0001104659-24-029461.txt : 20240229 0001104659-24-029461.hdr.sgml : 20240229 20240229172049 ACCESSION NUMBER: 0001104659-24-029461 CONFORMED SUBMISSION TYPE: FWP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240229 DATE AS OF CHANGE: 20240229 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Safehold GL Holdings LLC CENTRAL INDEX KEY: 0001846112 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP SEC ACT: 1934 Act SEC FILE NUMBER: 333-271113-01 FILM NUMBER: 24705190 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 930-9400 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: Safehold Operating Partnership LP DATE OF NAME CHANGE: 20210212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Safehold Inc. CENTRAL INDEX KEY: 0001095651 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 956881527 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: FWP BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2129309400 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ISTAR INC. DATE OF NAME CHANGE: 20150825 FORMER COMPANY: FORMER CONFORMED NAME: ISTAR FINANCIAL INC DATE OF NAME CHANGE: 20000501 FORMER COMPANY: FORMER CONFORMED NAME: STARWOOD FINANCIAL INC DATE OF NAME CHANGE: 19990923 FWP 1 tm247219d4_fwp.htm FWP

Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Nos. 333-271113
and 333-271113-01

Safehold GL Holdings LLC

$300,000,000 6.100% Senior Notes due 2034

Fully and unconditionally guaranteed by Safehold Inc.

February 29, 2024 Term Sheet

Issuer:	Safehold GL Holdings LLC
Guarantor:	Safehold Inc.
Security:	6.100% Senior Notes due 2034 (the “Notes”)
Expected Ratings (Moody’s / Fitch)*:	A3 / BBB+
Aggregate Principal Amount:	$300,000,000
Stated Maturity Date:	April 1, 2034
Issue Price:	98.957% of the principal amount
Coupon (Interest Rate):	6.100% per annum
Yield to Maturity:	6.240%
Benchmark Treasury:	UST 4.000% due February 15, 2034
Benchmark Treasury Price and Yield:	98-02 / 4.240%
Spread to Benchmark Treasury Yield:	+200 basis points
Interest Payment Dates:	April 1 and October 1 of each year, beginning on October 1, 2024
Optional Redemption:	Prior to January 1, 2034 (three months prior to the Stated Maturity Date of the Notes), “make-whole” call at T+30 basis points (calculated as though the actual Stated Maturity Date of the Notes was January 1, 2034) On or after January 1, 2034 (three months prior to the Stated Maturity Date of the Notes), par call
CUSIP / ISIN:	785931AA4 / US785931AA40
Trade Date:	February 29, 2024

Settlement Date:	March 4, 2024 (T+2);
Joint Book-Running Managers:	J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC Truist Securities, Inc. Mizuho Securities USA LLC Barclays Capital Inc. SMBC Nikko Securities America, Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC
Senior Co-Managers:	Raymond James & Associates, Inc. Capital One Securities, Inc.
Co-Managers:	BNP Paribas Securities Corp. B. Riley Securities, Inc. Citizens JMP Securities, LLC

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The Issuer has filed a registration statement and a prospectus with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and the related preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the underwriters can arrange to send you the prospectus and related preliminary prospectus supplement if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Truist Securities, Inc. toll-free at 1-800-685-4786. This information does not purport to be a complete description of these securities or the offering. Please refer to the preliminary prospectus supplement for a complete description of the securities. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.