Safehold Inc. has entered into a Third Amendment to its term loan credit agreement with Star Holdings, dated September 29, 2026. The amendment extends the maturity date of the underlying term loan facilities by one year, moving the deadline from March 31, 2028, to March 31, 2029. Star Holdings has the option to extend the maturity date to September 30, 2029, provided they satisfy specific conditions, including the payment of an extension fee equal to 0.5% of the then-outstanding loans. During this extension period, the interest rate on outstanding borrowings will increase by 1.0% per annum.
In addition to the maturity extension, the agreement permits Star Holdings to make voluntary prepayments of up to $50.0 million in the aggregate. This includes the amount of any restricted cash held by the margin loan lender that is currently securing shares of Safehold common stock owned by Star Holdings. The amendment also establishes a new restricted payments basket, allowing Star Holdings to repurchase up to $10.0 million of its common shares for cash, contingent upon prepaying its margin loan facility by at least $40.0 million. Star Holdings has agreed to cease making additional borrowings under the margin loan facility. In connection with these changes, Star Holdings paid Safehold a maturity extension fee of $2.4 million. As of September 29, 2026, the outstanding term loan principal balance was $115.0 million, with no borrowings currently outstanding on the incremental facility.
Separately, Safehold Management Services Inc., a wholly-owned subsidiary of Safehold, executed a Second Amendment to its management agreement with Star Holdings. The updates include setting minimum quarterly management fees for the annual terms running from April 1, 2027, through March 31, 2029, at $1.25 million and $625,000, respectively. The termination fee payable to the Manager has been increased from $55.0 million to $62.5 million, less any fees already paid prior to the termination date. Furthermore, the window for Star Holdings to terminate the Management Agreement without cause and trigger the termination fee has been extended to March 31, 2029.
