Safehold Inc. New filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
Term Loan Credit Agreement with Star Holdings
On March 28, 2025, Safehold Inc. (the “Company”), as lender, entered into an amendment to its previously-disclosed term loan credit agreement, dated March 31, 2023 and amended on October 4, 2023, with Star Holdings (“Star”), as borrower (the “Second Amendment”). The Second Amendment, among other things: (i) extends the maturity date of the underlying term loan facilities by one year, to March 31, 2028; (ii) provides that Star may re-borrow amounts that have been paid on the $25 million incremental facility available under the agreement for permitted purposes; and (iii) provides a restricted payments basket that will permit Star to repurchase up to $10.0 million of its common shares for cash. As of March 28, 2025, the outstanding term loan had a principal balance of $115.0 million and no outstanding borrowings on the incremental facility.
The description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Management Agreement with Star Holdings
On March 28, 2025, Safehold Management Services Inc. (the “Manager”), a wholly-owned subsidiary of the Company, entered into an amendment to its previously disclosed management agreement, dated March 31, 2023, with Star (the “First Amendment”) pursuant to which (i) the management fee payable in respect of the annual term running from April 1, 2026 through March 31, 2027 has been increased from $5.0 million to $7.5 million; and (ii) the “Termination Fee” payable to the Manager in certain circumstances has been increased from $50.0 million to $55.0 million, in each case less the aggregate amount of management fees paid prior to the termination date.
The description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is included as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| Exhibit 10.1 | Second Amendment to Amended and Restated Credit Agreement, dated as of March 28, 2025, by and between Safehold Inc., as lender, and Star Holdings, as borrower. | |
| Exhibit 10.2 | First Amendment to Management Agreement, dated as of March 28, 2025, by and between Safehold Management Services Inc. and Star Holdings. | |
| Exhibit 104 | Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| Safehold Inc. | |||
| By: | /s/ Brett Asnas | ||
| Name: | Brett Asnas | ||
| Title: | Chief Financial Officer | ||
| Date: | March 31, 2025 |