Safehold Inc.: M&A transaction — Safehold and iStar complete merger; iStar spins off legacy assets as Star Holdings

In connection with the completion of the Merger, the SAFE board of directors appointed Jesse Hom, Jay Nydick and Stefan Selig, former SAFE directors, and Marcos Alvarado, the former president and chief investment officer of SAFE, to serve on the board of directors of New SAFE.

In addition, Jay Sugarman, the former chairman and chief executive officer and a director of SAFE, and Robin Josephs, a former director of SAFE, were appointed by the STAR board of directors to serve as on the board of directors of New SAFE.

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

In addition, Jay Sugarman, the former chairman and chief executive officer and a director of SAFE, and Robin Josephs, a former director of SAFE, were appointed by the STAR board of directors to serve as on the board of directors of New SAFE.

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

In connection with the completion of the Merger, the SAFE board of directors appointed Jesse Hom, Jay Nydick and Stefan Selig, former SAFE directors, and Marcos Alvarado, the former president and chief investment officer of SAFE, to serve on the board of directors of New SAFE.

In connection with the completion of the Merger, the SAFE board of directors appointed Jesse Hom, Jay Nydick and Stefan Selig, former SAFE directors, and Marcos Alvarado, the former president and chief investment officer of SAFE, to serve on the board of directors of New SAFE.

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

In connection with the completion of the Merger, the SAFE board of directors appointed Jesse Hom, Jay Nydick and Stefan Selig, former SAFE directors, and Marcos Alvarado, the former president and chief investment officer of SAFE, to serve on the board of directors of New SAFE.

In connection with the Merger, the directors and executive officers of SAFE ceased serving in such capacities.

shares of Star Holdings (NASDAQ: STHO) to holders of record of iStar common stock as of the close of business on March 27, 2023 in a spin-off transaction. iStar distributed 0.153 common shares of Star Holdings for each share of iStar common stock. For more information regarding the merger, please refer to the definitive Joint Proxy Statement/Prospectus,

On March 31, 2023, SAFE completed its previously announced merger (the “Merger”) with and into STAR, with STAR continuing as the surviving corporation and operating under the name “Safehold Inc.” (“New SAFE”), pursuant to the Agreement and Plan of Merger, dated as August 10, 2022 (the “Merger Agreement”), by and between SAFE and STAR.

(ii) the Amended and Restated Management Agreement, dated as of January 2, 2019, by and among SAFE, SFTY Manager LLC, a Delaware limited liability company, and STAR, including any amendments thereto;

(iv) the Amended and Restated Registration Rights Agreement, dated as of January 2, 2019, by and between STAR and SAFE; and

(iii) the Exclusivity and Expense Reimbursement Agreement, dated as of June 27, 2017, by and between STAR and SAFE, including any amendments thereto;

(i) the Stockholder’s Agreement, dated as of January 2, 2019, by and between iStar Inc., a Maryland corporation (“STAR”), and Safehold Inc., a Maryland corporation (the “Company” or “SAFE”), including any amendments thereto;

greement, dated as of January 2, 2019, by and between iStar Inc., a Maryland corporation (“STAR”), and Safehold Inc., a Maryland corporation (the “Company” or “SAFE”), including any amendments thereto; (ii) the Amended and Restated Management