As filed with the Securities and Exchange Commission on May 31, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Safehold Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 95-6881527 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1114 Avenue of the Americas, 39th Floor
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
Safehold Inc. 2009 Amended and Restated Long-Term Incentive Plan
(Full title of the plan)
Jay Sugarman
Chief Executive Officer
Safehold Inc.
1114 Avenue of the Americas, 39th Floor
New York, New York 10036
(Name and address of agent for service)
(212) 930-9400
(Telephone number, including area code, of agent for service)
Copy to:
Julian T.H. Kleindorfer, Esq.
Lewis W. Kneib, Esq.
Alexa M. Berlin, Esq.
Latham & Watkins LLP
355 South Grand Avenue
Los Angeles, California 90071
(213) 485-1234
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12-b2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
| Emerging growth company | ¨ |
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 7(a)(2)(B) of the Securities Act
¨
INTRODUCTION
On March 31, 2023, Safehold Inc. (“Old Safehold”) merged with and into iStar Inc. (“iStar”), at which time Old Safehold ceased to exist, and iStar continued as the surviving corporation and changed its name to “Safehold Inc.”
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Safehold Inc. (formerly known as iStar Inc. and referred to herein as “our,” “we” or “us”) relating to an additional 1,000,000 shares of Common Stock issuable to our eligible officers, key employees, directors and advisors under the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (the “Plan”).
These shares being registered pursuant to this Registration Statement are the same class as other securities for which earlier Registration Statements on Form S-8 (File Nos. 333-275899, 333-259173 and 333-183465) (together, the “Prior Registration Statements”) were filed by us with the Securities and Exchange Commission (the “Commission”) on December 5, 2023, August 30, 2021 and August 21, 2012, respectively.
In accordance with General Instruction E of Form S-8, this Registration Statement incorporates by reference and makes a part hereof the contents of the Prior Registration Statements to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
We are not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference |
The Commission allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this Registration Statement, and information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the following documents we filed with the Commission:
| (a) | Our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on February 13, 2024. | |
| (b) | Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the Commission on May 7, 2024; | |
| (c) | Our Current Reports on Form 8-K filed with the Commission on January 16, 2024 (other than the information furnished pursuant to Item 7.01 and Exhibit 99.1), February 12, 2024 (Film No. 24620226), March 4, 2024, April 15, 2024, May 6, 2024 (Film No. 24917931) and May 16, 2024; | |
| (d) | Our Proxy Statement on Schedule 14A for the 2024 Annual Meeting of Stockholders, filed by the Company with the SEC on April 5, 2024 (with respect to the information contained therein that is incorporated by reference in Part III of our Annual Report on Form 10-K for the year ended December 31, 2023); and | |
| (e) | The description of our Common Stock contained in Exhibit 4.1 of our Current Report on Form 8-K filed with the Commission on April 4, 2023. |
In addition, all documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents with the Commission. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission, including our compensation committee report and performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits |
| * | Filed herewith. |
| † | Management contract or compensatory plan or arrangement. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 31st day of May, 2024.
| SAFEHOLD INC. |
| By: |
/s/ Brett Asnas | |
| By: Brett Asnas | ||
| Title: Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jay Sugarman and Brett Asnas, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement, and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
|
Name |
Title |
Date | ||
|
/s/ Jay Sugarman Jay Sugarman |
Chief Executive Officer and Director (Principal Executive Officer) |
May 31, 2024 | ||
|
/s/ Brett Asnas Brett Asnas |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 31, 2024 | ||
|
/s/ Jesse Hom Jesse Hom |
Director | May 31, 2024 | ||
|
/s/ Robin Josephs |
Director | May 31, 2024 | ||
| Robin Josephs | ||||
|
/s/ Jay Nydick |
Director |
May 31, 2024 | ||
| Jay Nydick | ||||
|
/s/ Barry W. Ridings Barry W. Ridings |
Director | May 31, 2024 | ||
|
/s/ Stefan Selig Stefan Selig |
Director | May 31, 2024 | ||
Exhibit 5.1
May 31, 2024
Safehold Inc.
