Star Holdings entered into amendments to its credit and management agreements with Safehold Inc. on September 29, 2026. The filings detail changes to the maturity dates, fee structures, and prepayment options for the Company's debt obligations.
Under the Third Amendment to the Amended and Restated Credit Agreement, the maturity date for the underlying term loan facilities was extended by one year to March 31, 2029. The Company has the option to extend this date to September 30, 2029, provided it pays an extension fee equal to 0.5% of the outstanding loans and accepts an interest rate increase of 1.0% per annum during the extension period. In connection with this amendment, 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.
The amendment also permits the Company to make voluntary prepayments of up to $50.0 million in the aggregate, plus any restricted cash held by the margin loan lender. Additionally, a new restricted payments basket was established, allowing the repurchase of up to $10.0 million of common shares for cash, contingent upon prepaying the margin loan facility by at least $40.0 million. The Company has agreed to cease making additional borrowings under the margin loan facility.
Separately, the Company and Safehold Management Services Inc. amended the Management Agreement. The management fees for the annual terms running from April 1, 2027, through March 31, 2028, and April 1, 2028, through March 31, 2029, are now subject to minimum quarterly amounts of $1.25 million and $625,000, respectively. The termination fee payable to the Manager was increased from $55.0 million to $62.5 million, and the window for triggering this fee following a termination without cause was extended to March 31, 2029.
On September 30, 2026, the Company voluntarily paid down the outstanding balance on its margin loan facility from $94.5 million to $46.5 million. This reduction was achieved using approximately $30.0 million in asset sale proceeds and $18.0 million of restricted cash held by the margin loan lender.
