ITEM 1.01 Entry into a Material Definitive Agreement and ITEM 3.02 Unregistered


          Sales of Equity Securities.

On March 17, 2020, Safehold Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc. and Goldman Sachs & Co. 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 1,300,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock") at a public offering price of $46.88 per share. In addition, the Company granted to the Underwriters a 30-day option to purchase up to an additional 195,000 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 March 17, 2020, 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") 1,706,485 shares of Common Stock at a purchase price of $46.88 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 March 20, 2020, will generate net proceeds of approximately $148.5 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 March 17, 2020, by and among the Company,
            Safehold Operating Partnership LP and SFTY Manager, LLC, BofA Securities,
            Inc. and Goldman Sachs & Co. 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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