Основная статистика
| LEI | QFFLKWYYS3UPWD86E794 |
| CIK | 1095651 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to iStar Inc
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 6, 2025 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of June 30, 2025, the following subsidiary was the issuer of the 2.80% senior notes due June 2031, the 2.85% senior notes due January 2032, the 6.10% senior notes due April 2034 and the 5.65% senior notes due January 2035 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| August 6, 2025 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act. Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| August 6, 2025 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-1537 |
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| August 5, 2025 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated August 5, 2025, in the sections “Process for |
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| August 5, 2025 |
Exhibit 99.2 Q2’25 Earnings Results 2 Safehold | The Ground Lease Company | August 2025 Q2’25 Summary Note: The information in this presentation is as of June 30, 2025, unless otherwise stated. Refer to Appendix for Unrealized Capital Appreciation Details, Portfolio Reconciliation, Glossary and Endnotes at the end of this presentation. a. Metrics exclude leasehold loan figures. b. Based on cash & |
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| August 5, 2025 |
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): August 5, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 5, 2025 |
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): August 5, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 5, 2025 |
Exhibit 99.1 ⎯ ⎯ ⎯ ⎯ ⎯ |
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| June 10, 2025 |
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): June 4, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 16, 2025 |
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 15, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 7, 2025 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of March 31, 2025, the following subsidiary was the issuer of the 2.80% senior notes due June 2031, the 2.85% senior notes due January 2032, the 6.10% senior notes due April 2034 and the 5.65% senior notes due January 2035 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| May 7, 2025 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-1 |
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| May 7, 2025 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 202 |
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| May 6, 2025 |
Financial Statements and Exhibits, Other Events 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 6, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 6, 2025 |
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 6, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 6, 2025 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated May 6, 2025, in the sections “Process for De |
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| May 6, 2025 |
Exhibit 99.1 ⎯ ⎯ ⎯ ⎯ |
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| May 6, 2025 |
Exhibit 99.2 Q1’25 Earnings Results 2 Safehold | The Ground Lease Company | May 2025 Q1’25 Summary Note: The information in this presentation is as of March 31, 2025, unless otherwise stated. Refer to Appendix for Unrealized Capital Appreciation Details, Portfolio Reconciliation, Glossary and Endnotes at the end of this presentation. a. Metrics exclude leasehold loan figures. b. Based on cash & ca |
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| March 31, 2025 |
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): March 28, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| March 31, 2025 |
Exhibit 10.2 FIRST AMENDMENT TO MANAGEMENT AGREEMENT This FIRST AMENDMENT (this "Amendment") to MANAGEMENT AGREEMENT is entered into as of March 28, 2025 by and among STAR HOLDINGS, a Maryland statutory trust (the "Company"), and SAFEHOLD MANAGEMENT SERVICES INC., a Delaware corporation (with its permitted assigns, the "Manager"). Capitalized terms used but not otherwise defined herein have the me |
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| March 31, 2025 |
Exhibit 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 28, 2025, is entered into by STAR HOLDINGS, a Maryland statutory trust (together with its successors and permitted assigns, the “Borrower”) and SAFEHOLD INC., a Maryland corporation (together with its successors and permitted |
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| March 31, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 21, 2025 |
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): March 20, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| February 6, 2025 |
Safehold Inc. Insider Trading Compliance Policy and Procedures Exhibit 19.1 Safehold Inc. Insider Trading Compliance Policy and Procedures Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. Safehold Inc. ( |
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| February 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15371 |
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| February 6, 2025 |
Exhibit 21.1 Name of Entity State of Formation 100 Cambridgeside Lender LLC Delaware 100 Cambridgeside Lender Member LLC Delaware 100 Cambridgeside Pl Ground Owner LLC Delaware 100 Cambridgeside Pl Member LLC Delaware 1000 E Apache Blvd Ground Owner LLC Delaware 1000 South Clark Ground Owner LLC Delaware 1001 South Center Street Ground Owner LLC Delaware 1007 South Congress North Unit Ground Owner |
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| February 6, 2025 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of December 31, 2024, the following subsidiary was the issuer of the 2.80% senior notes due June 2031, the 2.85% senior notes due January 2032, the 6.10% senior notes due April 2034 and the 5.65% senior notes due January 2035 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| February 6, 2025 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this annual report on Form 10-K of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe |
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| February 6, 2025 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K for the year ended December 31, 2024 ( |
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| February 5, 2025 |
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): February 5, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| February 5, 2025 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated February 5, 2025, in the sections “Process f |
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| February 5, 2025 |
Exhibit 99.1 ⎯ ⎯ ⎯ ⎯ ⎯ o o o |
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| February 5, 2025 |
Exhibit 99.2 Q4’24 & FY’24 Earnings Results 2 Safehold | The Ground Lease Company | February 2025 FY’24 Summary Note: The information in this presentation is as of December 31, 2024, unless otherwise stated. Refer to Appendix for Unrealized Capital Appreciation Details, Portfolio Reconciliation, Glossary and Endnotes at the end of this presentation. a. Metrics below represent the 10 newly originat |
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| February 5, 2025 |
Financial Statements and Exhibits, Other Events 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): February 5, 2025 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 14, 2024 |
Exhibit 1.1 SAFEHOLD GL HOLDINGS LLC (a Delaware limited liability company) 5.650% Senior Notes due 2035 UNDERWRITING AGREEMENT Dated: November 12, 2024 SAFEHOLD GL HOLDINGS LLC (a Delaware limited liability company) 5.650% Senior Notes due 2035 UNDERWRITING AGREEMENT November 12, 2024 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 BofA S |
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| November 14, 2024 |
Safehold Announces Pricing of $400 Million of Senior Unsecured Notes Due 2035 Exhibit 99.1 Press Release Safehold Announces Pricing of $400 Million of Senior Unsecured Notes Due 2035 NEW YORK, November 12, 2024 Safehold Inc. (the "Company" or "Safehold") (NYSE: SAFE) today announced that its operating company, Safehold GL Holdings LLC (the "operating company"), has priced a public offering of $400 million aggregate principal amount of its 5.650% senior notes due 2035 (the " |
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| November 14, 2024 |
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): November 12, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 14, 2024 |
Exhibit 4.1 SAFEHOLD GL HOLDINGS LLC, SAFEHOLD INC., AS GUARANTOR, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FIFTH SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 14, 2024 TO INDENTURE DATED MAY 7, 2021 $400,000,000 OF 5.650% SENIOR NOTES DUE 2035 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 2 Section 1.1 Relation to Base Indenture 2 Section 1.2 Definitions 2 Article |
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| November 13, 2024 |
