ITEM 1.01 Entry into a Material Definitive Agreement and ITEM 3.02 Unregistered
Sales of Equity Securities.
On November 19, 2019, Safehold Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, BofA
Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the
several underwriters named therein (the "Underwriters"). Pursuant to the
Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed
to purchase, subject to the terms and conditions set forth in the Underwriting
Agreement, an aggregate of 3,000,000 shares of the Company's common stock, par
value $0.01 per share ("Common Stock") at a public offering price of $34.00 per
share less underwriting discounts and commissions. In addition, the Company
granted to the Underwriters a 30-day option to purchase up to an additional
450,000 shares of Common Stock, which the underwriters exercised in full.
The public offering was conducted pursuant to the Company's Registration
Statement on Form S-3 (File No. 333-226048). The offering was made pursuant to
the prospectus supplement, dated November 19, 2019, and the accompanying
prospectus, dated July 12, 2018, filed with the Securities and Exchange
Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
Concurrently with the completion of the public offering pursuant to the
Underwriting Agreement, the Company agreed to sell in a private placement to
iStar Inc. ("iStar") 3,823,529 shares of Common Stock at a purchase price of
$34.00 per share, equal to the public offering price per share. Pursuant to an
amended and restated registration rights agreement by and between the Company
and iStar, dated January 2, 2019 (the "Registration Rights Agreement"), iStar is
permitted to resell such shares of Common Stock to the public pursuant to an
effective registration statement filed by the Company. The Registration Rights
Agreement also provides iStar with certain demand registration rights.
The public offering and the concurrent private placement, which closed on
November 22, 2019, will generate net proceeds of approximately $242.2 million,
after deducting estimated transaction expenses and giving effect to the sale of
shares in this offering to an existing stockholder who purchased such shares at
the public offering price per share (without the payment of the underwriting
discounts and commissions). The Underwriting Agreement and the Registration
Right Agreement contain customary representations, warranties and agreements of
the Company, conditions to closing, indemnification rights and obligations of
the parties and termination provisions.
The preceding descriptions are qualified in its entirety by reference to the
Underwriting Agreement and the Registration Rights Agreement, copies of which
are attached as Exhibit 1.1 and Exhibit 10.1, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
(d) Exhibits.
1.1* Underwriting Agreement, dated November 19, 2019, by and among the
Company, Safehold Operating Partnership LP and SFTY Manager, LLC, Goldman
Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as
representatives of the several underwriters named therein
5.1* Opinion of Clifford Chance US LLP regarding the legality of the shares of
common stock
10.1 Amended and Restated Registration Rights Agreement, dated January 2,
2019, by and between the Company and iStar (filed previously by the Company
as an exhibit to its Current Report on Form 8-K filed on January 3, 2019
and incorporated herein by reference)
23.1* Consent of Clifford Chance US LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File-the cover page XBRL tags are embedded
within the Inline XBRL document
* Filed herewith.
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