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.
