--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-041210" form_type: "8-K" ticker: "SAFE" cik: "0001095651" company_name: "Safehold Inc." filed_at: "2023-04-04T23:59:59+00:00" generated_at: "2026-06-17T06:16:18.391115+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Safehold completes merger with Old SAFE and spin-off of legacy assets into Star Holdings ## Summary - Old SAFE merged into iStar Inc.; surviving entity renamed Safehold Inc. effective March 31, 2023. - Legacy assets spun off into Star Holdings via Separation and Distribution Agreement; SpinCo received 13,522,651 shares of New SAFE common stock and at least $50M cash. - Safehold assumed $750M aggregate principal of outstanding senior notes (2.800% 2031 and 2.850% 2032) and a $475M 3.98% 2052 private placement. - New $500M revolving credit facility (2023 Credit Agreement) matures July 2025; existing $1.35B revolver matures March 2024 with extension options. - MSD Partners purchased 5.4M shares at $37/share ($200M) and received board observer rights, top-up rights, and registration rights. ## SEC filing metadata - accession: 0001104659-23-041210 - form_type: 8-K - ticker: SAFE - cik: 0001095651 - company_name: Safehold Inc. - filed_at: 2023-04-04T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 8.01, 3.03, 5.01, 5.02, 5.03, 5.05, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/tm2310731d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-041210 - JSON: https://secwatch.observer/filing/0001104659-23-041210.json - Plain text: https://secwatch.observer/filing/0001104659-23-041210.txt ## Key facts - Executive change Stefan Selig was appointed as director at Safehold Inc.. - Action: appointed - Role: director source text: the directors of the Company will consist of a total of seven directors, three of whom were designated by the Company and four of whom were designated by Old SAFE: (i) Jay Sugarman, Robin Josephs and Barry W. Ridings, each a continuing director of the Board, (ii) Jesse Hom, Jay Nydick and Stefan Selig, each a former member of the Old SAFE board of directors, and (iii) Marcos Alvarado, the Company’s President and Chief Investment Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Executive change Marcos Alvarado was appointed as director at Safehold Inc.. - Action: appointed - Role: director source text: the directors of the Company will consist of a total of seven directors, three of whom were designated by the Company and four of whom were designated by Old SAFE: (i) Jay Sugarman, Robin Josephs and Barry W. Ridings, each a continuing director of the Board, (ii) Jesse Hom, Jay Nydick and Stefan Selig, each a former member of the Old SAFE board of directors, and (iii) Marcos Alvarado, the Company’s President and Chief Investment Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Executive change Clifford De Souza departed as director at Safehold Inc.. - Action: not designated - Role: director source text: each of Clifford De Souza, Richard Lieb and David Eisenberg were not designated as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Executive change Jesse Hom was appointed as director at Safehold Inc.. - Action: appointed - Role: director source text: the directors of the Company will consist of a total of seven directors, three of whom were designated by the Company and four of whom were designated by Old SAFE: (i) Jay Sugarman, Robin Josephs and Barry W. Ridings, each a continuing director of the Board, (ii) Jesse Hom, Jay Nydick and Stefan Selig, each a former member of the Old SAFE board of directors, and (iii) Marcos Alvarado, the Company’s President and Chief Investment Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Executive change Richard Lieb departed as director at Safehold Inc.. - Action: not designated - Role: director source text: each of Clifford De Souza, Richard Lieb and David Eisenberg were not designated as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Executive change David Eisenberg departed as director at Safehold Inc.. - Action: not designated - Role: director source text: each of Clifford De Souza, Richard Lieb and David Eisenberg were not designated as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Executive change Jay Nydick was appointed as director at Safehold Inc.. - Action: appointed - Role: director source text: the directors of the Company will consist of a total of seven directors, three of whom were designated by the Company and four of whom were designated by Old SAFE: (i) Jay Sugarman, Robin Josephs and Barry W. Ridings, each a continuing director of the Board, (ii) Jesse Hom, Jay Nydick and Stefan Selig, each a former member of the Old SAFE board of directors, and (iii) Marcos Alvarado, the Company’s President and Chief Investment Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Governance Changes Safehold Inc.: Amended and restated charter to eliminate supermajority voting requirements. - Change: charter amendment source text: the Company amended and restated its restated charter (the “New SAFE Charter”), effective as of the Merger Effective Time. The New SAFE Charter is similar to Old SAFE’s charter in all material respects, except that certain supermajority voting requirements have been eliminated. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Governance Changes Safehold Inc.: Amended charter to effect reverse stock split and change par value of common stock. - Change: charter amendment source text: the restated charter of the Company (then known as iStar Inc.) was amended to effect the Reverse Stock Split (the “Reverse Split Charter Amendment”). Immediately after the Reverse Stock Split, the charter was further amended to change the par value of each issued and outstanding share of STAR Common Stock to $0.01 per share of common stock (the “Par Value Charter Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Governance Changes Safehold Inc.: Adopted new code of ethics and business conduct (effective 2023-03-31). - Change: code of ethics - Effective: 2023-03-31 source text: On March 31, 2023, the Board adopted a new code of ethics and business conduct that applies to the Company’s directors, officers and employees, copies of which are available on the Company’s website at www.safeholdinc.com. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - Governance Changes Safehold Inc.: Amended and restated bylaws to update proxy rules, remote meetings, board size, and other governance provisions. - Change: bylaw amendment source text: the Company amended and restated its bylaws (the “New SAFE Bylaws”), effective as of the Merger Effective Time. The New SAFE Bylaws are similar to the prior bylaws of iStar Inc. in all material respects, except that the New SAFE Bylaws address the universal proxy rules adopted by the SEC, add clarifications for remote meetings of stockholders and modernize language about the size of the board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - M&A Transactions Safehold Inc. underwent a change of control involving Old SAFE (Safehold Inc.) (closed 2023-03-31). - Action: change of control - Counterparty: Old SAFE (Safehold Inc.) - Closing: 2023-03-31 source text: On March 31, 2023, the Company and Old SAFE, completed the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm - M&A Transactions Safehold Inc. completed a disposition involving SpinCo (iStar Inc. shareholders) (closed 2023-03-31). - Action: disposition - Counterparty: SpinCo (iStar Inc. shareholders) - Closing: 2023-03-31 source text: Immediately prior to the closing of the Merger, the Company (then known as iStar Inc.) completed the Spin-Off. evidence_url: https://www.sec.gov/Archives/edgar/data/1095651/000110465923041210/0001104659-23-041210-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.