Good morning, ladies and gentlemen, and welcome to iStar's third quarter earnings call. At this time, all participants have been placed on a listen-only mode, and the floor will be open for questions and comments after the presentation. If you need any assistance during today's call, please press star zero. If you'd like to ask a question, please press star one. That's star one to ask a question. As a reminder, today's conference is being recorded. At this time, for opening remarks and introductions, I would like to turn the conference over to Jason Fooks, Senior Vice President of Investor Relations and Marketing. Please go ahead, sir. Thank you, and good morning, everyone. Thank you for joining us today to review iStar's third quarter 2022 earnings. With me today are Jay Sugarman, Chairman and Chief Executive Officer, Marcos Alvarado, President and Chief Investment Officer, and Brett Asnas, our Chief Financial Officer. This morning we published an earnings presentation highlighting our results, and our call will refer to these slides, which can be found on our website at istar.com in the investors section. There'll be a replay of the call beginning at 2:00 P.M. Eastern Time today, and the replay is accessible on our website or by dialing 1-877-481-4010 with a confirmation code of 46958. Before I turn the call over to Jay, I'd like to remind everyone that statements in this earnings call which are not historical facts will be forward-looking. iStar's actual results may differ materially from these forward-looking statements, and the risk factors that could cause these differences are detailed in our SEC reports. iStar disclaims any intent or obligation to update these forward-looking statements except as expressly required by law. Now I'd like to turn the call over to iStar's Chairman and CEO, Jay Sugarman. Jay. Thanks, Jason, and thank you all for joining us today. During the third quarter, iStar and Safehold announced an agreement on a strategic combination and took another major step forward in building the first fully integrated pure-play ground lease company in the public markets. The proposed combination will add a new anchor investor in the company when completed and help highlight the valuable carried component of the combined company's growing ground lease portfolio. Unfortunately, a highly volatile market marked by historic interest rate increases has made near-term conditions very challenging. We continue to work through those challenges and believe the long-term prospects for our modern ground lease business remain compelling. In addition, while our asset management and capital markets teams made continued progress in the quarter simplifying the balance sheet and monetizing non-core assets, we do expect these tougher market conditions to slow the expected timing of certain asset sales. As a result, we now expect the timing of the merger to fall at the end of the first quarter or early in the second quarter. Moving to the core ground lease business, Safehold closed on $280 million in new ground leases on six high-quality multi-family assets, giving customers a clear capital advantage and helping them execute their business plans. UCA continued to grow and now exceeds $10 billion. Safehold sold a ground lease in an off-market opportunity, booking a sizable capital gain. All positives in an otherwise challenging market that has slowed real estate transaction activity and limited capital availability to the industry. We expect ground lease volumes in the fourth quarter to reflect this slowing backdrop. With that, let's take a look at the quarter in more detail with Marcos and Brett. Marcos. Thank you, Jay, and good morning, everyone. Let's begin on slide 3 to discuss the quarter's activity. During the third quarter, we continued to make progress on asset monetization and generated meaningful proceeds through asset sales and loan repayments. As Jay alluded to, the uncertain economic environment and reduced real estate transaction volume could potentially slow the pace of go-forward asset sales. Despite the current choppy markets, Safehold saw steady growth during the third quarter, both through new originations along with recognizing a significant gain from the sale of a ground lease. Additionally, we continue to streamline our balance sheet by extinguishing debt and ended the quarter with approximately $1.3 billion of cash on hand. Let's turn to slide 4, which details our earnings results. For the quarter, net income was $12.1 million or $0.14 per diluted common share. Adjusted earnings were $28.5 million or $0.33 per diluted common share. Of note, during the quarter, we negotiated with certain holders of our convertible notes on an early redemption of $81 million of those notes in exchange for 3.3 million shares of Star common stock and $43 million of cash. These transactions resulted in $12 million of non-cash losses on early extinguishment of debt during the quarter, which also resulted in a net increase to equity of $38 million. Slide 5 shows an overview of our business with a simplified presentation of our balance sheet. As mentioned before, at the end of the third quarter, we had approximately $1.3 billion of unrestricted cash, a carrying value of Safehold stock, Ground Lease Plus and leasehold loan investments of $1.55 billion and $637 million of legacy assets and other assets, getting us to a total assets on the simplified version of the balance sheet of $3.5 billion. On the right side of the balance sheet, we had $1.7 billion of remaining debt, $305 million of preferred equity, and $144 million of other liabilities and non-controlling interests, including the accrued balance of IPIP, leaving us with common equity of $1.4 billion. When adjusting for SAFE's mark-to-market value and our estimate of the incremental unaccrued IPO amounts, our common equity per share as adjusted is approximately $1 billion or $12.33 per share. The significant decrease in this balance from last quarter is due to the pullback