8-K

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): October 31, 2023

_______________________________________________________________________________

Safehold Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-15371	95-6881527
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

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

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 ☐

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. ☐

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

Item 2.02Results of Operations and Financial Condition.

On October 31, 2023, Safehold Inc. issued an earnings release and made available on its website an earnings presentation for the quarter ended September 30, 2023. A copy of the earnings release and earnings presentation are attached as Exhibit 99.1 and Exhibit 99.2, respectively, hereto and incorporated herein by reference.

The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 7.01Regulation FD Disclosure.

On October 31, 2023, Safehold Inc. made available on its website an earnings presentation for the quarter ended September 30, 2023. A copy of the earnings presentation is attached as Exhibit 99.2 hereto and incorporated by reference.

The earnings presentation, including Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

Item 9.01Financial Statements and Exhibits.

Exhibit 99.1Earnings Release.

Exhibit 99.2Earnings Presentation.

Exhibit 104Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		Safehold Inc.
Date:	October 31, 2023	By:	/s/ BRETT ASNAS
			Brett Asnas
			Chief Financial Officer

EX-99.1

Exhibit 99.1

Press Release

Safehold Reports Third Quarter 2023 Results

NEW YORK, October 31, 2023

Safehold Inc. (NYSE: SAFE) reported results for the third quarter 2023.

SAFE published a presentation detailing these results which can be found on its website, www.safeholdinc.comin the “Investors” section.

Highlights from the earnings announcement include:

¾ Q3‘23 revenue was $85.6 million

¾ Q3‘23 net income attributable to common shareholders was ($123.0) million which includes a ($145.4) million non-cash full impairment of Goodwill related to the merger, or $22.5 million excluding this impairment and other merger and Caret related costs

¾ Q3‘23 earnings per share was ($1.81), including a loss of ($2.14) per share related to the non-cash full impairment of Goodwill related to the merger, or $0.33 excluding this impairment and other merger and Caret related costs

¾ Closed $53 million of new originations during the quarter and post quarter-end, bringing total aggregate portfolio to $6.4 billion

¾ $152 million of equity raised, including pro rata 8.5% participation from certain affiliates of MSD Partners, L.P., and management participation of $1.4 million

¾ Received credit ratings upgrade to A3 from Moody’s Investors Services

“Amid ongoing uncertainty and volatility in the market, Safehold remains committed to making the modern ground lease an important tool to increase stability and resiliency in the real estate industry,” said Jay Sugarman, Chairman and Chief Executive Officer. “With $850 million of available liquidity, a strong balance sheet and recent credit ratings upgrade to A3, we will be disciplined and opportunistic, looking to provide our customers with efficient capital as real estate activity resumes.”

1114 Avenue of the Americas

New York, NY 10036

T 212.930.9400

E investors@safeholdinc.com

The Company will host an earnings conference call reviewing this presentation beginning at 9:00 a.m. ET on Wednesday, November 1, 2023. This conference call will be broadcast live and can be accessed by all interested parties through Safehold's website and by using the dial-in information listed below:

Dial-In:	877.545.0523
International:	973.528.0016
Access Code:	818663

A replay of the call will be archived on the Company’s website. Alternatively, the replay can be accessed via dial-in from 2:00 p.m. ET on November 1, 2023 through 12:00 a.m. ET on November 15, 2023 by calling:

Replay:	877.481.4010
International:	919.882.2331
Access Code:	49301

1114 Avenue of the Americas

New York, NY 10036T 212.930.9400E investors@safeholdinc.com

Non-GAAP Financial Measures:

Net income attributable to Safehold Inc. common shareholders excluding merger & Caret related costs and non-recurring gains and EPS excluding merger & Caret related costs and non-recurring gains are non-GAAP measures used as supplemental performance measures to give management and investors a view of net income and EPS more directly derived from operating activities in the period in which they occur. Net income attributable to Safehold Inc. common shareholders excluding merger & Caret related costs and non-recurring gains is calculated as net income (loss) attributable to common shareholders, prior to the effect of non-recurring gains, and charges related to the merger, administration of Caret, origination of the Secured Term Loan to SAFE and goodwill impairment, all as adjusted to exclude corresponding amounts allocable to noncontrolling interests. It should be examined in conjunction with net income (loss) attributable to common shareholders as shown in our consolidated statements of operations. EPS excluding merger & Caret related costs and non-recurring gains is calculated as net income attributable to Safehold Inc. common shareholders excluding merger & Caret related costs and non-recurring gains divided by the weighted average number of common shares. These metrics should not be considered as alternatives to net income (loss) attributable to common shareholders or EPS, respectively (in each case determined in accordance with generally accepted accounting principles in the United States of America (“GAAP”)). These measures may differ from similarly-titled measures used by other companies. Reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures are presented below.

Earnings Reconciliation (all figures in thousands except per share figures)1
Net income attributable to Safehold Inc. common shareholders	($122,696)
Add: Impairment of Goodwill	145,365
Add: Other merger & Caret related costs	60
Net income excluding merger & Caret related costs	$22,456
Weighted average number of common shares	67,979
EPS excluding merger & Caret related costs	$0.33

¹ All numbers net of impact attributable to noncontrolling interests.

About Safehold:
Safehold Inc. (NYSE: SAFE) is revolutionizing real estate ownership by providing a new and better way for owners to unlock the value of the land beneath their buildings. Having created the modern ground lease industry in 2017, Safehold continues to help owners of high quality multifamily, office, industrial, hospitality, student housing, life science and mixed-use properties generate higher returns with less risk. The Company, which is taxed as a real estate investment trust (REIT), seeks to deliver safe, growing income and long-term capital appreciation to its shareholders. Additional information on Safehold is available on its website at www.safeholdinc.com.

Company Contact: Pearse Hoffmann
Senior Vice President
Capital Markets & Investor Relations
T 212.930.9400
E investors@safeholdinc.com

1114 Avenue of the Americas

New York, NY 10036T 212.930.9400E investors@safeholdinc.com

EX-99.2

Exhibit 99.2

Investor Relations Contact

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XML

Document and Entity Information	Oct. 31, 2023
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Oct. 31, 2023
Entity File Number	001-15371
Entity Registrant Name	Safehold Inc.
Entity Central Index Key	0001095651
Entity Tax Identification Number	95-6881527
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1114 Avenue of the Americas
Entity Address, Adress Line Two	39th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	930-9400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	SAFE
Security Exchange Name	NYSE
Amendment Flag	false
Entity Emerging Growth Company	false