ITEM 1.01 Entry into a Material Definitive Agreement and ITEM 3.02 Unregistered
Sales of Equity Securities.
On November 10, 2020, Safehold Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC and BofA
Securities, Inc., 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
800,000 shares of the Company's common stock, par value $0.01 per share ("Common
Stock") at a public offering price of $61.00 per share. In addition, the Company
granted to the Underwriters a 30-day option to purchase up to an additional
120,000 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 10, 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") 1,065,574 shares of Common Stock at a purchase price of
$61.00 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 13, 2020, will generate net proceeds of approximately $111.4 million,
after deducting estimated transaction expenses. The Underwriting Agreement and
the Registration Rights 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
1.1* Underwriting Agreement, dated November 10, 2020, by and among the Company,
Safehold Operating Partnership LP, SFTY Manager, LLC and Goldman Sachs & Co.
LLC and BofA Securities, Inc., as representatives of the several
underwriters named therein
5.1* Opinion of Clifford Chance US LLP regarding the legality of the shares of
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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