SecProbe.io

CORRESP
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February 3, 2023

Jeffrey Lewis

Robert Telewicz

Ruairi Regan

David Link

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate and Construction

100 F Street, NE

Washington, D.C. 20549

 Re: Star Holdings

Registration Statement
on Form 10

Filed December
16, 2022

File No. 001-41572

Dear Messrs. Lewis, Telewicz, Regan and Link:

On behalf of Star Holdings
("Star Holdings,” the "Company" or "we"), set forth below is the Company's response to the comments of
the Staff of the Securities and Exchange Commission (the "Staff") on the Company's Registration Statement on Form 10 (the "Form
10") filed on December 16, 2022, as set forth in the Staff's letter dated January 18, 2023 (the "January 18 Letter").

The Company is concurrently
filing via EDGAR Amendment No. 1 to the Registration Statement on Form 10 ("Amendment No. 1"), including an amended information
statement filed as Exhibit 99.1 to Amendment No. 1 (the "Information Statement"), which reflects the Company's responses to
the Staff's comments and certain updated information.

For the convenience of the
Staff, each comment from the January 18 Letter is stated in italics prior to the Company's response to such comment.

Registration Statement on Form 10

Information Statement Summary

Our Manager and the Management Agreement, page
6

 1. Please disclose the amount of the management agreement termination fee in the summary. Also, disclose
the exchange on which you are seeking to list the common shares, or advise.

We have added the requested disclosure on pages 6 and 7 of the Information Statement. The Company has applied to list its shares of beneficial
interest on the Nasdaq Global Market under the ticker symbol "STHO" and the Information Statement has been updated accordingly
on the cover page of the Information Statement and elsewhere in the document.

The Spin Off

Background, page 35

 2. Please quantify the anticipated costs in connection with the spin-off and describe how these costs
will be allocated. Please also revise your summary disclosure to briefly describe these arrangements.

The requested disclosure has been added on pages 4, 37 and 59 of the Information Statement.

 3. We note your disclosure on page 6 that the terms of your agreements with iStar and Safe, including
the separation and distribution agreement, the management agreement, the governance agreement, the registration rights agreement and the
senior secured term loan, were negotiated between related parties and may not be as favorable to you as if it had been negotiated at arm's
length with an unaffiliated third party. Please revise the background, Certain Relationships and elsewhere as appropriate to explain how
it was decided to explore the separation of the non-ground lease assets business into a newly created and separately traded public company.
Include disclosures related to how the material terms of the spin-off were determined, including, but not limited to the terms of the
management agreement, and the Secured Term Loan Facility.

The requested disclosure has been added on pages 5 and 38 of the Information Statement.

Unaudited Pro Forma Combined and Consolidated
Financial Statements, page 49

 4. Please revise your filing to explain in greater detail the accounting treatment of the spinoff transaction.
In your revisions, please name all of the entities that are involved in this transaction and their roles, including legal spinnor, legal
spinnee, accounting spinnor, and accounting spinnee. Reference is made to ASC 505-60.

We have added a summary of the accounting treatment of the spin-off on pages 12 and 51 of the Information Statement, and a more detailed
explanation follows.

Background

iStar
Inc. (“iStar”), the legal spinnor, finances, invests in and develops real estate and real estate related projects as part
of its fully integrated investment platform. iStar also manages and invests in entities focused on ground lease investments, including
Safehold Inc. (“Safe”), which it accounted for as an equity method investment. In 2019, iStar announced that it intended to
simplify its business, reduce its legacy assets (i.e. its non-ground lease assets comprised of its real estate finance, operating
property and land and development portfolios) and transition its business focus and resources primarily to structure, invest in and hold
long-term ground leases, directly and through its investment in Safe. The proposed spin-off of Star Holdings (legal spinnee) and related
merger of iStar (post spin-off) with Safe represent the culmination of iStar’s stated corporate strategy. Following the merger, iStar
will operate under the name “Safehold Inc.” (“New Safe”). New Safe’s management team will focus on the growth
of the ground lease business while the legacy businesses will be contributed to Star Holdings. Star Holdings will be dedicated to the
business of realizing value from iStar’s remaining legacy assets. iStar will distribute all of its equity interests in Star Holdings
to iStar's common stockholders shortly before the closing of the merger. Following the spin-off and merger, Star Holdings will be externally
managed under a management agreement with New Safe.

