This Amendment No. 17 on Schedule 13D (the Schedule 13D) relating to shares of common stock, $0.01 par value per share (the Shares), of Safehold Inc., a Maryland corporation (the Issuer), is being filed by iStar Inc., a Maryland corporation (iStar), and supplements and amends the statement on Schedule 13D originally filed with the Commission on June 27, 2017 (as amended, the Statement).
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds used by iStar to acquire the Shares reported in Item 5(c) was $314,645,032. iStar used its working capital to make such purchases. In addition, iStar received 64,101 Shares as payment of third quarter 2019 management fees under its management agreement with the Issuer.
Item 4. Purpose of Transaction
iStars purchases of additional Shares, as reported in Item 5(c) of this Statement, were made in order to increase its equity interest in the Issuer and, in the case of Shares acquired directly from the Issuer, to provide equity capital to the Issuer for use in its business. See also Item 6.
Item 5. Interest in Securities of the Issuer.
(a) As of November 22, 2019, iStar beneficially owns 31,166,602 Shares directly, or approximately 65.2% of the outstanding Shares. Annex A sets forth the number of Shares and the aggregate percentage of the outstanding Shares beneficially owned by each of iStars executive officers and directors.
(c) Since filing Amendment No. 16 to the initial Statement, iStar acquired a total of 10,432,439 Shares (including 64,101 Shares received on October 31, 2019 as payment of quarterly management fees).
iStar acquired 544,809 Shares through open-market purchases conducted under a written plan for trading securities within the meaning of Rule 10b5-1 promulgated under the Securities and Exchange Act of 1934, as amended. Further details regarding these purchases are set forth below.
As discussed on Item 6, on August 12, 2019, iStar purchased 6,000,000 Shares pursuant to a private placement purchase agreement with the Issuer at a purchase price of $28.00 per share, equal to the public offering price per share in the concurrent public offering of the Shares. For more information, please see the Issuers Current Report on Form 8-K, filed with the Commission on August 12, 2019.
As discussed on Item 6, on November 22, 2019, iStar purchased 3,823,529 Shares pursuant to a private placement purchase agreement with the Issuer at a purchase price of $34.00 per share, equal to the public offering price per share in the concurrent public offering of the Shares. For more information, please see the Issuers Current Report on Form 8-K, filed with the Commission on November 22, 2019.
On October 31, 2019, iStar acquired 64,101 Shares in payment of the quarterly management fee due for the third quarter 2019 pursuant to the Management Agreement between the Issuer and SFTY Manager LLC, a wholly-owned subsidiary of iStar.
Trade Date
|
|
No. of Shares
|
|
Price per Share ($)
|
|
Cost ($)
|
|
July 29, 2019
|
|
5,000
|
|
33.807
|
|
169,120.00
|
|
July 30, 2019
|
|
5,000
|
|
33.254
|
|
166,356.00
|
|
July 31, 2019
|
|
5,000
|
|
33.191
|
|
166,040.00
|
|
August 1, 2019
|
|
5,000
|
|
33.428
|
|
167,229.50
|
|
August 2, 2019
|
|
4,730
|
|
33.254
|
|
158,494.74
|
|
August 14, 2019
|
|
7,500
|
|
28.529
|
|
214,101.00
|
|
August 15, 2019
|
|
7,500
|
|
28.178
|
|
211,467.00
|
|
August 15, 2019
|
|
25,000
|
|
28.624
|
|
716,027.50
|
|
August 16, 2019
|
|
7,500
|
|
28.963
|
|
217,350.75
|
|
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On August 12, 2019, iStar entered into a private placement purchase agreement with the Issuer, pursuant to which iStar purchased from the Issuer 6,000,000 Shares at a purchase price of $28.00 per share, for a total purchase price of $168,000,000. On November 22, 2019, iStar entered into a private placement purchase agreement with the Issuer, pursuant to which iStar purchased from the Issuer 3,823,529 Shares at a purchase price of $34.00 per share, for a total purchase price of $129,999,986.
All Shares are be subject to the voting power limitations contained in the Stockholders Agreement, dated as of January 2, 2019, between the Issuer and iStar, as reported in Amendment No. 13 to the Initial Statement, which limits iStars voting power in the Issuer to 41.9%.
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Annex A
INFORMATION REGARDING THE DIRECTORS AND
EXECUTIVE OFFICERS OF iSTAR, INC.
I. Set forth below is the name and present principal occupation or employment of each director and executive officer of iStar. Unless otherwise indicated, all persons identified below are United States citizens. Directors of iStar are identified by an asterisk.
Name
|
|
Principal Occupation/Employment
|
|
|
|
*Jay Sugarman
|
|
Chairman and Chief Executive Officer of iStar Inc.
|
*Clifford de Souza
|
|
Private investor
|
*Robin Josephs
|
|
Private investor
|
*Barry Ridings
|
|
Senior advisor, Lazard Freres & Co.
|
*Richard Lieb
|
|
Senior advisor, Greenhill & Co., LLC
|
Marcos Alvarado
|
|
President and Chief Investment Officer
|
II. Set forth below are the number of Shares, and the percentage of the outstanding Shares, beneficially owned by each of the directors and executive officers of iStar Inc. Directors of iStar are identified by an asterisk.
Name
|
|
No. of Shares
|
|
% of Outstanding Shares
|
|
|
|
|
|
*Jay Sugarman
|
|
104,782
|
+
|
**
|
*Clifford de Souza
|
|
2,500
|
|
**
|
*Robin Josephs
|
|
41,250
|
*
|
**
|
*Barry Ridings
|
|
2,500
|
|
**
|
*Richard Lieb
|
|
0
|
|
**
|
Marcos Alvarado
|
|
25,891
|
|
**
|
+ This consists of 31,764 Shares owned by Mr. Sugarman and 73,018 Shares owned by trusts.
* This consists of 6,250 Shares owned by Ms. Josephs, 25,000 owned by her family trust, and 10,000 restricted stock units granted to her on May 8, 2019, representing the right to receive 10,000 Shares when the units settle on July 1, 2022. These restricted stock units are fully vested as of the grant date.
** Under 0.1%.
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