SAFEHOLD GL HOLDINGS LLC 5.650% Senior Notes due 2035 guaranteed by SAFEHOLD INC. TABLE OF CONTENTS Filed Pursuant to Rule 424B5 Registration Nos. 333-271113 and 333-271113-01 PROSPECTUS SUPPLEMENT (To Prospectus dated April 4, 2023) SAFEHOLD GL HOLDINGS LLC $400,000,000 5.650% Senior Notes due 2035 guaranteed by SAFEHOLD INC. Safehold GL Holdings LLC, which we refer to as the operating company, is offering $400,000,000 aggregate principal amount of its 5.650% Senior Notes du |
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| November 13, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 Safehold Inc. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing |
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| November 12, 2024 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Nos. 333-271113 and 333-271113-01 Safehold GL Holdings LLC $400,000,000 5.650% Senior Notes due 2035 Fully and unconditionally guaranteed by Safehold Inc. November 12, 2024 Term Sheet Issuer: Safehold GL Holdings LLC Guarantor: Safehold Inc. Security: 5.650% Senior Notes due 2035 (the “Notes”) Expected Ratings (Moody’s / S&P / |
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| November 12, 2024 |
Subject to completion Preliminary Prospectus Supplement dated November 12, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| October 29, 2024 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| October 29, 2024 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended September 30, |
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| October 29, 2024 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of September 30, 2024, the following subsidiary was the issuer of the 2.80% senior notes due June 2031, the 2.85% senior notes due January 2032 and the 6.10% notes due April 2034 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| October 28, 2024 |
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): October 28, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 28, 2024 |
Exhibit 99.2 Q3’24 Earnings Results 2 Safehold | The Ground Lease Company | October 2024 Q3’24 Summary Note: The information in this presentation is as of September 30, 2024, unless otherwise stated. Refer to Appendix for Unrealized Capital Appreciation Details, Portfolio Reconciliation, Glossary and Endnotes at the end of this presentation. a. Metrics below represent the 3 newly originated ground |
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| October 28, 2024 |
Financial Statements and Exhibits, Other Events 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): October 28, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 28, 2024 |
Safehold Reports Third Quarter 2024 Results Exhibit 99.1 Press Release Safehold Reports Third Quarter 2024 Results NEW YORK, October 28, 2024 Safehold Inc. (NYSE: SAFE) reported results for the third quarter 2024. SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announcement include: ¾ Q3‘24 revenue was $90.7 million ¾ Q3‘24 |
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| October 28, 2024 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated October 28, 2024, in the sections “Process f |
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| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15 |
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| July 30, 2024 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of June 30, 2024, the following subsidiary was the issuer of the 2.80% senior notes due June 2031, the 2.85% senior notes due January 2032 and the 6.10% notes due April 2034 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| July 30, 2024 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| July 30, 2024 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 |
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| July 29, 2024 |
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): July 29, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 29, 2024 |
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): July 29, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number |
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| July 29, 2024 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated July 29, 2024, in the sections “Process for |
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| July 29, 2024 |
Safehold Reports Second Quarter 2024 Results Exhibit 99.1 Press Release Safehold Reports Second Quarter 2024 Results NEW YORK, July 29, 2024 Safehold Inc. (NYSE: SAFE) reported results for the second quarter 2024. SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announcement include: ¾ Q2‘24 revenue was $89.9 million, up 5% ye |
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| July 29, 2024 |
Exhibit 99.2 Q2’24 Earnings Results 2 Safehold | The Ground Lease Company | July 2024 Q2’24 Summary Note: The information in this presentation is as of June 30, 2024, unless otherwise stated. Refer to Appendix for Unrealized Capital Appreciation Details, Portfolio Reconciliation, Glossary and Endnotes at the end of this presentation. a. Based on cash & cash equivalents and unused capacity of the u |
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| June 21, 2024 |
Safehold Announces $750 Million Commercial Paper Note Program Exhibit 99.1 Press Release Safehold Announces $750 Million Commercial Paper Note Program NEW YORK, June 21, 2024 Safehold Inc. (the "Company" or "Safehold") (NYSE: SAFE) today announced that its operating company, Safehold GL Holdings LLC (the "operating company"), has established an unsecured commercial paper note program in the United States. Under the terms of the program, the operating company |
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| June 21, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): June 21, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 31, 2024 |
Exhibit 107 EX-FILING FEES Form S-8 (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per share Rule 457(c) |
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| May 31, 2024 |
As filed with the Securities and Exchange Commission on May 31, 2024 As filed with the Securities and Exchange Commission on May 31, 2024 Registration No. |
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| May 16, 2024 |
Amended and Restated 2009 Long-Term Incentive Plan Exhibit 10.1 SAFEHOLD INC. 2009 LONG-TERM INCENTIVE PLAN Safehold Inc. (formerly known as iStar Inc.), a Maryland corporation, wishes to attract officers, key employees, Directors, consultants and advisers to the Company and its Subsidiaries and induce officers, key employees, Directors, consultants and advisers to remain with the Company and its Subsidiaries, and encourage them to increase their |
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| May 16, 2024 |
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 15, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 7, 2024 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of March 31, 2024, the following subsidiary was the issuer of the 2.80% senior notes due June 2031, the 2.85% senior notes due January 2032 and the 6.10% notes due April 2034 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-1 |
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| May 7, 2024 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| May 7, 2024 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 202 |
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| May 6, 2024 |
Exhibit 99.2 Q1’24 Earnings Results 2 Safehold | The Ground Lease Company | May 2024 Q1’24 Summary Note: The information in this presentation is as of March 31, 2024, unless otherwise stated. Refer to Appendix for Unrealized Capital Appreciation Details, Portfolio Reconciliation, Glossary and Endnotes at the end of this presentation. a. Closed on 4/12/24. b. Based on (i) $950m of cash & cash equiv |
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| May 6, 2024 |
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 6, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 6, 2024 |
Financial Statements and Exhibits, Other Events 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 6, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 6, 2024 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated May 6, 2024, in the sections “Process for De |
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| May 6, 2024 |
Safehold Reports First Quarter 2024 Results Exhibit 99.1 Press Release Safehold Reports First Quarter 2024 Results NEW YORK, May 6, 2024 Safehold Inc. (NYSE: SAFE) reported results for the first quarter 2024. SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announcement include: ¾ Q1‘24 revenue was $93.2 million ¾ Q1‘24 net i |
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| April 15, 2024 |
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): April 12, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 15, 2024 |
Safehold Announces New $2.0 Billion Unsecured Revolving Credit Facility Exhibit 99.1 Press Release Safehold Announces New $2.0 Billion Unsecured Revolving Credit Facility NEW YORK, April 15, 2024 Safehold Inc. (NYSE: SAFE), the creator of the modern ground lease industry, announced today that it has closed on a new $2.0 billion unsecured revolving credit facility, which replaces Safehold’s existing aggregate $1.85 billion unsecured revolving credit facilities. The new |
