023 Results
NEW YORK, May 11, 2023
Star Holdings (NASDAQ: STHO) announced today that it has filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 with the Securities and Exchange Commission. The Company's spin-off from iStar Inc. (now known as Safehold Inc.) occurred on the last day of the quarter; therefore, the Company's financial results for the quarter are not necessarily indicative of the Company's future results as a stand-alone company following the spin-off.
Net income (loss) attributable to common shareholders for the first quarter was ($90.7 million) and earnings (loss) per share was ($6.81). These results reflect a non-cash adjustment of ($90.7 million) which reduced earnings per share by ($6.81) with respect to our investment in approximately 13.5 million shares of SAFE, which no longer qualifies for equity method accounting and instead is based on mark-to-market accounting.
Further details regarding the Company's results of operations, assets and activities are available in the Company's Form 10-Q for the quarter ended March 31, 2023 which is available for download at the Company's website www.starholdingsco.com or at the Securities and Exchange Commission website www.sec.gov.
• • •
Star Holdings (NASDAQ: STHO) portfolio is comprised primarily of interests in the Asbury Park Waterfront, the Magnolia Green residential development projects and other commercial real estate properties and loans that are for sale or otherwise plan to be monetized. Star Holdings also owns shares of Safehold Inc. (NYSE: SAFE). Star Holdings expects to focus on realizing value for shareholders from its portfolio primarily by maximizing cash flows through active asset management and asset sales. Additional information on Star Holdings is available on its website at www.starholdingsco.com.
1114 Avenue of the Americas
New York, NY 10036
T 212.930.9400
E investors@starholdingsco.com
Company Contact:
Pearse Hoffmann
Senior Vice President
Capital Markets & Investor Relations
T 212.930.9400
E investors@starholdingsco.com
1114 Avenue of the Americas
New York, NY 10036
T 212.930.9400
E investors@starholdingsco.com