in SAFE's market value. Given our meaningful stock ownership, SAFE's market value will continue to be the biggest driver of value to iStar shareholders. As you can see on the slide, we've provided a sensitivity analysis on this adjusted common equity value per share metric should SAFE stock price go up or down by $10 from here. With that, let me turn it over to Brett to go through the portfolio in more detail. Brett? Thank you, Marcos, and good morning, everyone. Let's walk through our portfolio's businesses, beginning with Safehold on Slide 6. During the third quarter, Safehold made steady progress, originating $284 million of new ground lease transactions. Also during the quarter, Safehold sold one ground lease from its portfolio located in the Washington, D.C., MSA, which generated an approximately $46 million net gain. Separately, as we previously announced, MSD Partners has committed to purchasing CARET at a $2 billion valuation, which is a substantial mark for the underappreciated asset and should serve as a good data point as we continue to seek to unlock CARET's value for shareholders. Lastly, Moody's has recognized the benefits of the merger transaction and put Safehold on positive outlook with a path to becoming an A-rated borrower. Safehold ended the quarter with more than $750 million of liquidity for future investments. However, the current elevated rate environment has had a significant impact on SAFE stock price, and you can see that reflected on the left side of the slide as the market value has fallen to $1.2 billion, which is below our carrying value. On slide 7, we detail our investments in the ground lease ecosystem. As we've previously discussed, iStar has two separate funds centered on investing in the ground lease ecosystem, which enables us to pursue additional ground lease opportunities. One is for pre-development phase ground leases, while the other is providing leasehold loans that are combined with Safehold ground lease. During the third quarter, based on milestones being met, iStar sold one ground lease asset to Safehold for $36 million from its Ground Lease Plus portfolio. Our net carrying value for these investments totals $90 million and is made up of seven assets with targeted returns between 9% to 12%. Additionally, we have $147 million of unfunded commitments associated with these ground leases, ground lease-related investments. Slide 8 highlights what remains of our non-ground lease assets. These are the assets that will either be monetized or moved over to SpinCo. In our real estate finance portfolio, during the quarter, we received proceeds from loan repayments and sales totaling $33 million and recognized $3 million of gains associated with these sales. Remaining in this portfolio is six loans carried at $177 million. We anticipate the majority of these loans to be repaid prior to merger closing. Regarding our legacy and strategic assets, we received $35 million of proceeds and distributions from asset sales during the quarter, which generated an additional $11 million of gains. What remains is a total of $394 million of carrying value, of which Asbury Park and Magnolia Green represent the two long-term assets, totaling $270 million, as well as 13 short-term assets, which total $124 million. In total, during the quarter, iStar generated $105 million of proceeds from asset sales, loan repayments, and a Ground Lease Plus sale to Safehold. Slide 9 shows an overview of our corporate debt. Continuing on our strategy to simplify the balance sheet, reduce outstanding debt and preserve cash, during the third quarter, iStar extinguished a total of $155 million of debt, including $93 million of convertible notes and $62 million of open market purchases of our bonds at a price close to par. At quarter end, we had approximately $1.7 billion of total outstanding debt with a weighted average maturity of 3.2 years. In conclusion, we continue to execute on our stated strategies to strengthen and streamline our portfolio. Additionally, we are also making significant progress in the business combination with Safehold and look forward to providing you more details as they unfold. With that, let me turn it back to Jay. Thanks, Brett. I know a number of you have asked when the merger proxy is expected to be filed. There are a lot of documents and different parties in the mix, so it's been time-consuming to say the least, but I think we're nearing the home stretch on getting those documents filed. Now let's open it up for questions. Operator? Thank you. Ladies and gentlemen, if you'd like to ask a question, please press star one at this time. We will take as many questions as time permits and proceed in the order that you signal us. Once again, please press star one to ask a question. We will pause just a moment to assemble the roster. Thank you. Your first question is coming from Stephen Laws of Raymond James. Stephen, please ask your question. Hi, good morning. Jay, I guess first maybe start with the you know, asset sales. I think in the original announcement it was $400 million was the number provided. You know, when we look at the sales that took place this quarter, does that kind of all work against that number, or is there an update on how many more asset sales from here? Kind of, you know, on that topic, you know, any sales in October, and is it anything chunky or is it really just the loan payoffs and smaller assets? Hey, Stephen. Yeah, I think you got it right. We have, I think, about a dozen smaller operating assets we need to work through. Those are, as you might expect, processes where you market, you get bids, you've gotta go through the process. Sometimes the top bid falls out, you go back. That process is a bit frustrating, but our team continues to make progress. On the loan payoffs, yes, those are more chunky. We have better visibility on those. Again, this is a market that we take nothing for granted. Our team continues to work hard with our customers to make sure those get to