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| April 15, 2024 |
Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of April 12, 2024 among SAFEHOLD GL HOLDINGS LLC, as the Borrower, SAFEHOLD INC., as Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. and BANK OF AMERICA, N.A., as L/C Issuers and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A. BOFA SECURITIES, INC., GOLDMAN SACHS BANK USA, MIZUHO BANK, LTD. TR |
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| April 5, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| March 4, 2024 |
Exhibit 4.1 SAFEHOLD GL HOLDINGS LLC, SAFEHOLD INC., AS GUARANTOR, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE FOURTH SUPPLEMENTAL INDENTURE DATED AS OF MARCH 4, 2024 TO INDENTURE DATED MAY 7, 2021 $300,000,000 OF 6.100% SENIOR NOTES DUE 2034 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 1 Section 1.1 Relation to Base Indenture 1 Section 1.2 Definitions 2 Article II |
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| March 4, 2024 |
Safehold Announces Pricing of $300 Million of Senior Unsecured Notes Due 2034 Exhibit 99.1 Safehold Announces Pricing of $300 Million of Senior Unsecured Notes Due 2034 February 29, 2024 NEW YORK, Feb. 29, 2024 /PRNewswire/ - Safehold Inc. (the "Company" or "Safehold") (NYSE: SAFE) today announced that its operating company, Safehold GL Holdings LLC (the "operating company"), has priced a public offering of $300 million aggregate principal amount of 6.100% senior notes due |
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| March 4, 2024 |
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): February 29, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Nu |
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| March 4, 2024 |
Exhibit 1.1 SAFEHOLD GL HOLDINGS LLC (a Delaware limited liability company) 6.100% Senior Notes due 2034 UNDERWRITING AGREEMENT Dated: February 29, 2024 SAFEHOLD GL HOLDINGS LLC (a Delaware limited liability company) 6.100% Senior Notes due 2034 UNDERWRITING AGREEMENT February 29, 2024 BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, |
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| March 1, 2024 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Safehold GL Holdings LLC Safehold Inc. |
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| March 1, 2024 |
SAFEHOLD GL HOLDINGS LLC $300,000,000 6.100% Senior Notes due 2034 guaranteed by SAFEHOLD INC. TABLE OF CONTENTS Filed Pursuant to Rule 424B5 Registration Nos. 333-271113 and 333-271113-01 PROSPECTUS SUPPLEMENT (To Prospectus dated April 4, 2023) SAFEHOLD GL HOLDINGS LLC $300,000,000 6.100% Senior Notes due 2034 guaranteed by SAFEHOLD INC. Safehold GL Holdings LLC, which we refer to as the operating company, is offering $300,000,000 aggregate principal amount of its 6.100% Senior Notes du |
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| February 29, 2024 |
Subject to completion Preliminary Prospectus Supplement dated February 29, 2024 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| February 29, 2024 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Nos. 333-271113 and 333-271113-01 Safehold GL Holdings LLC $300,000,000 6.100% Senior Notes due 2034 Fully and unconditionally guaranteed by Safehold Inc. February 29, 2024 Term Sheet Issuer: Safehold GL Holdings LLC Guarantor: Safehold Inc. Security: 6.100% Senior Notes due 2034 (the “Notes”) Expected Ratings (Moody’s / Fitch) |
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| February 13, 2024 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Annual Report on Form 10-K for the year ended December 31, 2023 ( |
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| February 13, 2024 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this annual report on Form 10-K of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the pe |
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| February 13, 2024 |
Joint Filing Agreement dated February 13, 2024 EX-99.1 2 d640466dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments |
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| February 13, 2024 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of December 31, 2023, the following subsidiary was the issuer of the 2.80% senior notes due June 2031 and the 2.85% senior notes due January 2032 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| February 13, 2024 |
Exhibit 21.1 Name of Entity State of Formation 100 Cambridgeside Lender LLC Delaware 100 Cambridgeside Lender Member LLC Delaware 100 Cambridgeside Pl Ground Owner LLC Delaware 100 Cambridgeside Pl Member LLC Delaware 1000 E Apache Blvd Ground Owner LLC Delaware 1000 South Clark Ground Owner LLC Delaware 1001 South Center Street Ground Owner LLC Delaware 1007 South Congress North Unit Ground Owner |
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| February 13, 2024 |
Safehold Inc. Policy for Recovery of Erroneously Awarded Compensation Exhibit 97 1 US‐DOCS\137849666.22 SAFEHOLD INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Safehold Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to P |
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| February 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15371 |
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| February 13, 2024 |
SAFE / Safehold Inc. / MSD CAPITAL L P - SC 13G/A Passive Investment SC 13G/A 1 d640466dsc13ga.htm SC 13G/A CUSIP NO. 78646V107 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Safehold Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78646V107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 12, 2024 |
Financial Statements and Exhibits, Other Events 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): February 12, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 12, 2024 |
Safehold Reports Fourth Quarter and Fiscal Year 2023 Results Exhibit 99.1 Press Release Safehold Reports Fourth Quarter and Fiscal Year 2023 Results NEW YORK, February 12, 2024 Safehold Inc. (NYSE: SAFE) reported results for the fourth quarter and fiscal year ended December 31, 2023. SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announceme |
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| February 12, 2024 |
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): February 12, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Nu |
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| February 12, 2024 |
Exhibit 99.2 Q4’23 & FY’23 Earnings Results 2 Safehold | The Ground Lease Company | February 2024 Forward-Looking Statements and Other Matters This presentation may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements can be identified by the use of words such as “illustrative”, “representative” |
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| February 12, 2024 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated February 12, 2024, in the sections “Process |
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| January 23, 2024 |
SAFE / Safehold Inc. / BlackRock Inc. Passive Investment SC 13G/A 1 us78646v1070012324.txt us78646v1070012324.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) SAFEHOLD INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 78646V107 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| January 16, 2024 |
Safehold Announces Leadership Changes Exhibit 99.1 Press Release Safehold Announces Leadership Changes Tim Doherty Appointed Chief Investment Officer; Steve Wylder Named EVP, Head of Investments Marcos Alvarado to Depart to Pursue Another Professional Opportunity NEW YORK, January 16, 2024 Safehold Inc. (NYSE: SAFE) today announced updates to its executive management team. Tim Doherty, EVP, Head of Investments, has been appointed Chie |
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| January 16, 2024 |
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): January 16, 2024 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| December 5, 2023 |
Exhibit 107 EX-FILING FEES Form S-8 (Form Type) Safehold, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per share Rule 457(c) |
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| December 5, 2023 |
As filed with the Securities and Exchange Commission on December 5, 2023 As filed with the Securities and Exchange Commission on December 5, 2023 Registration No. |
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| November 27, 2023 |
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): November 21, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 13, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 1, 2023 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended September 30, |
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| November 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0 |
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| November 1, 2023 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| November 1, 2023 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of September 30, 2023, the following subsidiary was the issuer of the 2.80% senior notes due June 2031 and the 2.85% senior notes due January 2032 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| October 31, 2023 |