    - 2 -

Accounting
Guidance

When determining the accounting treatment
of the proposed spin-off, we evaluated the guidance in ASC 505-60-25-8 – Spinoffs and Reverse Spinoffs, which states:

“In
order to determine the required accounting and reporting in a spinoff transaction, an entity needs to determine which party is the accounting
spinnor and which is the accounting spinnee. In determining whether reverse spinoff accounting is appropriate, a presumption shall exist
that a spinoff be accounted for based on its legal form, in other words, that the legal spinnor is also the accounting spinnor. However,
that presumption may be overcome. An evaluation of the following indicators shall be considered in that regard. Nevertheless, no one
indicator shall be considered presumptive or determinative.”

Management
believes that the presumption stated in ASC 505-60-25-8 is not overcome in this case and that iStar, as the legal spinnor, is also the
spinnor for accounting purposes. In making our determination, we analyzed and considered the following cited indicators:

    ·
    The size of the legal spinnor and the legal spinnee: All other factors being equal, in a reverse spin-off, the accounting spinnor (legal spinnee) is larger than the accounting spinnee (legal spinnor). The determination of which entity is larger is based on a comparison of the assets, revenues, and earnings of the two entities. There are no established bright lines that shall be used to determine which entity is the larger of the two.

Based on an analysis
of assets, iStar is definitively larger than Star Holdings. As of September 30, 2022, approximately 33% of iStar’s historical consolidated
total assets were attributable to Star Holdings.

Based
on a review of revenues, we believe that neither entity is definitively larger than the other. For the nine months ended September 30,
2022, Star Holdings generated approximately $106 million of revenues versus $22 million attributable to iStar. For the year ended
December 31, 2022, Star Holdings generated approximately $290 million of revenue versus $19 million attributable to iStar. While Star
Holdings generated more revenue during each period, a substantial portion of Star Holdings' revenue in each period is attributable to
assets that were subsequently sold, loans that have been repaid and/or the sale of condominiums and residential lots at Star Holdings’
residential projects and bulk sales of land. We expect Star Holdings' future revenues to similarly depend significantly on asset realizations.

Based on a review
of net income (losses), we similarly believe that neither entity is definitively larger than the other. For the nine months ended September
30, 2022, approximately 3.0% of iStar’s total net losses from continuing operations were attributable to Star Holdings.

    - 3 -

For the
year ended December 31, 2021, iStar incurred net losses from continuing operations of $46 million while Star Holdings earned net income
from continuing operations of $63 million. Disregarding gains and losses from the disposition of assets and earnings from unconsolidated
investments that have been disposed, for the nine months ended September 30, 2022, iStar would have incurred net losses from continuing
operations of $114 million, or 83% of total losses, and Star Holdings would have incurred net losses from continuing operations of $24
million, or 17% of total losses. Using a similar methodology for the year ended December 31, 2021, iStar would have incurred net losses
from continuing operations of $46 million, or 53% of total losses, and Star Holdings would have incurred net losses from continuing operations
of $41 million, or 47% of total losses. We believe that disregarding gains and losses from dispositions and earnings from unconsolidated
investments that have been disposed is appropriate, given that such investments will not contribute to the ongoing results of operations
of Star Holdings, and the pattern of future disposals cannot be assumed to match that of historical periods.

Based on our
review of the quantitative factors described above, we believe that this indicator does not provide evidence to rebut the presumption
that the legal spinnor should be considered the accounting spinnor.

    ·
    The fair value of the legal spinnor and the legal spinnee. All other factors being equal, in a reverse spin-off, the fair value of the accounting spinnor (legal spinnee) is greater than that of the accounting spinnee (legal spinnor).

As of September
30, 2022, the fair value of iStar’s assets was estimated to be approximately $2.1 billion and the fair value of Star Holdings' assets
was estimated to be approximately $996 million.