the finish line. You know, one or two, you know, sizable assets that we're working on, but we can just feel by where the market is that our original time frames are probably gonna slip here. You know, along those lines, kind of on the timing, you mentioned the proxy. You know, as you look at the path, you know, I think it's a vote and maybe it'll take time for SEC to review the documents. You know, can you kinda lay out the path or timeframe, the events kinda up to end of Q1 or early Q2 as far as maybe a targeted closing? Is it correct that I think there's two extension options that actually could allow this to push through September 30, at the latest if the market, you know, doesn't cooperate? Yeah, you're right there. The real outside date is September thirtieth. We continue to have a lot of time and effort going into, you know, trying to get this done by the end of the first quarter. Beginning of second quarter, there's some, you know, small penalties involved if we miss the first quarter, and a bit larger ones if we miss the second quarter. A lot of motivation to try to get it done. Yeah, the process from here to the finish line is file the proxy, get the SEC comments, work through that process with them. There are multiple documents going at once, so we'll probably have some work to do with them. The asset sales in parallel are taking place. You know, we certainly believe the timeframe works to get this done by the end of the first quarter, early second quarter. Thanks for laying that out. Sounds like everybody will have a busy holiday on your side with all of that. Last question on the liabilities. You know, you retired extinguished a lot of debt during the quarter converts and notes. Can you talk about, you know, the pace of how you think about retiring debt? You know, how you look at relative to attractiveness of what to retire first and kinda how we're gonna see that shrink between now and closing? Yeah, Brett, I don't know if you wanna lay out how we've been looking at the market right now. Sure. Absolutely. Hey, Stephen. Hey, Brett. Yeah, we definitely retired a decent amount in the third quarter opportunistically. I think as Jay alluded to, once we kinda get through our filings and get through our process, we'll continue to shrink down the balance. I think the bonds right now are trading, you know, slightly below par, and we're earning a decent rate on our cash. I think the arb there is a lot less, and we just need to get through our process to kinda to the merger to shrink down that debt balance. During the quarter, we obviously took out the $93 million of converts. We were able to issue what is today quite a creative equity. On the bonds, we'll continue to look to get approvals to continue to shrink those balances as well. Thanks for the color, Brett. Appreciate the comments this morning. Sure. Thank you very much. Your next question is coming from Jade Rahmani, KBW. Your line is live. Thank you very much. To follow up on the liabilities, the weighted average duration is 3.2 years. The weighted average cost is 4.79%. Even excluding the TruPS the cost is between 4.75% and 5.50%. I mean, given the turmoil playing out today and recently in the capital markets and just extreme levels of interest rate volatility, wouldn't you choose to keep those liabilities and look at that as an asset? Yeah. Hey, Jade. You know, definitely in a market like this, we're looking at all sources of capital and definitely those look attractive on their face. They do have a different covenant package, given they said it's iStar and not Safehold. Gotta take that into account. As you saw as part of the transaction, we are keeping the TruPS in the system. That definitely was a piece of paper, both from duration and where it sits in pricing that made sense. You know, I think ultimately it all has to line up to make sense, and we think the structure we've come up with is still the best. Definitely if the market continues to deteriorate, I'm sure the special committees will be taking that into consideration. Thank you. I guess just to put a finer point on that, whose decision is it to repurchase and be buying back bonds? Is it management's decision or is it the special committee's decision? That typically is a board decision. We have authorizations that have to be approved by the board. The actual execution would obviously be in management's hands, but any meaningful transaction like that would have board authorization. Okay. On the ground lease side, are you all looking to do anything different? I see the appeal of offering, you know, a cash cost that's below where real estate investors can get a mortgage today. Clearly that is compelling for them. What about on the SAFE and iStar investing side? Anything different to extract higher economics other than just, you know, repricing for where the bond market is today? Yeah, Marcos, you wanna give some thoughts on that? Hey, Jay. Yeah, I think you hit the nail on the head. There is obviously a shift going on in pricing. We're sort of balancing that with our customers' needs. As you can imagine, there's a little bit of a sticker shock going across the board, not just from, you know, our cost of capital, but ultimately the fee financing alternatives, you know, where to cap rates today in the market. I think you heard us on the SAFE call. Our expectation is there's gonna be a slowdown given all of those dynamics. We're trying to be clever and figure out how to meet our customers' needs and ultimately meet, you know, our needs and create value for our shareholders. We're thinking about some different structures and alternatives. As of right now, we've just moved out our base pricing. Curious about how you're thinking of the office market. Is it a sector you're avoiding? That's an area where we're seeing the most extreme liquidity shortfall. A lot of the commercial mortgage REITs have been booking surprisingly large loan loss provisions, even on office deals that are well leased that they previously