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): October 31, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 31, 2023 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated October 31, 2023, in the sections “Process f |
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| October 31, 2023 |
Financial Statements and Exhibits, Other Events 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): October 31, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Num |
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| October 31, 2023 |
Investor Relations Contact Exhibit 99.2 Investor Relations Contact |
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| October 31, 2023 |
Safehold Reports Third Quarter 2023 Results Exhibit 99.1 Press Release Safehold Reports Third Quarter 2023 Results NEW YORK, October 31, 2023 Safehold Inc. (NYSE: SAFE) reported results for the third quarter 2023. SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announcement include: ¾ Q3‘23 revenue was $85.6 million ¾ Q3‘23 |
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| October 6, 2023 |
Financial Statements and Exhibits, Other Events 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): October 4, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numb |
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| October 6, 2023 |
Exhibit 10.1 Execution Version FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 4, 2023, is entered into by STAR HOLDINGS, a Maryland statutory trust (together with its successors and permitted assigns, the “Borrower”) and SAFEHOLD INC., a Maryland corporation (together with its successo |
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| August 11, 2023 |
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): August 7, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 11, 2023 |
Exhibit 1.1 SAFEHOLD INC. (a Maryland corporation) 6,500,000 Shares of Common Stock, $0.01 par value per share UNDERWRITING AGREEMENT Dated: August 7, 2023 SAFEHOLD INC. (a Maryland corporation) 6,500,000 Shares of Common Stock UNDERWRITING AGREEMENT August 7, 2023 BofA Securities, Inc. One Bryant Park New York, New York 10036 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 J.P. M |
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| August 9, 2023 |
6,500,000 SHARES SAFEHOLD INC. COMMON STOCK TABLE OF CONTENTS Filed Pursuant to Rule 424B5 Registration No. 333-271113 PROSPECTUS SUPPLEMENT (To Prospectus dated April 4, 2023) 6,500,000 SHARES SAFEHOLD INC. COMMON STOCK We are offering 6,500,000 shares of our common stock, $0.01 par value per share (our “common stock”). Our common stock is listed on The New York Stock Exchange, or NYSE, under the symbol “SAFE.” On August 7, 2023, the las |
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| August 9, 2023 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Sto |
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| August 7, 2023 |
Subject to completion Preliminary Prospectus Supplement dated August 7, 2023 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| August 1, 2023 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of June 30, 2023, the following subsidiary was the issuer of the 2.80% senior notes due June 2031 and the 2.85% senior notes due January 2032 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| August 1, 2023 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-15 |
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| August 1, 2023 |
Exhibit 99.2 Q2’23 Earnings Results 2 Safehold | The Ground Lease Company | August 2023 Forward-Looking Statements and Other Matters This presentation may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements can be identified by the use of words such as “illustrative”, “representative”, “expect” |
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| August 1, 2023 |
Safehold Reports Second Quarter 2023 Results Exhibit 99.1 Press Release Safehold Reports Second Quarter 2023 Results NEW YORK, August 1, 2023 Safehold Inc. (NYSE: SAFE) reported results for the second quarter 2023. SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announcement include: ¾ Q2‘23 revenue was $85.7 million ¾ Q2‘23 |
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| August 1, 2023 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated August 1, 2023, in the sections “Process for |
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| August 1, 2023 |
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): August 1, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| August 1, 2023 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 |
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| August 1, 2023 |
Financial Statements and Exhibits, Other Events 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): August 1, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| July 10, 2023 |
SAFE / Safehold Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 11)* Name of issuer: Safehold Inc. Title of Class of Securities: REIT CUSIP Number: 78646V107 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ |
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| June 22, 2023 |
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): June 20, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number |
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| June 22, 2023 |
Exhibit 10.1 SAFEHOLD INC. 2009 LONG-TERM INCENTIVE PLAN Safehold Inc. (formerly known as iStar Inc.), a Maryland corporation, wishes to attract officers, key employees, Directors, consultants and advisers to the Company and its Subsidiaries and induce officers, key employees, Directors, consultants and advisers to remain with the Company and its Subsidiaries, and encourage them to increase their |
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| May 10, 2023 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule |
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| April 28, 2023 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of Safehold Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 202 |
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| April 28, 2023 |
Exhibit 10.14 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2023 between STAR HOLDINGS, as Borrower and SAFEHOLD INC., as Lender TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 SECTION 1.01 Defined Terms 1 SECTION 1.02 Terms Generally 13 SECTION 1.03 Accounting Terms; Changes in GAAP 13 SECTION 1.04 Divisions 14 ARTICLE II. NOTE, COMMITMENTS AND BORROWINGS 14 SECTIO |
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| April 28, 2023 |
Subsidiary Guarantors and Issuers of Guaranteed Securities Exhibit 22.1 List of Issuers of Guaranteed Securities As of March 31, 2023, the following subsidiary was the issuer of the 2.80% senior notes due June 2031 and the 2.85% senior notes due January 2032 guaranteed by Safehold Inc. Name of Subsidiary Jurisdiction of Organization Safehold GL Holdings LLC Delaware |
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| April 28, 2023 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Safehold Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-1 |
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| April 26, 2023 |
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): April 26, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 26, 2023 |
Safehold Reports First Quarter 2023 Results Exhibit 99.1 Press Release Safehold Reports First Quarter 2023 Results NEW YORK, April 26, 2023 Safehold Inc. (NYSE: SAFE) reported results for the first quarter 2023.1 SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.com in the “Investors” section. Highlights from the earnings announcement include: ¾ Q1‘23 revenue was $78.3 million ¾ Q1‘23 n |
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| April 26, 2023 |
CONSENT OF INDEPENDENT VALUATION FIRM Exhibit 99.1 CONSENT OF INDEPENDENT VALUATION FIRM We hereby consent to the references to our name and the reports we have delivered to Safehold Inc. (the “Company”) and the description of our role in the valuation process related to the ground leases owned by the Company, as such references appear in the Current Report on Form 8-K of the Company, dated April 26, 2023, in the sections “Process for |
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| April 26, 2023 |
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): April 26, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 26, 2023 |
Exhibit 99.2 Q1’23 Earnings Results 2 Safehold | The Ground Lease Company | April 2023 Forward-Looking Statements and Other Matters This presentation may contain forward-looking statements. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements can be identified by the use of words such as “illustrative”, “representative”, “expect”, |
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| April 14, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee |
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| April 14, 2023 |
