Current Report Filing (8-k)
November 22 2019 - 4:11PM
Edgar (US Regulatory)
0001688852
false
0001688852
2019-11-18
2019-11-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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)
November 19, 2019
___________________
Safehold Inc.
(Exact name of registrant as specified in
its charter)
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Maryland
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001-38122
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30-0971238
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(State or other jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification Number)
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1114 Avenue of the Americas, 39th Floor
New York, New
York
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10036
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(Address of principal executive offices)
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(Zip Code)
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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)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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SAFE
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NYSE
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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 x
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 1.01
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Entry into a Material Definitive Agreement and ITEM 3.02 Unregistered Sales of Equity Securities.
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On
November 19, 2019, Safehold Inc. (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P.
Morgan Securities LLC, as representatives of the several underwriters named therein (the
“Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell, and the Underwriters
agreed to purchase, subject to the terms and conditions set forth in the Underwriting Agreement, an aggregate of
3,000,000 shares of the Company’s common stock, par value $0.01 per share ("Common Stock") at a
public offering price of $34.00 per share less underwriting discounts and commissions. In addition, the Company granted to the
Underwriters a 30-day option to purchase up to an additional 450,000 shares of Common Stock, which the underwriters
exercised in full.
The public offering
was conducted pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-226048). The offering was made
pursuant to the prospectus supplement, dated November 19, 2019, and the accompanying prospectus, dated July 12, 2018, filed
with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
Concurrently with the
completion of the public offering pursuant to the Underwriting Agreement, the Company agreed to sell in a private placement to
iStar Inc. ("iStar") 3,823,529 shares of Common Stock at a purchase price of $34.00 per share, equal
to the public offering price per share. Pursuant to an amended and restated registration rights agreement by and between the Company
and iStar, dated January 2, 2019 (the "Registration Rights Agreement"), iStar is permitted to resell such shares
of Common Stock to the public pursuant to an effective registration statement filed by the Company. The Registration Rights Agreement
also provides iStar with certain demand registration rights.
The public offering
and the concurrent private placement, which closed on November 22, 2019, will generate net proceeds of approximately $242.2 million, after deducting estimated transaction expenses and giving effect to the sale of shares in this offering
to an existing stockholder who purchased such shares at the public offering price per share (without the payment of the underwriting
discounts and commissions). The Underwriting Agreement and the Registration Right Agreement contain customary representations,
warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination
provisions.
The preceding descriptions
are qualified in its entirety by reference to the Underwriting Agreement and the Registration Rights Agreement, copies of which
are attached as Exhibit 1.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
1.1*
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Underwriting Agreement, dated November 19, 2019, by and among the Company, Safehold Operating Partnership LP and SFTY Manager, LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein
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5.1*
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Opinion of Clifford Chance US LLP regarding the legality of the shares of common stock
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10.1
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Amended and Restated Registration Rights Agreement, dated January 2, 2019, by and between the Company and iStar (filed previously by the Company as an exhibit to its Current Report on Form 8-K filed on January 3, 2019 and incorporated herein by reference)
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23.1*
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Consent of Clifford Chance US LLP (included in Exhibit 5.1)
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104
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Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document
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* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date:November 22, 2019
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By:
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/s/ Jay Sugarman
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Jay Sugarman
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Chairman and Chief Executive Officer
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