Safehold Inc. Enters Material Definitive Agreement

TL;DR

Safehold Inc. just signed a big deal, expect financial moves.

AI Summary

On November 12, 2024, Safehold Inc. entered into a Material Definitive Agreement related to a financial obligation. The company, formerly known as iStar Inc., is a real estate investment trust based in New York.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Safehold Inc., which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial risks or obligations that require careful monitoring.

Key Players & Entities

• Safehold Inc. (company) — Registrant
• iStar Inc. (company) — Former company name
• November 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common stock, $0.01 par value SAFE NYSE Indicate by c
• $400,000,000 — eted an underwritten public offering of $400,000,000 aggregate principal amount of its 5.650

Filing Documents

• tm2428002d3_8k.htm (8-K) — 50KB
• tm2428002d3_ex1-1.htm (EX-1.1) — 256KB
• tm2428002d3_ex4-1.htm (EX-4.1) — 275KB
• tm2428002d3_ex5-1.htm (EX-5.1) — 18KB
• tm2428002d3_ex5-2.htm (EX-5.2) — 19KB
• tm2428002d3_ex99-1.htm (EX-99.1) — 13KB
• tm2428002d3_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm2428002d3_ex5-1img002.jpg (GRAPHIC) — 2KB
• tm2428002d3_ex5-2img001.jpg (GRAPHIC) — 23KB
• tm2428002d3_ex5-2img002.jpg (GRAPHIC) — 11KB
• tm2428002d3_ex5-2img003.jpg (GRAPHIC) — 12KB
• tm2428002d3_ex99-1img001.jpg (GRAPHIC) — 8KB
• 0001104659-24-119062.txt ( ) — 1020KB
• safe-20241112.xsd (EX-101.SCH) — 3KB
• safe-20241112_lab.xml (EX-101.LAB) — 33KB
• safe-20241112_pre.xml (EX-101.PRE) — 22KB
• tm2428002d3_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On November 14, 2024, Safehold GL Holdings LLC (the "Issuer"), a Delaware limited liability company and subsidiary of Safehold Inc. (the "Guarantor" or the "Company"), completed an underwritten public offering of $400,000,000 aggregate principal amount of its 5.650% Senior Notes due 2035 (the "Notes"). The Notes are fully and unconditionally guaranteed by the Guarantor (the "Guarantee"). The terms of the Notes are governed by an indenture, dated as of May 7, 2021 (the "Base Indenture"), by and among the Issuer (then known as Safehold Operating Partnership LP), Safehold Inc. and U.S. Bank National Association, as trustee, as supplemented by a third supplemental indenture, dated as of March 31, 2023 (the "Third Supplemental Indenture), by and among the Issuer, the Guarantor (then known as iStar Inc., as successor in interest to Safehold Inc.) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the "Trustee"), as further supplemented by a fifth supplemental indenture, dated as of November 14, 2024 (the "Fifth Supplemental Indenture" and, together with the Base Indenture and Third Supplemental Indenture, the "Indenture"), by and among the Issuer, the Guarantor and the Trustee. The Indenture contains various restrictive covenants, including requirements to maintain a certain percentage of total unencumbered assets by the Issuer and limit the Issuer, the Company and their subsidiaries' ability to incur secured indebtedness. The Base Indenture and Third Supplemental Indenture were included as Exhibit 4.2 and Exhibit 4.5, respectively, to the Guarantor's 8-K filed on April 4, 2023, and are incorporated herein by reference. A copy of the Fifth Supplemental Indenture, including the form of Notes and the Guarantee, the terms of which are incorporated herein by reference, is attac

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 12, 2024, the Company issued a press release, on behalf of the Issuer, announcing the pricing of the Notes, which priced at 98.812%. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the "Securities Act"), unless it is specifically incorporated by reference therein.

01. Other Events

Item 8.01. Other Events. On November 12, 2024, the Company and the Issuer entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Truist Securities, Inc. with respect to offering of the Notes, which will be fully and unconditionally guaranteed by the Company. The closing of the sale of the Notes occurred on November 14, 2024. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Notes were offered pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the "SEC") on April 4, 2023 (Registration Nos. 333-271113 and 333-271113-01), a base prospectus, dated April 4, 2023, and a prospectus supplement, dated November 12, 2024, filed with the SEC pursuant to Rule 424(b) under the Securities Act. The Issuer intends to use the net proceeds from the offering for general corporate purposes, which may include repaying borrowings under its unsecured revolving credit facility, making additional investments in ground leases, and providing for working capital and funding obligations under existing commitments. The description of the Underwriting Agreement in this Current Report on Form 8-K is a summary and is qualified in its entirety by the terms of the Underwriting Agreement. 3

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K, including Exhibit 99.1 hereto, contain forward-looking statements within the meaning of the federal securities laws, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking concerning matters that are not historical facts. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "plan," "may," "should," "will," "would," "will be," "seek," "approximately," "pro forma," "contemplate," "aim," "continue," or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, they are not guarantees of future performance. For a further discussion of the factors that could cause the Company's future results to differ materially from any forward-looking statements, see the reports and other filings by the Company with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as well as the other information set forth in the Company's other filings under the Exchange Act. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us (or to third parties making the forward-looking

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 1.1 Underwriting Agreement, dated November 12, 2024, among Safehold Inc., Safehold GL Holdings LLC and J.P. Morgan Securities LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, and Truist Securities, Inc., as representatives of the several underwriters named therein. Exhibit 4.1 Fifth Supplemental Indenture, dated as of November 14, 2024, among Safehold GL Holdings LLC, as issuer, Safehold Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, including the form of the Notes and the Guarantee. Exhibit 5.1 Opinion of Latham & Watkins LLP. Exhibit 5.2 Opinion of Venable LLP. Exhibit 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1). Exhibit 23.2 Consent of Venable LLP (included in Exhibit 5.2). Exhibit 99.1 Press Release Exhibit 104 Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Safehold Inc. Date: November 14, 2024 By: /s/ Brett Asnas Brett Asnas Chief Financial Officer

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View this 8-K filing on SEC EDGAR