4,248,435 Shares Safehold Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-271113 Prospectus Supplement (To Prospectus dated April 4, 2023) 4,248,435 Shares Safehold Inc. Common Stock This prospectus supplement and the accompanying prospectus relate to the potential offer and sale from time to time of up to 4,248,435 shares of our common stock by the selling stockholders identified in this prospect |
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| April 14, 2023 |
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): April 14, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 14, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee |
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| April 14, 2023 |
5,405,406 Shares Safehold Inc. Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-271113 Prospectus Supplement (To Prospectus dated April 4, 2023) 5,405,406 Shares Safehold Inc. Common Stock This prospectus supplement and the accompanying prospectus relate to the potential offer and sale from time to time of up to 5,405,406 shares of our common stock by the selling stockholders identified in this prospect |
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| April 11, 2023 |
SAFE / Safehold Inc. / GIC Private Ltd - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Safehold Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78646V107 (CUSIP Number) Glien Tan Cheng Chuan Toh Tze Meng GIC Private Limited GIC Private Limited 168, Robinson Road 168, Robinson Road #37-01, Capital Tower #37-01, Capital Towe |
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| April 11, 2023 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock, $0. |
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| April 10, 2023 |
SAFE / Safehold Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0034-safeholdinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 10)* Name of issuer: Safehold Inc. Title of Class of Securities: REIT CUSIP Number: 78646V107 Date of Event Which Requires Filing of this Statement: March 31, 2023 Check the appropriate box to designate the rule pursuant t |
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| April 10, 2023 |
SAFE / Safehold Inc. / Star Holdings - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 Safehold Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 78646V 107 (CUSIP Number) Geoffrey M. Dugan 1114 Avenue of the Americas 39th Floor New York, New York 10036 Tel: 212-930-9400 (Name, Address and Telephone N |
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| April 5, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(7) (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee |
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| April 5, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-271113 Prospectus Supplement (To Prospectus dated April 4, 2023) 1,000,000 Shares Common Stock We and the selling stockholder, Star Investment Holdings SPV LLC, or Star Investment Holdings, have entered into a sales agreement with BofA Securities, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BNP Paribas Securities |
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| April 5, 2023 |
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): April 5, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 5, 2023 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-271113 Prospectus Supplement (To Prospectus dated April 4, 2023) $300,000,000 Common Stock We have entered into a sales agreement with BofA Securities, Inc., B. Riley Securities, Inc., Barclays Capital Inc., BNP Paribas Securities Corp., Capital One Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuh |
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| April 5, 2023 |
Exhibit 1.2 Safehold Inc. 1,000,000 Shares Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT April 5, 2023 BofA Securities, Inc. B. Riley Securities, Inc. Barclays Capital Inc. BNP Paribas Securities Corp. Capital One Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Raymond James & Associates, Inc. R |
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| April 5, 2023 |
Exhibit 107.1 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee |
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| April 5, 2023 |
EX-1.1 2 tm2310731d2ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Safehold Inc. Common Stock ($0.01 par value per share) ATM EQUITY OFFERINGSM SALES AGREEMENT April 5, 2023 BofA Securities, Inc. B. Riley Securities, Inc. Barclays Capital Inc. BNP Paribas Securities Corp. Capital One Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC Raymond J |
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| April 4, 2023 |
Exhibit 99.2 Business For purposes of this Exhibit 99.2 - Business, the terms listed below shall have the following meanings: · The “Company,” “we,” “our” and “us” refer to Safehold Inc. (“Old SAFE”) and its consolidated subsidiaries prior to the Merger and to Safehold Inc. (formerly known as iStar Inc.) and its consolidated subsidiaries following the consummation of the Merger, unless the con |
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| April 4, 2023 |
Exhibit 10.11 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT BETWEEN SAFEHOLD INC. AND STAR HOLDINGS Dated as of March 31, 2023 TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Defined Terms 1 Section 1.2 Table of Defined Terms 3 ARTICLE 2 REGISTRATION RIGHTS 4 Section 2.1 Shelf Registration 4 Section 2.2 Demand Registrations 4 Section 2.3 Effectiveness 5 Section 2.4 Notification and |
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| April 4, 2023 |
Exhibit 10.4 Executed Version FIRST AMENDMENT FIRST AMENDMENT, dated as of December 15, 2021 (this “Amendment”), to the Credit Agreement, dated as of March 31, 2021 (the “Credit Agreement”), among SAFEHOLD OPERATING PARTNERSHIP LP, a Delaware limited partnership (the “Borrower”), SAFEHOLD INC., a Maryland corporation (“Safehold”), as Guarantor, the lenders party thereto (the “Existing Lenders”) an |
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| April 4, 2023 |
Exhibit 10.13 EXECUTION VERSION GOVERNANCE AGREEMENT BETWEEN STAR HOLDINGS AND SAFEHOLD INC. Dated as of March 31, 2023 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 Section 1.1 Defined Terms 1 Section 1.2 Table of Defined Terms 5 ARTICLE II CERTAIN AGREEMENTS 5 Section 2.1 Transfer Restrictions 5 Section 2.2 Voting Arrangements 6 Section 2.3 Additional Voting Securities; Attendance at Meetings 6 Se |
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| April 4, 2023 |
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): March 31, 2023 Safehold Inc. (Exact name of registrant as specified in its charter) Maryland 001-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| April 4, 2023 |
Exhibit 10.22 CARET PERFORMANCE INCENTIVE PLAN CARET PROFITS INTEREST AWARD AGREEMENT 2023 This Caret Profits Interest Award Agreement (this “Agreement”), is made on this [●] day of [●], [●] (the “Grant Date”), by and among Safehold Inc. (the “Company”), Safehold GL Holdings LLC (formerly known as Safehold Operating Partnership LP) (the “Current Caret Issuer”) and [●] (the “Participant”). Capitali |
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| April 4, 2023 |
Charter Amendment to Restated Charter of iStar Inc. regarding reverse stock split. Exhibit 3.1 istar Inc. ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter (the “Charter”) of iStar Inc., a Maryland corporation (the “Corporation”), is hereby amended to provide that, upon the Effective Time (as defined below), every 0.16 shares of Common Stock, par value $0.001 per share, of the Corporation which were issued and outstanding immediately prior to the Effective Time s |
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| April 4, 2023 |
Exhibit 99.3 Risk Factors You should carefully consider the following risk factors in evaluating an investment in the Company’s securities. Any of these risks or the occurrence of any one or more of the uncertainties described below could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows, ability to service our indebtedness, ability to |
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| April 4, 2023 |
Exhibit 10.21 SAFEHOLD INC. AMENDED AND RESTATED CARET PERFORMANCE INCENTIVE PLAN Section 1. Purpose. The purpose of the Plan is to assist Safehold Inc. (the "Company") in attracting, retaining, motivating, and rewarding certain officers, directors, employees, managers, members and consultants of the Company, its subsidiaries and their respective Affiliates and promoting the creation of lo |
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| April 4, 2023 |
Exhibit 10.24 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THE PROPOSED SALE, TRANSFER OR OTHER DISPOSITION MAY BE EFFECTED WIT |
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| April 4, 2023 |
Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| April 4, 2023 |
Exhibit 3.3 AMENDED AND RESTATED CHARTER ARTICLE I NAME The name of the corporation (the “Corporation”) is: Safehold Inc. ARTICLE II PURPOSE The purposes for which the Corporation is formed are to engage in any lawful act or activity (including, without limitation or obligation, engaging in business as a real estate investment trust under the Internal Revenue Code of 1986, as amended, or any succe |
