SEC Form SC 13D filed by iStar Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Safehold Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

78646V107

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 31, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This statement on Schedule 13D (the “Schedule 13D”) is being filed by the undersigned, pursuant to §240.13d-1(a), with respect to the shares of common stock, $0.01 par value per share, (the “Shares”) of Safehold Inc., a Maryland corporation (f/k/a iStar Inc.) (the “Company”), whose principal executive offices are located at 1114 Avenue of the Americas, 39th Floor, New York, NY 10036.

(a-c, f) This Schedule 13D is filed by GIC Private Limited (“GIC”), GIC Real Estate Private Limited (“GIC REPL”), GIC Real Estate, Inc. (“GIC RE Inc.”) and SFTY Venture LLC (“SFTY Venture”, and, together with GIC, GIC REPL and GIC RE Inc., the “Reporting Persons” and each, a “Reporting Person”). GIC is a global investment management company established in 1981 under the Singapore Companies Act to manage the Government of Singapore’s foreign reserves. GIC is a private company limited by shares organized under the laws of the Republic of Singapore. GIC REPL is a wholly owned subsidiary of GIC and is the real estate investment arm of GIC. GIC REPL is a private company limited by shares organized under the laws of the Republic of Singapore. GIC RE Inc. is the investment manager for SFTY Venture, and is a corporation organized under the laws of the State of Delaware. SFTY Venture, a Delaware limited liability company, is a holding company. The principal business address for each of GIC and GIC REPL is 168, Robinson Road, #37-01 Capital Tower, Singapore 068912. The principal business address of GIC RE Inc. is One Bush Street, Suite 1100, San Francisco, CA 94104. The principal business address of SFTY Venture is c/o GIC Real Estate, Inc., 280 Park Avenue, 9th Floor, New York, NY 10017.

The following are each of the executive officers and directors of GIC and their respective address, occupation and citizenship:

The following are each of the executive officers and directors of GIC REPL and their respective address, occupation and citizenship:

The following are each of the executive officers and directors of GIC RE Inc. and their respective address, occupation and citizenship:

The following are each of the executive officers and directors of SFTY Venture and their respective address, occupation and citizenship:

(d) Each Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Each Reporting Person and, to the best of its knowledge, each executive officer and director of the Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

On March 31, 2023, iStar Inc. (“iStar”) acquired Safehold Inc. (“Old Safehold”) pursuant to the terms of that certain Agreement and Plan of Merger, dated as of August 10, 2022 (the “Merger Agreement”), entered into by and among iStar and Old Safehold.  Pursuant to the Merger Agreement, Old Safehold merged with and into iStar, with iStar surviving the merger (the “Merger”) and changing its name to “Safehold Inc.” (the current issuer).  Pursuant to the terms of the Merger Agreement, each Old Safehold share of common stock outstanding immediately prior to the effective time of the Merger (other than certain excluded shares) automatically converted into the right to receive one newly issued share of iStar common stock. In the Merger, GIC acquired 2,123,435 Shares, and SFTY Venture acquired 2,125,000 Shares.

The information in Item 6 of this Schedule 13D is incorporated herein by reference.

The Reporting Persons acquired the Shares for investment purposes, subject to the following:

The Reporting Persons intend to review on a continuing basis their investments in the Company. The Reporting Persons may communicate with the board of directors of the Company (the “Board”), members of management and/or other stockholders from time to time with respect to operational, strategic, financial or governance matters or otherwise work with management and the Board with a view to maximizing stockholder value. Such discussions and actions may be preliminary and exploratory in nature, and may not rise to the level of a plan or proposal. The Reporting Persons may seek to acquire additional securities of the Company (which may include rights or securities exercisable or convertible into securities of the Company) from time to time, in each case, in open market or private transactions, block sales or otherwise, including in connection with extraordinary corporate transactions, such as a tender offer, merger or consolidation that would result in the de-listing of the Shares, and/or may seek to sell or otherwise dispose of some or all of the Company’s securities from time to time. The Reporting Persons expect to continue to actively evaluate such transactions, and to take other actions intended to position the Reporting Persons to opportunistically engage in one or more of such transactions in the future. Subject to the agreements described herein, any transaction that any of the Reporting Persons may pursue may be made at any time and from time to time without prior notice and will depend on a variety of factors, including, without limitation, the price and availability of the Company’s securities, subsequent developments affecting the Company, the Company’s business and the Company’s prospects, other investment and business opportunities available to such Reporting Persons, general industry and economic conditions, the securities markets in general, tax considerations and other factors deemed relevant by such Reporting Persons.

