2022 Highlights
2022 included strong financial performance, continued portfolio growth and market expansion, multiple Caret investment rounds, accretive long-term equity and debt capital raises, and the announcement of a strategic combination with iStar. This transformative merger creates the only self-managed ground lease company in the public markets, enhancing our ability to grow the ground lease industry and drive the next phase of Safehold’s growth.
closed in 2022
cost basis(2)
lease portfolio
over 30 top MSAs
Capital Raised in 2022
(1) The portfolio is presented using Aggregate Gross Book Value. As of 12/31/22, the portfolio included $308m of forward commitments that have not yet been funded (such funding commitments are subject to certain conditions). There can be no assurance Safehold will fully fund these transactions.
(2) Investments in 2022 include $257m of forward commitments that have not yet been funded as of 12/31/22. There can be no assurance that Safehold will fully fund these transactions.
Growing Customer Adoption and Retention
High Customer Retention
of customers have closed multiple deals with Safehold
64%of existing customers have looked at or are currently reviewing another deal
Diversified Customer Base(1)
Source: Internal CRM tracking metrics.
(1) Based on numbers of unique sponsors
(2) Excludes Ground Lease Plus, IPO assets, deals in which iStar was the sponsor, and acquisition ground leases
A Transformative Transaction
Safehold recently completed a transformational transaction that internalized management and expanded shareholder liquidity, enhancing our ability to grow the modern ground lease industry and unlocking significant shareholder value.
Specifically, Safehold will be strengthened by:
Better Structure:
Enables Safehold to internalize with the same management team who built the modern ground lease industry over the past five years. It also enhances governance, widely distributes voting power, and expands the number of independent directors on the Board.
Better Debt & Equity Profile:
Expands SAFE’s universe of potential equity investors, given its new internalized management structure and enhanced free float and liquidity profile. It further enhances credit ratings momentum by directly addressing key rating agency concerns related to governance.
Better Cost & Economics:
Reduces Safehold go-forward operating costs by an estimated $25 million annually by 2026 versus projected increasing management fees and reimbursable costs in an externally managed structure. It also enables Safehold to acquire iStar’s interest in the Ground Lease Plus and Leasehold Loan funds and provides for transitional management fee revenue from SpinCo.
Safehold is the only pure-play ground lease company in the public markets, owning the largest portfolio of institutional quality ground leases in the country. This transaction further strengthens Safehold’s competitive advantages as we fundamentally change the way commercial real estate is owned in the U.S.
Revenue & Earnings Growth
| FY’22 | FY’21 | Y/Y Growth | ||||
| Revenue | $270.3m | $187.0m | 45% | |||
| Net IncomeAttributable to Safehold Inc. common shareholders | GAAP | $135.4m | $73.1m | 85% | ||
| Excluding Merger & Caret Related Costs(1) and Non-Recurring Gains(2) | $98.5m | $71.4m | 38% | |||
| Earning per Share | GAAP | $2.21 | $1.35 | 64% | ||
| Excluding Merger & Caret Related Costs(1) and Non-Recurring Gains(2) | $1.61 | $1.31 | 22% | |||
(1) Merger and Caret related costs were $3.2m in Q4 ’22, $9.4m FY ’22 and $0.1m FY ’21 from legal, tax, accounting and miscellaneous.
(2) Non-recurring gains include $46.4m gain on sale of Net Investment in Lease (net of Caret distribution) in Q3 ’22 and $1.8m selling profit from sales-type leases in Q3 ’21.
Breakthrough Innovation – The Evolution of Caret
Just as a ground lease splits the property into two investments, the land and the building, Caret generally enables us to split our portfolio of ground leases into two investments: (1) the right to the rent stream, the original cost basis and certain other cash flows (GL Units) and (2) the right to the capital appreciation above the original cost basis under specified circumstances (Caret Units).
Contractual future ownership of a growing portfolio of institutional properties in major markets creates a highly attractive asset that can be monetized as a separate asset class. Caret is the vehicle through which we intend to realize the large and growing capital gains associated with Safehold’s rapidly expanding modern ground lease portfolio.
2022 Caret Momentum
Investment Rounds
- Series A Round: In Q1 ’22, 6 investors purchased or committed to purchase 1.37% of the then-authorized units for an aggregate $24.0m at a $1.75b valuation with redemption option(1)
-
Series B Round: In Q3 ’22, MSD Partners committed to purchase 1.0% of the then-authorized units for an aggregate $20.0m at a $2.0b valuation with no redemption option(2)
- 3 participants from Series A Round committed under same terms as MSD with no redemption feature for an aggregate $4.5m
Amendments promote alignment between Safehold and Caret and provide further clarity to investors:
- Safehold to own minimum 51% of units
- Authorized units increased from 10m to 12m
- Clear separation of ‘bond economics’ and ‘capital appreciation economics’
- Senior management will be re-vesting 25% of their current vested Caret units
Note: Ownership percentage is based on outstanding Caret units.
(1) We are obligated to seek to provide a public market listing for the Caret Units by Q1’24. If we are unable to achieve a public market liquidity event at a valuation not less than the purchase price for the Series A Caret Units, reduced by an amount equal to the amount of subsequent cash distributions on such units, then investors in the initial round will have the option to cause the redemption of their Series A Caret Units at their original purchase price as so reduced.
(2) Concurrent with and subject to the closing of the business combination and subject to Safehold shareholders’ consent to certain CARET modifications.
(3) Including commitment to purchase 28,571 units.s