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| April 4, 2023 |
and iStar Close Merger and Complete Spin-Off of iStar’s Legacy Assets to iStar Stockholders Exhibit 99.1 Press Release Safehold and iStar Close Merger and Complete Spin-Off of iStar’s Legacy Assets to iStar Stockholders NEW YORK, March 31, 2023 Safehold Inc. (NYSE: SAFE) today closed on the previously announced merger of iStar Inc. (“iStar”) and Safehold Inc. (“Original Safe”). The merger represents the culmination of the companies’ multi-year strategy to grow the innovative ground lease |
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| April 4, 2023 |
Real Estate and Accumulated Depreciation As of December 31, 2022 ($ in thousands) Exhibit 99.4 Properties Our principal executive offices are located at 1114 Avenue of the Americas, New York, New York 10036. The following table presents certain information about the accumulated depreciation of properties held by us for investment purposes as of December 31, 2022: Real Estate and Accumulated Depreciation As of December 31, 2022 ($ in thousands) Cost Gross Amount Carried Initial |
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| April 4, 2023 |
Exhibit 10.1 Execution Copy Safehold Operating Partnership LP Safehold Inc. $475,000,000 3.98% Series 2022A Senior Notes due February 15, 2052 Master Note Purchase Agreement Dated January 27, 2022 Table of Contents Section Heading Page Section 1. Authorization of Notes 1 Section 2. Sale and Purchase of Notes 1 Section 2.1. Purchase and Sale of Series 2022A Notes 1 Section 2.2. Parent Guaranty 2 Se |
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| April 4, 2023 |
Exhibit 10.10 Dated as of March 31, 2023 iSTAR INC. and STAR HOLDINGS SEPARATION AND DISTRIBUTION AGREEMENT TABLE OF CONTENTS Page Article I Definitions 1 Article II The Separation 9 2.1 Separation Transactions 9 2.2 Transfer Documents 10 2.3 Waiver of Bulk-Sale and Bulk-Transfer Laws 10 2.4 Approvals and Notifications 10 2.5 Release of Guarantees 11 2.6 Termination of Agreements, Settlement of Ac |
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| April 4, 2023 |
Exhibit 10.16 Dated as of April 14, 2017 SAFETY, INCOME AND GROWTH, INC., SFTY VENTURE LLC and SFTY VII-B, LLC REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS Page ARTICLE 1 DEFINED TERMS 1 Section 1.1 Defined Terms 1 Section 1.2 Table of Defined Terms 3 ARTICLE 2 SHELF REGISTRATION 3 Section 2.1 Shelf Registration 3 Section 2.2 Effectiveness 4 Section 2.3 Notification and Distribution of Material |
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| April 4, 2023 |
Subsidiary Guarantors and Issuers of Guaranteed Securities. EX-22.1 7 tm2311250d2ex22-1.htm EXHIBIT 22.1 Exhibit 22.1 The following subsidiary of Safehold Inc. (“Safehold”) will be the issuer of debt securities under the indenture to be entered into among Safehold, as parent guarantor, and the subsidiary listed below. Subsidiary Registrant Issuer Safehold GL Holdings LLC Issuer |
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| April 4, 2023 |
Exhibit 25.2 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E |
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| April 4, 2023 |
Exhibit 4.5 THIRD SUPPLEMENTAL INDENTURE DATED AS OF MARCH 31, 2023 BY AND AMONG SAFEHOLD GL HOLDINGS LLC as Issuer, ISTAR INC. (to be renamed SAFEHOLD INC.) as Guarantor AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee SUPPLEMENTAL TO THE INDENTURE DATED AS OF MAY 7, 2021 This THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made and entered into as of March 31, 2023 am |
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| April 4, 2023 |
Calculation of Filing Fee Table. Exhibit 107 Calculation of Fling Fee Tables Form S-3 (Form Type) Safehold Inc. (Exact Name of Registrant as Specified in its Charter) Safehold GL Holdings LLC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregat |
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| April 4, 2023 |
As filed with the Securities and Exchange Commission on April 4, 2023 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 4, 2023 Registration Nos. |
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| April 4, 2023 |
Exhibit 10.15 POST-IPO STOCKHOLDER’S AGREEMENT BETWEEN SAFETY, INCOME AND GROWTH, INC. AND SFTY VENTURE LLC Dated as of April 14, 2017 TABLE OF CONTENTS Page Article I DEFINED TERMS 2 Section 1.1. Defined Terms 2 Section 1.2. Table of Defined Terms 5 Article II TOP UP RIGHTS 5 Section 2.1. Large Issuance Top Up Right 5 Section 2.2. Quarterly Top Up Right 7 Section 2.3. Additional Top Up Right Term |
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| April 4, 2023 |
Exhibit 10.19 RESTRICTED STOCK UNIT AWARD AGREEMENT (Safehold 2017 Equity Plan) THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is entered into by and between SAFEHOLD INC. (“SAFE” or the “Company”) and (“Participant”), effective as of ,20 (the “Grant Date”). RECITALS: A. The Company has adopted the 2017 Equity Incentive Plan, as may be amended from time to time (the “Plan”) |
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| April 4, 2023 |
EX-10.6 16 tm2310731d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 Execution Version CREDIT AGREEMENT Dated as of January 9, 2023 among SAFEHOLD OPERATING PARTNERSHIP LP, as the Borrower, SAFEHOLD INC., as Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A., BOFA SECURITIES, INC., MIZUHO BANK, LTD., ROYAL BANK OF CANA |
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| April 4, 2023 |
Exhibit 10.17 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the day of , 202, by and between Safehold Inc., a Maryland corporation (the “Company”), and (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as a [director] [and] [an officer] of the Company and may, therefore, be subjected to claims, suits or proce |
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| April 4, 2023 |
Exhibit 10.3 Execution Version CREDIT AGREEMENT Dated as of March 31, 2021 among SAFEHOLD OPERATING PARTNERSHIP LP, as the Borrower, SAFEHOLD INC., as Guarantor, JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A. BANK OF AMERICA, N.A., and GOLDMAN SACHS BANK USA, as L/C Issuers and The Other Lenders Party Hereto JPMORGAN CHASE BANK, N.A. BOFA SECUR |
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| April 4, 2023 |
Exhibit 10.9 Execution Version REGISTRATION RIGHTS AGREEMENT BETWEEN SAFEHOLD INC. AND MSD VAULT INVESTMENTS, LLC, AND MSD EIV PRIVATE VAULT, LLC Dated as of March 31, 2023 CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1. Defined Terms 1 ARTICLE II REGISTRATION RIGHTS 3 Section 2.1. Shelf Registration 3 Section 2.2. Effectiveness 3 Section 2.3. Notification and Distribution of Materials |
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| April 4, 2023 |
Charter Amendment to Restated Charter of iStar Inc. regarding par value change. Exhibit 3.2 iSTAR INC. ARTICLES OF AMENDMENT THIS IS TO CERTIFY THAT: FIRST: The charter (the “Charter”) of iStar Inc., a Maryland corporation (the “Corporation”), is hereby amended to change the par value of the shares of Common Stock of the Corporation issued and outstanding immediately prior to the Effective Time (as defined below) from $0.00016 per share to $0.01 per share. SECOND: The amendme |
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| April 4, 2023 |
Exhibit 4.1 DESCRIPTION OF CAPITAL STOCK The following summary describes the general terms of the common stock, $0.01 par value per share (the “common stock”), and preferred stock, $0.01 par value per share (the “preferred stock”), Safehold Inc. may offer. For a more detailed description of these securities, you should read the applicable provisions of the Maryland General Corporation Law (as amen |
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| April 4, 2023 |
Exhibit 4.5 SAFEHOLD INC. INDENTURE Dated as of , 20 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 6 Section 1.1 Definitions 6 Section 1.2 Other Definitions 9 Section 1.3 Incorporation by Reference of Trust Indenture Act 9 Section 1.4 Rules of Construction 9 ARTICLE II. THE SECURITIES 10 Section 2.1 Issuable in Se |
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| April 4, 2023 |
SAFE / Safehold Inc. / ISTAR INC. - SC 13D/A Activist Investment SC 13D/A 1 tm2311453d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No.26)* Safehold Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 78645L |
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| April 4, 2023 |
The Portfolio Holdings Limited Liability Company Agreement and Related Agreements Exhibit 99.6 The Portfolio Holdings Limited Liability Company Agreement and Related Agreements The following is a description of the material terms of the amended and restated limited liability company agreement (the “Portfolio Holdings LLCA”) of Safehold GL Holdings LLC, a Delaware limited liability company (“Portfolio Holdings”), dated as of March 30, 2023. This summary is not complete and is su |
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| April 4, 2023 |