1114 Avenue of the Americas, 39th Floor
New York, New York 10036
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have served as Maryland counsel to Safehold Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to 1,000,000 additional shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company that the Company may issue pursuant to the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (the “Plan”), covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement, substantially in the form in which it was transmitted;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. The Plan, certified as of the date hereof by an officer of the Company;
6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, the issuance of the Shares and the approval of the Plan, certified as of the date hereof by an officer of the Company;
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
Safehold Inc.
May 31, 2024
Page 2
8. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. The Shares will not be issued or transferred in violation of any restriction or limitation on ownership and transfer contained in the Plan or Article VII of the Charter.
6. Upon any issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
7. Each award that provides for the potential issuance of a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and any Share issued pursuant to any such Award will be issued in accordance with the terms of the Plan and such Award, including any agreement entered into in connection therewith.
Safehold Inc.
May 31, 2024
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company pursuant to the Registration Statement, the Resolutions and the Plan, and any other resolutions of the Board or a duly authorized committee thereof relating thereto, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
| Very truly yours, | |
| /s/ Venable LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 13, 2024, relating to the financial statements of Safehold Inc. and the effectiveness of Safehold Inc.'s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Safehold Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
New York, New York
May 31, 2024
Exhibit 107
EX-FILING FEES
Form S-8
(Form Type)
Safehold Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.01 per share | Rule 457(c) and Rule 457(h) | 1,000,000(2) | $18.58(3) | $18,580,000 |
0.00014760
|
$2,742.41 |
| Total Offering Amounts | $2,742.41 | ||||||
| Total Fees Previously Paid | — | ||||||
| Total Fee Offsets(4) | $1,739.62 | ||||||
| Net Fee Due | $1,002.79 | ||||||
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the registrant’s common stock, par value $0.01 per share (the “Common Stock”), that become issuable under the Safehold Inc. Amended and Restated 2009 Long-Term Incentive Plan (as amended, the “Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the registrant’s receipt of consideration that would increase the number of outstanding shares of Common Stock.
(2) Covers 1,000,000 additional shares of Common Stock available for issuance pursuant to the Plan.
(3) For purposes of computing the registration fee only. Pursuant to Rule 457(c) and 457(h) of the Securities Act, the Proposed Maximum Offering Price Per Share is based upon the average of the high and low prices of Common Stock, as reported on the New York Stock Exchange on May 29, 2024, which was $18.58 per share.
(4) See “Table 2: Fee Offset Claims and Sources” to this Exhibit 107 for information related to the fee offset.
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | |
| Rule 457(p) | |||||||||||
| Fee Offset Claims | Safehold Inc. | 424b5 | 333-271113 | August 9, 2023 | — | $1,739.62(1) | Equity | Common Stock, par value $0.01 per share | 737,666 | $15,786,052.40 | — |
| Fee Offset Sources | Safehold Inc. | 424b5 | 333-271113 | — | August 9, 2023 | — | — | — | — | — | $1,739.62 |
(1) The registrant previously filed a prospectus supplement (the “Prospectus Supplement”), dated August 7, 2023 to a prospectus, dated April 4, 2023, constituting part of its Registration Statement on Form S-3 (File No. 333-271113) relating to the offer and sale of up to 7,475,000 shares of its Common Stock, for which a filing fee of $17,628.15 was paid based on the fee rate then in effect. 975,000 shares of Common Stock remain unsold under the Prospectus Supplement, resulting in an offset fee of $2,299.32. Safehold Inc. hereby confirms that the offering that included such unsold securities has been completed. The registrant previously offset $559.70 of the fees associated with its Registration Statement on Form S-8 filed on December 4, 2023, leaving an offset fee balance of $1,739.62 available for future filings. Pursuant to Rule 457(p), the registrant is offsetting $1,739.62 of the fees associated with this Registration Statement from the filing fee previously paid in connection with the Prospectus Supplement, leaving no remaining fee balance available to offset future filings. Accordingly, an additional registration fee of $1,002.79 is being paid in connection with the filing of this Registration Statement.