SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 2/14/11 Centerbridge Credit Partners, LP SC 13G 1:267K Istar Financial Inc Schulte Roth & Z… LLP/FA |
Document/Exhibit Description Pages Size 1: SC 13G Istar Financial Inc. HTML 139K
SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
|
|
SCHEDULE 13G*
|
|
(Rule 13d-102)
|
|
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
|
|
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
|
|
PURSUANT TO 13d-2(b)
|
|
iStar Financial Inc.
|
|
(Name of Issuer)
|
|
8.000% Series D Cumulative Redeemable Preferred Stock
|
|
(Title of Class of Securities)
|
|
(CUSIP Number)
|
|
(Date of event which requires filing of this statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
|
|
¨
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
¨
|
Rule 13d-1(d)
|
(Page 1 of 17 Pages)
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
35,249
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
35,249
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,249
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
|
|||||
12
|
TYPE OF REPORTING PERSON**
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners General Partner, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
35,249
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
35,249
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,249
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%
|
|||||
12
|
TYPE OF REPORTING PERSON**
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners Master, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
49,771
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
49,771
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,771
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
|
|||||
12
|
TYPE OF REPORTING PERSON**
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Credit Partners Offshore General Partner, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
49,771
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
49,771
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,771
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.2%
|
|||||
12
|
TYPE OF REPORTING PERSON**
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
188,928
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
188,928
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,928
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|||||
12
|
TYPE OF REPORTING PERSON**
PN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Centerbridge Special Credit Partners General Partner, L.L.C.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
188,928
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
188,928
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
188,928
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
|
|||||
12
|
TYPE OF REPORTING PERSON**
OO
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
273,948
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
273,948
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,948
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|||||
12
|
TYPE OF REPORTING PERSON**
IN
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Aronson
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
|
(a) ¨
(b) x
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
-0-
|
||||
6
|
SHARED VOTING POWER
273,948
|
|||||
7
|
SOLE DISPOSITIVE POWER
-0-
|
|||||
8
|
SHARED DISPOSITIVE POWER
273,948
|
|||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
273,948
|
|||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES**
|
¨
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%
|
|||||
12
|
TYPE OF REPORTING PERSON**
IN
|
Item 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
This statement is filed by:
|
||
(i)
|
Centerbridge Credit Partners, L.P., a Delaware limited partnership ("CCP"), with respect to the Preferred Stock (as defined in Item 2(d) below) beneficially owned by it;
|
|
(ii)
|
Centerbridge Credit Partners General Partner, L.L.C., a Delaware limited liability company ("CCPGP"), as general partner of CCP, with respect to the Preferred Stock beneficially owned by CCP;
|
|
(iii)
|
Centerbridge Credit Partners Master, L.P., a Cayman Islands limited partnership ("CCPM"), with respect to the Preferred Stock beneficially owned by it;
|
|
(iv)
|
Centerbridge Credit Partners Offshore General Partner, L.L.C., a Delaware limited liability company ("CCPOGP"), as general partner of CCPM, with respect to the Preferred Stock beneficially owned by CCPM;
|
|
(v)
|
Centerbridge Special Credit Partners, L.P., a Delaware limited partnership ("CSCP"), with respect to the Preferred Stock beneficially owned by it;
|
|
(vi)
|
Centerbridge Special Credit Partners General Partner, L.L.C., a Delaware limited liability company ("CSCPGP"), as general partner of CSCP, with respect to the Preferred Stock beneficially owned by CSCP;
|
|
(vii)
|
Mark T. Gallogly ("Mr. Gallogly"), as a managing member of CSCPGP, CCPOGP and CCPGP, with respect to the Preferred Stock beneficially owned by CCPGP, CCPOGP, CSCPGP, CCP, CCPM, and CSCP; and
|
|
(viii)
|
Jeffrey Aronson ("Mr. Aronson"), as a managing member of CSCPGP, CCPOGP and CCPGP, with respect to the Preferred Stock beneficially owned by CCPGP, CCPOGP, CSCPGP, CCP, CCPM, and CSCP.
|
|
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
|
Item 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
Item 2(c).
|
CITIZENSHIP:
|
CCP and CSCP are limited partnerships organized under the laws of the State of Delaware. CCPM is a limited partnership organized under the laws of the Cayman Islands. CCPGP, CCPOGP, and CSCPGP are limited liability companies organized under the laws of the State of Delaware. Messrs. Gallogly and Aronson are citizens of the United States.
|
Item 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
8.000% Series D Cumulative Redeemable Preferred Stock (the "Preferred Stock")
|
Item 2(e).
|
CUSIP NUMBER:
|
Item 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Act,
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Act,
|
|
(c)
|
¨
|
Insurance Company as defined in Section 3(a)(19) of the Act,
|
|
(d)
|
¨
|
Investment Company registered under Section 8 of the Investment Company Act of 1940,
|
|
(e)
|
¨
|
Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
|
|
(f)
|
¨
|
Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
|
|
(g)
|
¨
|
Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
|
|
(h)
|
¨
|
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
|
|
(i)
|
¨
|
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
|
|
(j)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
If this statement is filed pursuant to Rule 13d-1(c), check this box: x
|
Item 4.
|
OWNERSHIP.
|
A.
|
Centerbridge Credit Partners, L.P., and Centerbridge Credit Partners General Partner, L.L.C.
|
||||
(a)
|
Amount beneficially owned: 35,249
|
||||
(b)
|
Percent of class: 0.9%. The percentages used herein and in the rest of Item 4 are calculated based upon the 4,000,000 shares of Preferred Stock issued and outstanding on September 30, 2010 as reflected in the Form 10-Q of the Company for the quarterly period ended September 30, 2010, filed on November 8, 2010.