Exhibit 4.4 SAFEHOLD OPERATING PARTNERSHIP LP, SAFEHOLD INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF NOVEMBER 18, 2021 TO INDENTURE DATED MAY 7, 2021 $350,000,000 OF 2.850% SENIOR NOTES DUE 2032 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 1 Section 1.1 Relation to Base Indenture 1 Section 1.2 Definitions 2 Article II. |
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| April 4, 2023 |
Exhibit 4.1 THIS CERTIFIES THAT is the owner of CUSIP DATED COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N.A. TRANSFER AGENT AND REGISTRAR, FULLY-PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, OF Safehold Inc. (hereinafter called the “Company”), transferable on the books of the Company in person or by duly authorized attorney, upon surrender of this Certif |
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| April 4, 2023 |
Exhibit 10.8 Execution Version STOCKHOLDER’S AGREEMENT BY AND AMONG SAFEHOLD INC., iSTAR INC., MSD VAULT INVESTMENTS, LLC, AND MSD EIV PRIVATE VAULT, LLC Dated as of March 31, 2023 CONTENTS Page ARTICLE I DEFINED TERMS 1 Section 1.1. Defined Terms 1 Section 1.2. Table of Defined Terms 3 ARTICLE II TOP UP RIGHTS 4 Section 2.1. Large Issuance Top Up Right 4 Section 2.2. Quarterly Top Up Right 5 Sect |
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| April 4, 2023 |
Exhibit 10.7 LOAN AGREEMENT Dated as of March 30, 2017 Among EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, individually and/or collectively, as the context may require, as Borrower and BARCLAYS BANK PLC, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, and BANK OF AMERICA, N.A., collectively, as Lender Table of Contents ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1. Definiti |
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| April 4, 2023 |
Exhibit 10.2 Execution Copy Assumption Agreement THIS ASSUMPTION AGREEMENT (this “Agreement”) dated as of March 31, 2023, is made by iStar Inc., a Maryland corporation (the “New Guarantor”), in favor of the holders of the Notes (as defined below) (the “Noteholders”), in connection with the merger of the New Guarantor and Safehold Inc., a Maryland corporation (the “Original Parent Guarantor”). Witn |
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| April 4, 2023 |
Exhibit 3.4 Safehold Inc. Second AMENDED AND RESTATED BYLAWS (as of March 31, 2023) Article I OFFICES Section 1.1 Principal Executive Office. The principal executive office of Safehold Inc. (the “Company”) shall be located at such place or places as the Board of Directors may designate. Section 1.2 Additional Offices. The Company may have additional offices at such places as |
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| April 4, 2023 |
Exhibit 4.2 SAFEHOLD OPERATING PARTNERSHIP LP INDENTURE Dated as of May 7, 2021 U.S. BANK NATIONAL ASSOCIATION Trustee TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions. 1 Section 1.2 Other Definitions. 4 Section 1.3 Incorporation by Reference of Trust Indenture Act. 4 Section 1.4 Rules of Construction. 5 ARTICLE II. THE SECURITIES 5 Section 2.1 |
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| April 4, 2023 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations Exhibit 99.5 Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes thereto included in Exhibit 99.6 (our “consolidated financial statements”). This discussion contains forward-looking stateme |
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| April 4, 2023 |
Exhibit 4.3 SAFEHOLD OPERATING PARTNERSHIP LP, SAFEHOLD INC., AS GUARANTOR, AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE FIRST SUPPLEMENTAL INDENTURE DATED AS OF MAY 7, 2021 TO INDENTURE DATED MAY 7, 2021 $400,000,000 OF 2.800% SENIOR NOTES DUE 2031 CONTENTS Article I. RELATION TO BASE INDENTURE; DEFINITIONS 1 Section 1.1 Relation to Base Indenture 1 Section 1.2 Definitions 2 Article II. TERMS O |
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| April 4, 2023 |
Exhibit 10.5 Execution Version SECOND AMENDMENT This SECOND AMENDMENT, dated as of January 9, 2023 (this “Amendment”), to the Credit Agreement, dated as of March 31, 2021 (as amended by the First Amendment, dated as of December 15, 2021 and as further amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”; the Credit Agreement, as a |
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| April 4, 2023 |
Exhibit 10.20 OMNIBUS assignment, assumption and AMENDMENT agreement This Omnibus Assignment, Assumption and Amendment Agreement (this “Agreement”) is effective March 31, 2023 (the “Effective Date”), by and among Safehold Inc., a Maryland corporation (“SAFE”), CARET Ventures LLC, a Delaware limited liability company (“Prior CARET Issuer”), CARET Management Holdings LLC, a Delaware limited liabilit |
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| April 4, 2023 |
Exhibit 10.14 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2023 between Star Holdings, as Borrower and Safehold Inc., as Lender TABLE OF CONTENTS Page Article I. DEFINITIONS 2 Section 1.01 Defined Terms 2 Section 1.02 Terms Generally 13 Section 1.03 Accounting Terms; Changes in GAAP 13 Section 1.04 Divisions 14 Article II. NOTE, Commit |
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| April 4, 2023 |
Exhibit 10.12 EXECUTION VERSION MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is entered into on March 31, 2023, by and between STAR HOLDINGS, a Maryland statutory trust (“SpinCo”), and SAFEHOLD MANAGEMENT SERVICES INC., a Delaware corporation (together with its permitted assignees, the “Manager”). WHEREAS, in connection with the separation transactions and the distribution of all of the interest |
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| April 4, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Exhibit 99.8 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On March 31, 2023, and pursuant to the merger agreement dated August 10, 2022 (the “Merger Agreement”) by and among Safehold Inc. (f/k/a iStar Inc.), a Maryland corporation (prior to the merger (as defined below), “STAR”, and following the merger, “New SAFE”) and Safehold Inc., a Maryland corporation (prior to the merger, “SA |
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| March 31, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 11, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 31, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 11, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 31, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 11, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 31, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 11, 2023, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 30, 2023 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act. Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of iStar Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Amendment No. 1 to the Annual Report on Form 10-K for the year ended |
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| March 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15371 |
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| March 30, 2023 |
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act. Exhibit 31.0 CERTIFICATION I, Jay Sugarman, certify that: 1. I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of iStar Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi |
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| March 9, 2023 |
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): March 9, 2023 iStar Inc. (Exact name of registrant as specified in its charter) Maryland 1-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| March 3, 2023 |
425 1 tm238307d2425.htm 425 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): March 1, 2023 iStar Inc. (Exact name of registrant as specified in its charter) Maryland 1-15371 95-6881527 (State or other jurisdiction of incorporation) |
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| March 2, 2023 |
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): March 1, 2023 iStar Inc. (Exact name of registrant as specified in its charter) Maryland 1-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| February 23, 2023 |
Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Filing Person: iStar Inc. |
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| February 22, 2023 |
Exhibit 21.1 List of Subsidiaries Name of Entity State of Formation 100 Cambridgeside Lender LLC Delaware 100 Cambridgeside Lender Member LLC Delaware 100 Riverview Condominium Association Inc. New Jersey 1101 Ocean Ave Parking LLC New Jersey 1101 Ocean Ave Venture LLC New Jersey 17093 Biscayne Boulevard – North Miami LLC Delaware 20 Cambridgeside Lender LLC Delaware 20 Cambridgeside Lender Member |
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| February 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 1-15371 iS |
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| February 21, 2023 |
iStar(Q4 2022 Earnings) February 21, 2023 425 1 tm236873d1425.htm 425 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) of the Securities Exchange Act of 1934 Filing Person: iStar Inc. Subject Company: iStar Inc. Commission File Number: 333-268822 iStar(Q4 2022 Earnings) February 21, 2023 Corporate Speakers: ● Pearse Hoffmann; iStar Inc.; SVP of Capital Markets & IR ● Jay Sugarman; iSta |