rated Class A or risk rated two, Class A type office deals. Those deals aren't even being able to refinance right now. If you were, you know, positively inclined toward office, there could be a massive opportunity probably to step in there. Not sure how you feel. How do you feel about the office market? I think we share the broad sentiment that there's you know, potentially a decent amount of value destruction in the office space, as a broad generalization. As you know, Jay, that's asset specific and market specific, given quality and ultimately demand in certain markets. You know, you can bifurcate that from San Francisco to one end to you know, potentially some of the southeast and Sun Belt markets where there's probably better demand. I think we're being extremely selective on office. We are looking at it. You know, our rule of thumb is a little bit different. We've certainly hit values in our underwriting process. We look at alternative use, we look at land value, and ultimately we look at where the land is. I would say for the right asset, for the right location, we will do some office transactions going forward. Thank you very much. Thank you. Your next question is coming from Matthew Howlett of B. Riley. Matthew, please ask your question. Oh, hey, everyone. Thanks for taking my question. Just on, you know, the sensitivity, I realize, you know, how dependent, you know, iStar is on the price of SAFE common stock. Just stripping that out, when you look at when you gave the number related to the merger, I think it was $18.45, or iStar, SAFE was at $43.45. If holding that constant, has anything. I mean, there's a lot of moving parts with IPIP, with non-core assets, with debt repurchases. Has anything moved one way or the other, you know, except the movement of SAFE share price? You know, Matthew Howlett, I don't know if we've run, you know, an analysis since then that shows any kind of material variance. IPIP has clearly come down, but that is tied directly to SAFE's share price at this point. Couple of the asset sales, I think you'll see some, you know, marginal degradation in realized values. You know, we're still seeing, you know, modest numbers relative to the overall scale of the transaction. I think at this point it's more a function of getting to the finish line. You know, having as much cash as we have on the balance sheet is a bit of a negative drag. Having that run out longer is, you know, not good. We're trying to move everything along as quickly as we can, but I'd say that's probably the biggest delta we see is just the friction costs of waiting to close the transaction. You know, we certainly hope to close by year-end. I don't think that's reasonable anymore. You know, an extra three months, four months, it does have a cost to us. Gotcha. Okay. Now, understood, certainly in this environment, but certainly, you know, I was pleased with the gains you had, you know, the $11 million gains you had on the legacy stuff. I guess that's my other question. You know, you look at SpinCo, what's gonna go in there ultimately, obviously it's dominated by Asbury and Magnolia Green. You know, I get a lot of questions about the potential, you know, of SpinCo. Clearly, it's gonna take a while to monetize. There'll be some expenses in there. Any update on, you know, but then again, it's a drag. I mean, people don't wanna give you full credit for the book value today on SpinCo. Any update on Asbury Park and Magnolia that's worth pointing out? I read an article on the trade rags that said you're developing apartments on Coney Island. Is that gonna be SpinCo? Just curious what you can give us an update on those two assets and SpinCo in general. Yeah, I think the regs do as good a job as they can, but in that particular instance, we're actually selling the land to somebody who's doing the development so part of our liquid portfolio. We're not the developer there. Okay. Marcos, anything specific? I mean, we continue to have a number of projects in process to sell to third parties in Asbury Park. Again, that's a fairly long development process that we have to shepherd for them. Certainly hopeful that short-term bumps in the road in the marketplace don't change long-term investment thesis around why Asbury is special and why these particular parcels we think are fit very well into the buyer's strategic plan. We're gonna continue to execute that business plan. Marcos, I think you have the latest on Magnolia Green. Yeah. Let me just give you some high-level color. You know, in Q3, we sold eight units at the Asbury Ocean Club. We're sort of winding down on our inventory there, which is great. Asbury Ocean Club and the Asbury had their best two years from a RevPAR standpoint. They're performing well. You know, as I think kind of about the longer term picture for both Mag Green and Asbury, they're obviously susceptible to you know, the rate environment we're in. I do expect some slowdown in the monetization over the short term on those assets. They're still plowing along you know, through Q3 and the early days of Q4. Great. Well, we'll look for an update and, you know, good luck with. I know it's a lot of work. Good luck with getting everything closed. I think there's obviously, you know, a lot of potential and upside once you get through this, but appreciate all the hard work. Thank you. Thank you very much. Mr. Fooks, we have no further questions. Okay, thank you. If anyone should have any additional questions on today's earnings release, please feel free to contact me directly. Jenny, would you please give the conference call replay instructions again? No problem. There will be a replay of the call beginning at 2:00 P.M. Eastern time today. The replay is accessible on our website or by dialing 1-877-481-4010, with a confirmation code of 46958. Thank you, ladies and gentlemen. This does conclude today's conference call. You may disconnect your phone lines at this time and have a wonderful day. Thank you for your participation.