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 35,249
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition of: 35,249
|
||||
CCP has the power to dispose of and the power to vote the shares of Preferred Stock beneficially owned by it, which powers may also be exercised by its general partner, CCPGP.
|
B.
|
Centerbridge Credit Partners Master, L.P., and Centerbridge Credit Partners Offshore General Partner, L.L.C.
|
||||
(a)
|
Amount beneficially owned: 49,771
|
||||
(b)
|
Percent of class: 1.2%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 49,771
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 49,771
|
||||
CCPM has the power to dispose of and the power to vote the shares of Preferred Stock beneficially owned by it, which powers may also be exercised by its general partner, CCPOGP.
|
C.
|
Centerbridge Special Credit Partners, L.P., and Centerbridge Special Credit Partners General Partner, L.L.C.
|
||||
(a)
|
Amount beneficially owned: 188,928
|
||||
(b)
|
Percent of class: 4.7%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 188,928
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 188,928
|
||||
CSCP has the power to dispose of and the power to vote the shares of Preferred Stock beneficially owned by it, which powers may also be exercised by its general partner, CSCPGP.
|
D.
|
Mark T. Gallogly and Jeffrey Aronson
|
||||
(a)
|
Amount beneficially owned: 273,948
|
||||
(b)
|
Percent of class: 6.8%
|
||||
(c)
|
(i)
|
Sole power to vote or direct the vote: -0-
|
|||
(ii)
|
Shared power to vote or direct the vote: 273,948
|
||||
(iii)
|
Sole power to dispose or direct the disposition: -0-
|
||||
(iv)
|
Shared power to dispose or direct the disposition: 273,948
|
||||
Messrs. Gallogly and Aronson, as managing members of CCPGP, CCPOGP, and CSCPGP, share power to vote the Preferred Stock beneficially owned by CCPGP, CCPOGP, CSCPGP, CCP, CCPM, and CSCP. Neither Mr. Gallogly nor Mr. Aronson directly owns any of the shares of Preferred Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares of Preferred Stock beneficially owned by CCPGP, CCPOGP, CSCPGP, CCP, CCPM and CSCP. However, none of the foregoing should be construed in and of itself as an admission by Messrs Gallogly or Aronson or by any Reporting Person as to beneficial ownership of shares of Preferred Stock owned by another Reporting Person. In addition, each of Mr. Gallogly and Mr. Aronson expressly disclaims beneficial ownership of shares of Preferred Stock owned by any of CCPGP, CCPOGP, CSCPGP, CCP, CCPM, or CSCP.
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
|
Not applicable.
|
|
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
|
Not applicable.
|
|
Item 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
|
Not applicable.
|
|
Item 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
|
Not applicable.
|
|
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP.
|
Not applicable.
|
|
Item 10.
|
CERTIFICATION.
|
Each of the Reporting Persons hereby makes the following certification:
|
|
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
General Partner, L.L.C., | |
it's general partner | |
Name: Jeffrey H. Aronson
|
|
Title: Authorized Signatory
|
|
GENERAL PARTNER, L.L.C.
|
|
Name: Jeffrey H. Aronson
|
|
Title: Authorized Signatory
|
|
MASTER, L.P.
|
|
Offshore General Partner, L.L.C., | |
its general partner | |
Name: Jeffrey H. Aronson
|
|
Title: Authorized Signatory
|
|
OFFSHORE GENERAL PARTNER, L.L.C.
|
|
Name: Jeffrey H. Aronson
|
|
Title: Authorized Signatory
|
.
|
|
General Partner, L.L.C.,
|
|
its general partner
|
|
Name: Jeffrey H. Aronson
|
|
Title: Authorized Signatory
|
|
GENERAL PARTNER, L.L.C.
|
|
Name: Jeffrey H. Aronson
|
|
Title: Authorized Signatory
|
|
/s/ Mark T. Gallogly
|
|
GENERAL PARTNER, L.L.C.
|
|||
General Partner, L.L.C., its general partner
|
|||
Name: Jeffrey H. Aronson
|
|||
By: |
Title: Authorized Signatory
|
||
Name: Jeffrey H. Aronson
|
|||
Title: Authorized Signatory
|
|||
MASTER, L.P.
|
OFFSHORE GENERAL PARTNER, L.L.C.
|
||
General Partner, L.L.C., its general partner
|
Name: Jeffrey H. Aronson
|
||
Title: Authorized Signatory
|
|||
By: | |||
Name: Jeffrey H. Aronson
|
|||
Title: Authorized Signatory
|
|||
CENTERBRIDGE SPECIAL CREDIT
|
CENTERBRIDGE SPECIAL CREDIT
|
||
PARTNERS, L.P.
|
PARTNERS GENERAL PARTNER, L.L.C.
|
||
General Partner, L.L.C., its general partner
|
Name: Jeffrey H. Aronson
|
||
Title: Authorized Signatory
|
|||
By: | |||
Name: Jeffrey H. Aronson
|
|||
Title: Authorized Signatory
|
/s/ Mark T. Gallogly
|
||
This ‘SC 13G’ Filing | Date | Other Filings | ||
---|---|---|---|---|
2/15/11 | 8-K | |||
Filed on: | 2/14/11 | SC 13G, SC 13G/A | ||
11/8/10 | 10-Q | |||
9/30/10 | 10-Q, 8-K | |||
3/5/10 | ||||
List all Filings |