Safehold Inc. New · NYSE:SAFE
Safehold Inc. New — iStar — Merger or Acquisition (February 2023)
10 slides from Safehold Inc. New's merger presentation, Feb 23, 2023
Slide 1: iStar Proxy Solicitation Presentation February 2023
iStar Proxy Solicitation Presentation February 2023 Filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 6(b) of the Securities Exchange Act of 1934 Filing Person: iStar Inc. Subject Company: iStar Inc. Commission File Number: 333 - 268822
Slide 2: Forward-Looking Statements and Other Matters
Forward - Looking Statements and Other Matters Forward - Looking Statements Certain matters discussed in this document may be forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 . We have tried, whenever possible, to identify these statements by us
Slide 3: Executive Summary
Creates a stronger and more independent Safehold that is well - positioned for future growth and increasing scale Represents culmination of multi - year strategy to grow the innovative ground lease ecosystem and establish Safehold as the market leader Retire iStar’s outstanding liabilities (primaril
Slide 4: Transaction Summary: iStar and Safehold combining in a tax-free reorganization
iStar and Safehold are combining in a tax - free reorganization – New Safehold will be the surviving company focused on growing its market leading position in the ground lease space In connection with the transaction, iStar has agreed to retire ~$2.1 billion of liabilities using cash on - hand and p
Slide 5: Transaction Detail
Proportionate Interest In (1) Excludes ~6.6m SAFE shares distributed to STAR shareholders on December 7, 2022. (2) Gross book value pro forma for legacy asset sales projected to occur prior to closing. (3) Assumes 3/31 closing date and represents merger consideration. Subject to change if transactio
Slide 6: Full Resolution of iStar's Liabilities
Full Resolution of iStar’s Liabilities ~41M SAFE Shares 1 ~$0.4b Legacy Assets Merger Consideration ~$1.5b Cash ~$0.1b 3 GLX Assets iStar Asset $200M MSD Partners Sale $140M Margin Loan Proceeds $100M Term Loan Proceeds ~6.6M shares distributed to STAR shareholders on 12/7/22 ~13.3M shares to STAR s
Slide 7: Transforming Into a Stronger Safehold
Transforming Into a Stronger Safehold Accretive outcome for iStar shareholders that best positions New Safehold to expand its market - leading position Commentary Structure Internally Managed x Retains management team and IP and removes perceived go - forward conflict of external management structur
Slide 8: Star Holdings Overview and Rationale
$140m $100m ~$560m Margin Loan Term Loan Book Equity ~$350m $400m $50m Real Estate GBV SAFE Shares Cash Star Holdings, an independent company to be spun off from iStar concurrent shortly before closing of the merger, will be externally managed by New Safehold and will own interests in iStar’s legacy
Slide 9: Conclusion
Conclusion The proposed transaction between iStar and Safehold provides current iStar shareholders a comprehensive solution to maximize its sum - of - the - parts value Provides dedicated vehicle and sufficient time to monetize legacy assets Enhances long - term value of Safehold, iStar’s largest an
Slide 10: Special Meeting of Stockholders
Special Meeting of Stockholders iStar Special Meeting of Stockholders Date March 9, 2023 at 9:00 a.m. EST Format Virtual Agenda STAR Merger Proposal STAR Stock Issuance Proposal STAR Non - Binding Advisory Compensation Proposal STAR Adjournment Proposal, if necessary or appropriate Proxy Solicitor I