Safehold Inc. (NYSE:SAFE) entered into an agreement to acquire iStar Inc. (NYSE:STAR) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Fidelity Management & Research Company LLC, NewEdge Wealth, LLC and others in a reverse merger transaction on August 10, 2022. Under the terms of the transaction, the shares of SAFE owned by iStar will be retired and each share of SAFE not owned by iStar will be exchanged for one share of common stock of New Safehold. In related transactions, (i) MSD has entered into a subscription agreement to purchase "Caret Units," affiliate of Safehold; (ii) MSD Partners, L.P. entered into an agreement to acquire 9% stake in Safehold Inc. from iStar Inc.; and, (iii) certain legacy assets of the iStar will be spun off into a new public entity (the " Spin-Off"). Post deal completion, New Safehold will continue to operate under the name Safehold Inc. Safehold shareholders (other than iStar) are expected to own approximately 34% of New Safehold. iStar shareholders are expected to own approximately 37% of New Safehold directly and 14% indirectly as a result of the spin-off transaction. Safehold shall pay a termination fee of $63 million to STAR while STAR shall pay a termination fee of $63 million to Safehold. iStar Inc. announced the final consolidation ratio that will be used in the reverse split of iStar common stock that will occur immediately prior to the effective time of the merger of iStar and Safehold ("Safe"). In the reverse stock split, each share of iStar common stock outstanding will be consolidated into 0.160 shares of iStar common stock (the "Star share consolidation ratio").

The deal is subject to satisfaction of closing conditions, including the approval of both iStar and Safehold shareholders, the approval of the shares of STAR Common Stock to be issued in the Merger for listing on the NYSE, the effectiveness of a registration statement on Form S-4 registering the STAR Common Stock to be issued in the Merger, generation of certain cash proceeds and completion of the spin-off. The transaction was unanimously approved by the independent directors of iStar and Safehold based on the unanimous recommendations of special committees of the respective boards comprised solely of independent directors. As of March 9, 2023, shareholders of Safehold and iStar Inc. have approved the transaction. The transaction is expected to close in late Q4 2022 or in Q1 2023. As of March 30, 2023, the transaction is expected to close in the first half of 2023.

Lazard is serving as lead financial advisor and fairness opinion provider while Kathleen L. Werner, Gary Brooks, Paul Koppel and Howard Adler of Clifford Chance US LLP serving as legal advisors to iStar Inc. Morgan Stanley & Co. LLC is also serving as a financial advisor to iStar Inc. J.P. Morgan is serving as exclusive financial advisor and fairness opinion provider while Eric L. Schiele, Michael P. Brueck, Joshua N. Korff, Ross M. Leff, Andy C.R. Veit, Patrick Loughery, Michael Beinus, Justin Barbosa, Andrew R. Van Noord, Victoria C. Acuff, J. Robert Fowler, Neil S. Hirshman and David L. Perechocky of Kirkland & Ellis LLP is serving as legal advisor to the Safehold special committee. Computershare served as transfer agent to iStar. In connection with Lazard?s services as a financial advisor to the STAR special committee, STAR agreed to pay Lazard an aggregate fee of between $15 million and $20 million. f the aggregate fee, up to an aggregate of $1.75 million is payable as quarterly retainer fees and $2.0 million became payable upon the rendering of Lazard?s fairness opinion and the balance is contingent on the closing of the related transactions. For financial advisory services rendered in connection with the transaction, SAFE has agreed to pay J.P. Morgan a fee of $5.5 million, $3.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the SAFE transactions.

Safehold Inc. (NYSE:SAFE) acquired iStar Inc. (NYSE:STAR) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc., Fidelity Management & Research Company LLC, NewEdge Wealth, LLC and others in a reverse merger transaction on March 31, 2023. Following the closing, the combined company ("SAFE") will operate under the name Safehold Inc. and its common stock will trade under the ticker "SAFE" on the New York Stock Exchange. On March 31, 2023, prior to the closing of the merger, iStar completed the separation of its legacy assets and certain other assets through the distribution of all of the common shares of Star Holdings (NASDAQ: STHO) to holders of record of iStar common stock as of the close of business on March 27, 2023 in a spin-off transaction. iStar distributed 0.153 common shares of Star Holdings for each share of iStar common stock.