UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 31, 2021, Safehold Operating Partnership LP (the “Operating Partnership”) entered into an unsecured revolving loan agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, and certain other financial institutions party thereto (the “Credit Agreement”) and paid off and terminated its prior secured revolving loan agreement, dated as of November 6, 2019, by and among Bank of America, N.A., as administrative agent, the other loan parties party thereto and certain other financial institutions party thereto. The Credit Agreement provides for $1 billion of revolving loan commitments with a maturity date of March 31, 2024, with two one-year extension options. The Credit Agreement also includes an accordion feature to increase the revolving commitments or add one or more tranches of term loans up to an aggregate of $1.35 billion, subject to obtaining lender commitments and the satisfaction of certain customary conditions. The Credit Agreement provides that the revolving loans will bear interest, at the Operating Partnership’s option, at the rate of (x) eurodollar rate plus an applicable margin ranging from 0.900% to 1.450% depending on the Operating Partnership’s credit rating, (y) LIBOR floating rate plus an applicable margin ranging from 0.900% to 1.450% depending on the Operating Partnership’s credit rating or (z) base rate plus an applicable margin ranging from 0.000% to 0.450% depending on the Operating Partnership’s credit rating.
Safehold Inc. (the “Company”) is required to comply with the following financial covenants under the Credit Agreement:
| • | Ratio of Consolidated EBITDA to annualized fixed charges not less than 1.15:1.00; and |
| • | Ratio of total unencumbered assets to total unsecured debt not less than 1.33:1.00. |
The Credit Agreement contains customary affirmative and negative covenants that, among other things, limit the Operating Partnership’s ability to (or permit certain subsidiaries to), subject to various exceptions and limitations, pay dividends and enter into certain transactions. A breach of such covenants or any other event of default would entitle the administrative agent to accelerate the Operating Partnership’s debt obligations.
Pursuant to the Credit Agreement, the Company gave a guaranty pursuant to which it has absolutely and unconditionally guaranteed the payment and performance of the obligations of the Operating Partnership under the Credit Agreement as and when due and payable.
The foregoing summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth in Item 1.01 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit 104 Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document)
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: | March 31 , 2021 | By: | /s/ JEREMY FOX-GEEN |
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Jeremy Fox-Geen Chief Financial Officer |