MSD Partners, L.P. entered into an agreement to acquire 8.7% stake in Safehold Inc. (NYSE:SAFE) from iStar Inc. (NYSE:STAR) for approximately $200 million on August 10, 2022. Under the terms of the transaction MSD will acquire 5,405,406 shares for an an aggregate purchase price of $200.000022, in cash, representing a per share price of $37. In related transactions, (i) MSD has entered into a subscription agreement to purchase "Caret Units," affiliate of Safehold; (ii) Safehold and iStar have entered into an agreement and plan of merger to form a combined company; and, (iii) certain legacy assets of the iStar will be spun off into a new public entity (the " Spin-Off"). Upon closing of the transaction, MSD Partners will have a right to designate an observer to the board of directors of New SAFE. The sale of the shares to MSD and the transaction contemplated by the Caret Subscription Agreement will take place in connection with the closing of the merger and Spin-Off transaction. If the merger is terminated for any reason, the parties? obligations to consummate the purchase and sale will also terminate. iStar will pay a fee of $2 million as termination fee to MSD, in case the agreement is terminated. The transaction is subject to the closing of the MSD Caret Purchase taking place substantially concurrently with the closing of the MSD Stock Purchase and other customary closing conditions. The expected closing date of the merger in the first quarter or second quarter of 2023. Bruce W. Gilchrist and Katherine Keeley of Hogan Lovells US LLP acted as legal advisor to MSD. Kathleen L. Werner of Clifford Chance US LLP acted as legal advisor to iStar. Eric L. Schiele, Michael P. Brueck ,David L.Perechocky, Joshua N. Korff, P.C., Ross M. Leff, P.C.,Andy C.R. Veit, P.C.; Patrick Edward Loughery; Mike Beinus, P.C.; Justin Barbosa; Andrew R. Van Noord, P.C.; Victoria Acuff; J. Robert Fowler, P.C. and Neil S. Hirshman, P.C. of Kirkland & Ellis LLP acted as legal advisors to Safehold.

MSD Partners, L.P. completed the acquisition of 8.7% stake in Safehold Inc. (NYSE:SAFE) from iStar Inc. (NYSE:STAR) on March 31, 2023.