Current Report Filing (8-k)

Date : 11/22/2019 @ 9:11PM
Source : Edgar (US Regulatory)
Stock : Safehold Inc (SAFE)
Quote : 52.94  0.62 (1.19%) @ 8:17PM
Safehold share price Chart

Current Report Filing (8-k)

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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)

 

     
Maryland 001-38122 30-0971238

(State or other jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification Number)

     
1114 Avenue of the Americas, 39th Floor
New York
, New York
 

 

10036

(Address of principal executive offices)   (Zip Code)

 

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)

 

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  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   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   SAFE   NYSE

 

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. x

 

 

 

 

 

 

 

ITEM 1.01 Entry into a Material Definitive Agreement and ITEM 3.02 Unregistered Sales of Equity Securities.

 

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 Financial Statements and Exhibits

 

(d) Exhibits.

 

1.1*   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
   
5.1*   Opinion of Clifford Chance US LLP regarding the legality of the shares of common stock
     
10.1   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)
   
23.1*   Consent of Clifford Chance US LLP (included in Exhibit 5.1)
     
104   Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document

 

 

* Filed herewith.

 

 

-2-
 

 

 

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.

 

  SAFEHOLD INC.

 

Date:November 22, 2019 By:   /s/ Jay Sugarman
      Jay Sugarman
      Chairman and Chief Executive Officer

 

 

-3-
 

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