On March 31, 2023, upon the closing of the Merger, Jesse Hom, an employee of GIC or one of its affiliates, was appointed to serve as a member of the Board. In such capacity, Mr Hom and the Reporting Persons may have influence over the corporate activities of the Company, including activities which may relate to items described in Item 4 of this Schedule 13D.

Except as described in this Schedule 13D, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions described in Item 4 of this Schedule 13D, although, the Reporting Persons, at any time and from time to time, may review, reconsider and change their position and/or change their purpose and/or develop such plans and may seek to influence management of the Company or the Board with respect to the business and affairs of the Company and may from time to time consider pursuing or proposing such matters with advisors, the Company or other persons.

(a) - (b) Calculations of the percentage of Shares beneficially owned are calculated in accordance with Rule 13d-3 and assumes that there are approximately 63,929,647 Shares outstanding as reported in the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (“SEC”) on April 4, 2023.

The aggregate number and percentage of Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

GIC directly holds 2,123,435 Shares and SFTY Venture directly holds 2,125,000 Shares.

GIC is a fund manager and only has two clients: the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and the sole power to dispose of 2,123,435 shares beneficially owned by it.

GIC RE Inc., the investment manager for SFTY Venture, has the power to vote and dispose of the 2,125,000 shares held by SFTY Venture. GIC RE Inc. shares such powers with GIC REPL and GIC.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. Each Reporting Person expressly disclaims beneficial ownership of such Shares and any assertion or presumption that it or he and the other persons on whose behalf this Schedule 13D is filed constitute a “group.”

(c) Except as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the executive officers or directors of the Reporting Persons, has effected any transactions in the Shares during the past 60 days.

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of such persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein as beneficially owned by the Reporting Persons.

(e) This Item 5(e) is not applicable.

The response to Item 4 is incorporated by reference herein.

In connection with Old Safehold’s initial public offering, SFTY Venture entered into a stockholder’s agreement with Old Safehold, dated as of April 14, 2017 (the “Stockholder’s Agreement”), which has been assumed by the Company in connection with the Merger.  Pursuant to the terms of the Stockholder’s Agreement, SFTY Venture has the right to purchase additional Shares up to an amount equal to 10% of future issuances of Shares by the Company in single issuances of at least $1 million, and on a quarterly basis in respect of other issuances. The purchase price paid by SFTY Venture will be the same price as the price per share implied by the transaction that resulted in the relevant issuance, and for issuances pursuant to Company equity incentive plans, will be based on prevailing market prices for Shares. SFTY Venture also has the right to designate a non-voting board observer who will be entitled to participate in meetings of the Board, present matters for consideration, speak on matters presented by others, receive notices of board meetings, receive board minutes and meet with management, subject to certain confidentiality and other restrictions. In addition, SFTY Venture will have the right to participate as a co-investor in real estate investments for which the Company seeks co-investment partners. The foregoing rights are conditioned on SFTY Venture owning at least the lesser of (i) 5.0% of the outstanding Shares and (ii) Shares with a value of $50 million. Notwithstanding the foregoing, SFTY Venture’s co-investment right is conditioned on the same ownership requirement only after the third anniversary of the closing of Old Safehold’s initial public offering.

In connection with Old Safehold’s initial public offering, SFTY Venture entered into a registration rights agreement with Old Safehold and other parties thereto, dated as of April 14, 2017 (the “Registration Rights Agreement”), which has been assumed by the Company in connection with the Merger. The Registration Rights Agreement requires the Company to, among other things, file with the SEC a shelf registration statement providing for the resale of SFTY Venture’s Shares acquired in connection with certain transactions related to Old Safehold’s IPO and any additional Shares acquired by SFTY Venture thereafter. Pursuant to the terms of the Old Safehold Registration Rights Agreement, SFTY Venture may sell its shares in underwritten offerings and the Company must use its reasonable best efforts to cause a resale shelf registration statement to become effective as soon as practicable after its filing.

The foregoing summary of the Stockholders Agreement and Registration Rights Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the Stockholder’s Agreement and Registration Rights Agreement, each of which is filed as an exhibit to this Schedule 13D and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 10, 2023

Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001).