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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 21, 2024
Safehold Inc.
(Exact name of registrant as specified in its
charter)
Maryland |
|
001-15371 |
|
95-6881527 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification Number) |
1114 Avenue of the Americas |
|
39th Floor |
|
New York, NY |
10036 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number,
including area code: (212) 930-9400
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, $0.01 par value |
|
SAFE |
|
NYSE |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On June 21, 2024, Safehold Inc. (the “Company”)
issued a press release announcing the entry into the Program (as defined below) as described below in Item 8.01 of this Current Report
on Form 8-K. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
In accordance with General Instruction B.2 of
Form 8-K, the information contained or incorporated in this Item 7.01, including the press release furnished herewith as Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any
registration statement or other document filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, regardless of any general incorporation language in such filing, unless it is specifically incorporated by reference
therein.
On June 20, 2024, Safehold GL Holdings LLC
(the “Issuer”), a Delaware limited liability company and subsidiary of the Company, entered into a new U.S. commercial paper
program (the “Program”) on a private placement basis, pursuant to which the Issuer may issue up to $750,000,000 of short-term,
unsecured commercial paper notes (the “Notes”) outstanding at any time, which are guaranteed by the Company.
Under the Program, the Issuer may issue the Notes
from time to time and will use the proceeds for general corporate purposes. The Program is backed by the Issuer’s revolving credit
facility. The Notes will be sold under customary terms in the commercial paper market and will rank pari passu with all the Issuer’s
other unsecured senior indebtedness. The interest rates will vary based on the ratings assigned to the Notes by credit rating agencies
and market conditions at the time of issuance.
The definitive documents regarding the Program
contain customary representations, warranties, covenants, defaults and indemnification provisions, and provide the terms under which the
Notes will be sold pursuant to an exemption from the federal and state securities laws.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, any Notes. The Notes have not been and will not be registered under the Securities Act, and may
not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
Safehold Inc. |
|
|
|
|
Date: |
June 21, 2024 |
By: |
/s/ Brett Asnas |
|
|
|
Brett Asnas |
|
|
|
Chief Financial Officer |
Exhibit 99.1
Press Release
Safehold Announces $750 Million Commercial Paper Note Program
NEW YORK, June 21, 2024
Safehold Inc. (the "Company" or "Safehold") (NYSE:
SAFE) today announced that its operating company, Safehold GL Holdings LLC (the "operating company"), has established an unsecured
commercial paper note program in the United States.
Under the terms of the program, the operating company may issue from
time to time unsecured commercial paper notes up to a maximum aggregate amount outstanding at any one time of $750 million. The notes
will be sold under customary terms in the United States commercial paper note market and will rank pari passu with all of the operating
company's other unsecured senior indebtedness. The notes will be fully and unconditionally guaranteed by the Company. Note proceeds will
be used for general corporate purposes.
The Company expects to realize cost of capital benefits in the commercial
paper market versus its $2.0 billion revolving credit facility, and expects to use its revolving credit facility as a liquidity backstop
for the repayment of the notes issued under the commercial paper program.
The notes to be offered under the commercial paper note program have
not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy the notes under the operating company's commercial paper note program.
1114 Avenue of the Americas
New York, NY 10036
T 212.930.9400
E investors@safeholdinc.com
About Safehold:
Safehold Inc. (NYSE: SAFE) is revolutionizing real estate ownership
by providing a new and better way for owners to unlock the value of the land beneath their buildings. Having created the modern ground
lease industry in 2017, Safehold continues to help owners of high quality multifamily, office, industrial, hospitality, student housing,
life science and mixed-use properties generate higher returns with less risk. The Company, which is taxed as a real estate investment
trust (REIT), seeks to deliver safe, growing income and long-term capital appreciation to its shareholders. Additional information on
Safehold is available on its website at www.safeholdinc.com.
Company Contact:
Pearse Hoffmann
Senior Vice President
Capital Markets & Investor Relations
T 212.930.9400
E investors@safeholdinc.com
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