As of
September 30, 2022, iStar had a market cap of approximately $803 million. If the spin-off had occurred on September 30, 2022, we
estimate that Star Holdings would have had a net asset value ("NAV") of approximately $421 million, or 52% of the total
NAV attributable to historical iStar. Comparatively, after giving effect to the spin-off, iStar would have had an estimated NAV
of $382 million, or 48% of the historical iStar NAV. This estimate was performed using the price of Safe common stock of $26.46 as
of September 30, 2022 to value the shares of Safe common stock held by Star Holdings and iStar respectively. An increase in the
stock price of Safe common stock would increase iStar’s fair value in comparison to Star Holdings. A decrease in the stock
price of Safe common stock would decrease iStar’s fair value in comparison to Star Holdings. Based on a review of fair values,
we believe that neither entity is definitively greater than the other since the relative proportions are close to being evenly
split, and are subject to change based on a number of factors, including the price of Safe common stock at the time of the spin-off.
Accordingly, this factor does not rebut the presumption that the legal spinnor should be considered the accounting spinnor.

    - 4 -

    ·
    Senior management. All other factors being equal, in a reverse spin-off, the accounting spinnor (legal spinnee) retains the senior management of the formerly combined entity. Senior management generally consists of the chairman of the board, chief executive officer, chief operating officer, chief financial officer, and those divisional heads reporting directly to them, or the executive committee if one exists.

After the spin-off,
Star Holdings will have no direct employees. Under the terms of the management agreement between Star Holdings and New Safe, New Safe
will be obligated to provide Star Holdings and its subsidiaries with a management team and other appropriate support personnel. None of
the manager or its affiliates will be obligated to dedicate any of its officers or employees exclusively to Star Holdings, other than
two non-executive financial reporting personnel, nor is the manager or any of its affiliates or any of their respective personnel obligated
to dedicate any specific portion of their time to Star Holdings. The manager will provide its chief executive officer, president, chief
financial officer and chief compliance officer to serve as officers of Star Holdings in similar capacities pursuant to the management
agreement. The two companies will have no overlapping members on their respective boards of directors and trustees, and they will have
different board chairs. Since the legal spinnor is retaining senior management and is making personnel available to the spinnee solely
on a contractual basis with no specific requirements as to dedication of time, we believe that this indicator does not provide evidence
that the transaction is a reverse spin-off.

    ·
    Length of time to be held. All other factors being equal, in a reverse spin-off, the accounting spinnor (legal spinnee) is held for a longer period than the accounting spinnee (legal spinnor). A proposed or approved plan of sale for one of the separate entities concurrent with the spin-off may identify that entity as the accounting spinnee.

While iStar has
held some of its remaining legacy assets longer than it has been in the ground lease business, iStar has pursued a publicly announced
strategy of selling its legacy assets and transitioning its focus to the ground lease business since 2019. The spin-off and merger will
continue this strategy. The merger will combine iStar's management platform and ground lease-related intellectual property with Safe's
ground lease brand and portfolio to form an internally-managed, pure-play ground lease company. The spin-off will separate Star Holdings
to pursue the continued realization of iStar's legacy assets in an orderly manner. As a result, we believe the evaluation of this indicator
supports treating iStar as the accounting spinnor, and does not rebut the presumption that the legal spinnor should be considered the
accounting spinnor.

Accounting
Conclusion

Based on the evaluation described above,
we believe that the presumption that the legal spinnor is the accounting spinnor is not overcome. We also believe that treating the legal
spinnor as the accounting spinnor results in the most accurate depiction of the substance of the transaction for shareholders consistent
with ASC 505-60-05-4. Accordingly, we respectfully submit that iStar is both the legal spinnor and the accounting spinnor and Star
Holdings is both the legal spinnee and the accounting spinnee.

    - 5 -

 5. We note your disclosure in footnote (1) to the Unaudited Pro Forma Combined and Consolidated Balance
Sheet that you will cease accounting for your investment in Safe using the equity method of accounting after the spin-off. Please expand
on the facts that lead you to this accounting conclusion despite the fact that you will own 24.3% of Safe's outstanding common stock after
the spin-off. Cite any relevant accounting literature in your response.

Background:

In preparing the Unaudited Pro Forma
Combined and Consolidated Financial Statements of Star Holdings, we assumed that had the spin-off and merger occurred on September 30,
2022, and Star Holdings would hold approximately 24.3% of the outstanding stock of New Safe, based on the stock price of Safe as of September
30, 2022. ASC 323-10-15-8 indicates the following:

“if an investor holds more
than a 20% interest (directly or indirectly) in an investee that has a legal form of a corporation, it is presumed that the investor has
the ability to exercise significant influence in the absence of evidence to the contrary.”

In this case, as discussed below, the
terms of a governance agreement that Star Holdings and New Safe will enter into at the time of the merger provides evidence rebutting
t