NEW
YORK, March 31, 2023 /PRNewswire/
-- Safehold Inc. (NYSE: SAFE) today closed on the previously
announced merger of iStar Inc. ("iStar") and Safehold Inc.
("Original Safe"). The merger represents the culmination of
the companies' multi-year strategy to grow the innovative ground
lease ecosystem. 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.
"This transformative transaction marks a significant milestone
for Safehold and iStar stakeholders," said Jay Sugarman, Chairman and Chief Executive
Officer.
"As our business enters this next phase, we are excited to
deliver even more benefits to our customers and investors as the
leader of the modern ground lease industry," said Marcos Alvarado, President and Chief Investment
Officer.
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.
For more information regarding the merger, please refer to the
definitive Joint Proxy Statement/Prospectus, dated January 30, 2023, as filed with the Securities
and Exchange Commission ("SEC"). For more information about
the spin-off, please see Star Holdings' Information Statement,
dated March 22, 2023, as filed with
the SEC.
Forward-Looking Statements
Statements in this press release which are not historical fact
may be deemed forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Although SAFE believes the
expectations reflected in any forward-looking statements are based
on reasonable assumptions, it can give no assurance that its
expectations will be attained. SAFE undertakes no obligation to
update or publicly revise any forward-looking statement, whether as
a result of new information, future events or otherwise. This press
release should be read in conjunction with our consolidated
financial statements and related notes in our Annual Report on Form
10-K, as amended by Form 10K/A ("Form 10-K"), for the year ended
December 31, 2022. In assessing all
forward-looking statements herein, readers are urged to read
carefully the Risk Factors sections and other cautionary statements
in our Form 10-K and the definitive joint proxy statement /
prospectus dated January 30, 2023
that iStar and SAFE filed with respect to the previously announced
merger and related transactions and any updates thereto made in our
subsequent fillings with the SEC.
The following factors, among others, could cause actual results
and future events to differ materially from those set forth or
contemplated in the forward-looking statements: (1) any delay or
inability of SAFE and/or Star Holdings to realize the expected
benefits of the transactions; (2) changes in tax laws, regulations,
rates, policies or interpretations; (3) the value of SAFE shares;
(4) the value of Star Holdings' shares and liquidity in Star
Holdings' shares; (5) the risk of unexpected significant
transaction costs and/or unknown liabilities; (6) potential
litigation relating to the transaction; (7) the impact of actions
taken by significant stockholders; (8) the potential disruption to
SAFE's or Star Holdings' respective businesses of diverted
management attention, and the unanticipated loss of key members of
senior management or other employees, in each case as a result of
the transactions; (9) general economic and business conditions that
could affect SAFE and Star Holdings following the transactions,
such as the instability in the banking sector experienced in the
first quarter of 2023; (10) market demand for ground lease capital;
(11) SAFE's ability to source new ground lease investments; (12)
the availability of funds to complete new ground lease investments;
(13) risks that the rent adjustment clauses in SAFE's leases will
not adequately keep up with changes in market value and inflation;
(14) risks associated with certain tenant and industry
concentrations in our portfolio; (15) conflicts of interest and
other risks associated with Star Holdings' external management
structure and its relationships with SAFE and other significant
investors; (16) risks associated with using debt to fund SAFE's
business activities (including changes in interest rates and/or
credit spreads, the ability to source financing at rates below the
capitalization rates of our assets, and refinancing and interest
rate risks); (17) risks that tenant rights in certain of our ground
leases will limit or eliminate the Owned Residual Portfolio
realizations from such properties; (18) general risks affecting the
real estate industry and local real estate markets (including,
without limitation, the potential inability to enter into or renew
ground leases at favorable rates, including with respect to
contractual rate increases or participating rent); (19) dependence
on the creditworthiness of our tenants and their financial
condition and operating performance; (20) the war in Ukraine and escalating geopolitical tensions
as a result of Russia's invasion
of Ukraine; and (21) competition
from other ground lease investors and risks associated with our
failure to qualify for taxation as a REIT, as amended. Please refer
to the section entitled "Risk Factors" in our Form 10-K and any
subsequent reports filed with the SEC for further discussion of
these and other investment considerations. SAFE expressly disclaims
any responsibility to update or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
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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