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| February 21, 2023 |
Exhibit 99.2 Q4 ’22 & FY ’22 Earnings Results (NYSE: STAR) Statements in this presentation which are not historical fact may be deemed forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although iStar believes the expectations reflected in any forward-looking statements are based on reasonable assumptio |
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| February 21, 2023 |
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): February 21, 2023 iStar Inc. (Exact name of registrant as specified in its charter) Maryland 1-15371 95-6881527 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 21, 2023 |
iStar Reports Fourth Quarter and Fiscal Year 2022 Results Exhibit 99.1 Press Release iStar Reports Fourth Quarter and Fiscal Year 2022 Results NEW YORK, February 21, 2023 iStar Inc. (NYSE: STAR) today reported results for the fourth quarter and fiscal year ended December 31, 2022. Highlights from the earnings announcement include: o Net income (loss) of ($86.7) million or ($1.00) per diluted common share in Q4 ’22, and $397.8 million or $4.92 per diluted |
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| February 14, 2023 |
STAR / istar Inc / NewEdge Wealth, LLC - SC 13G Passive Investment SC 13G 1 newedge-istar202113g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* iStar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45031U101 (CUSIP Number) 12/31/2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 14, 2023 |
STAR / istar Inc / NewEdge Wealth, LLC - SC 13G Passive Investment SC 13G 1 newedge-istar202213g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* iStar Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 45031U101 (CUSIP Number) 12/31/2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 9, 2023 |
STAR / istar Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01192-istarinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 9)* Name of issuer: iStar Inc. Title of Class of Securities: REIT CUSIP Number: 45031U101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to w |
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| January 31, 2023 |
MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-268822 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT January 30, 2023 The boards of directors of iStar Inc., a Maryland corporation (which we refer to as “STAR”), and Safehold Inc., a Maryland corporation (which we refer to as “SAFE”), have each approved a merger agreement, dated as of August 10, 2022 (which we refer to, as |
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| January 26, 2023 |
As filed with the U.S. Securities and Exchange Commission on January 26, 2023 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 26, 2023 Registration No. 333-268822 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iStar Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation |
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| January 26, 2023 |
iStar Inc. 1114 Avenue of the Americas, 39th Floor New York, New York 10036 CORRESP 1 filename1.htm iStar Inc. 1114 Avenue of the Americas, 39th Floor New York, New York 10036 January 26, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Victor Rivera Melendez, Staff Attorney Jeffrey Gabor, Staff Attorney Re: iStar Inc. Registration Statement on Form S-4 File No. 333-26 |
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| January 26, 2023 |
Consent of J.P. Morgan Securities LLC. Exhibit 99.2 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated August 10, 2022 to the Special Committee of the Board of Directors of Safehold Inc. (the “Company”) included in Annex F to the joint proxy statement/prospectus, which forms a part of Amendment No. 1 to the registration statement on Form S-4 relating to the proposed merger of the Company |
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| January 26, 2023 |
Consent of Lazard Frères & Co. LLC. Exhibit 99.1 The Special Committee of the Board of Directors iStar Inc. 1114 Avenue of the Americas, 39th Floor New York, NY 10036 The Special Committee of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 10, 2022, to the Special Committee of the Board of Directors of iStar Inc. (“STAR”) as Annex E to, and reference thereto under the headings “SUMMARY |
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| December 19, 2022 |
Filed pursuant to Rule 425 under the Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Filing Person: iStar Inc. |
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| December 16, 2022 |
Consent of J.P. Morgan Securities LLC. Exhibit 99.2 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated August 10, 2022 to the Special Committee of the Board of Directors of Safehold Inc. (the ?Company?) included in Annex F to the joint proxy statement/prospectus relating to the proposed merger of the Company and iStar Inc., and (ii) the references to such opinion in such joint proxy state |
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| December 16, 2022 |
CLIFFORD CHANCE US LLP 31 WEST 52ND STREET NEW YORK, NY 10019-6131 TEL +1 212 878 8000 FAX +1 212 878 8375 www. |
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| December 16, 2022 |
Form of Proxy Card of Safehold Inc. Exhibit 99.4 Form of Proxy Card SAFEHOLD INC. 1114 Avenue of the Americas, 39th Floor New York, New York 10036 VOTE BY INTERNET?[?] Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to o |
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| December 16, 2022 |
Consent of Lazard Frères & Co. LLC. Exhibit 99.1 The Special Committee of the Board of Directors iStar Inc.1114 Avenue of the Americas, 39th Floor New York, NY 10036 The Special Committee of the Board of Directors: We hereby consent to the inclusion of our opinion letter, dated August 10, 2022, to the Special Committee of the Board of Directors of iStar Inc. (?STAR?) as Annex E to, and reference thereto under the headings ?SUMMARY ? |
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| December 16, 2022 |
EX-FILING FEES 9 tm2230881d2ex-filingfees.htm EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-4 (Form Type) iSTAR INC. (Exact Name of Registrant as Specified in Its Charter) Table 1: Newly Registered Securities Security Type Security Class Title (1) Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Pr |
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| December 16, 2022 |
Form of Proxy Card of iStar Inc. Exhibit 99.3 TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED iStar Inc. Special Meeting of Stockholders [DATE]. 2023 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ISTAR INC. The undersigned stockholder of iStar Inc., a Maryland corporation (the ?Company?), appoints Jay Sugarman and Geoffrey M. Dugan, and each of them, |
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| December 16, 2022 |
As filed with the U.S. Securities and Exchange Commission on December 16, 2022 TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 16, 2022 Registration No. [?]? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? iStar Inc. (Exact name of registrant as specified in its charter)? ? ? Maryland (State or other jurisdiction of incorporation or organiz |
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| December 8, 2022 |
SAFE / Safehold Inc / ISTAR INC. - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No.25)* Safehold Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 78645L 100 (CUSIP Number) Geoffrey M. Dugan iStar |
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| November 30, 2022 |
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): November 30, 2022 (November 29, 2022) iStar Inc. (Exact name of registrant as specified in its charter) Maryland 1-15371 95-6881527 (State or other jurisdiction of incorporation) (Com |
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| November 30, 2022 |
Exhibit 99.1 U.S. Federal Income Tax Consequences The following is a general discussion of certain anticipated material U.S. federal income tax consequences of the special distribution to U.S. holders (as defined below) of common stock of iStar Inc., or "iStar," that receive shares of common stock of Safehold Inc., or "Safe," in the special distribution. For purposes of this section, references to |
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| November 23, 2022 |
SAFE / Safehold Inc / ISTAR INC. - SC 13D/A Activist Investment SC 13D/A 1 tm2231229d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 24)* Safehold Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 78645L |
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| November 4, 2022 |
Certifications pursuant to Section 906 of the Sarbanes-Oxley Act Exhibit 32.0 Certification of Chief Executive Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 The undersigned, the Chief Executive Officer of iStar Inc. (the "Company"), hereby certifies on the date hereof, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended September 30, 20 |
