Safehold - Q1 2023

Transcript

Operator (participant)

Good afternoon, welcome to Safehold's 1st quarter 2023 earnings conference call. If you need assistance during today's call, please press star 0. If you'd like to ask a question, please press star 1. That's star 1 to ask a question. As a reminder, today's conference is being recorded. At this time, for opening remarks and introductions, I would like to turn the conference over to Pearse Hoffmann, Senior Vice President of Capital Markets and Investor Relations. Please go ahead, sir.

Pearse Hoffmann (SVP, Capital Markets and Investor Relations)

Good afternoon, everyone. Thank you for joining us today for Safehold's earnings call. On the call today we have Jay Sugarman, Chairman and Chief Executive Officer, Marcos Alvarado, President and Chief Investment Officer, and Brett Asnas, Chief Financial Officer. This afternoon we plan to walk through a presentation that details our first quarter 2023 results. The presentation can be found on our website at safeholdinc.com by clicking on the investors link. There will be a replay of this conference call beginning at 8:00 P.M. Eastern time today. The dial-in for the replay is 877-481-4010, the confirmation code of 48222. Before I turn the call over to Jay, I'd like to remind everyone that statements in this earnings call which are not historical facts may be forward-looking.

Our actual results may differ materially from these forward-looking statements and the risk factors that could cause these differences are detailed in our SEC reports. Safehold disclaims any intent or obligation to update these forward-looking statements except as expressly required by law. With that, I'd like to turn it over to Chairman and CEO, Jay Sugarman. Jay?

Jay Sugarman (Chairman and CEO)

Thanks, Pearse, and thanks to everyone joining us today. The first quarter for Safehold was mostly about getting our merger closed and setting the company up to continue building its leadership position in the modern ground lease industry. Safehold continues to offer investors a unique way to participate in an asset class that has historically created significant wealth, and we can now do so with improved liquidity and an expanded shareholder base. While the merger was a positive development, the challenging market backdrop remained a drag on transaction activity in real estate as a whole, and consequently on transaction activity in the ground lease sector. On the other hand, with capital availability becoming more limited and debt maturities a growing concern, many owners are beginning to appreciate the value of the very long-term, low-cost capital that a Safehold ground lease provides.

We look forward to being a part of the solutions the real estate markets needs now to help lower its risk profile and to create more resilient capital structures in the future. Our primary goal now must be to get the value of our ground lease portfolio and our go-forward platform more widely understood with three key areas of focus. One, our growth potential and the very large addressable market opportunity. Two, our long-term, low risk contractual cash flows with inflation kickers that generate superior returns to comparable long-term, low risk alternatives. Three, the sizable capital appreciation growing inside our portfolio, which we separate out and highlight through the sale of units in Caret.

Adding in a strong balance sheet with attractive long-term debt, we believe the current price of our shares is well below the intrinsic value of our business, and we will work to make that readily apparent as the business begins to expand again and markets stabilize. With that background, let me turn it over to Marcos and Brett to recap the quarter. Marcos?

Marcos Alvarado (President and Chief Investment Officer)

Thank you, Jay. Good evening, everyone. With the merger behind us and a more investor-friendly corporate architecture now in place, Safehold is well positioned for its next phase of growth as we navigate the volatile macro backdrop. In a moment, we'll touch upon what we're seeing in the transaction market, which has slowed to a crawl. First, I want to recap the benefits of our recently completed merger. Let's begin on slide 4. Internalizing the platform created several important outcomes for the company. First, we brought management and all the competitive advantages created over the last 6 years in-house. Second, we replaced Safehold's external cost structure, which scaled upwards based on portfolio size, with a stable cost structure that should provide operating leverage over time as we scale. Third, we improved Safehold's overall investor profile for both equity and debt investors.

Since the merger, SAFE's free float has more than doubled. We've also been placed on positive outlook at both Moody's and Fitch, putting us one step away from breaking into the single A ratings category. Additionally, we are pleased to officially welcome MSD Partners as an investor in the business, as one of Safehold's largest common shareholders and the largest third-party investor in Caret. We're excited to have formed a strong partnership with such a talented organization. On the capital front, we completed the previously announced round 2 sale of Caret units to a group of investors led by MSD, raising $24 and a half million at a $2 billion equity value for Caret. Subsequent to quarter end, we announced a $500 million joint venture with a sovereign wealth fund partner to pursue ground lease investment opportunities.

We expect to consolidate the joint venture's investments on our balance sheet, as the general partner in the venture, we'll earn a management fee on invested equity with an opportunity for additional promote upside in the future. This partnership diversifies our capital sources in this dislocated and uncertain market environment. Regarding liquidity, at the end of the quarter, our cash and credit facility availability stood at $900 million. With that, let me spend some time on customer engagement in Q1 and our portfolio. Overall transaction volume remains muted across the commercial real estate market. Just as we started seeing green shoots in early Q1 with pockets of deal flow emerging, the ensuing bank challenges pulled liquidity from the markets and derailed sentiment. As a result, our customers put their deal pursuit efforts on hold.

An example, two multifamily transactions that we were in closing process did not consummate as sponsors walked from these transactions. Disappointing as it was to have these opportunities pushed out in the short term, once liquidity reemerges and transaction volume picks back up, we'll be ready to pursue the transactions out there and available utilizing our liquidity on hand along with the capital from our new joint venture. Looking at UCA during the first quarter, we had over 40% of our portfolio revalued by CBRE. We have stated, our assets are appraised on a rolling annual basis, and in the coming quarters, we expect to see certain properties appraised at a lower value given the market environment. A result, GLTV on the portfolio increased to 42%, and rent coverage remains strong at 3.9x.

We remain insulated from the noise occurring at the equity and debt levels and believe that over long periods of time, our portfolio of well-located ground lease investments will be the beneficiary of the highest and best use dynamics in real estate and other economic forces that ultimately accrue to our company. We're steadfast in our belief that ground leases present one of the best risk-adjusted opportunities in the real estate markets today. We will be patient as we wait for the markets to open back up. Slide 5 provides a snapshot of our portfolio growth for the quarter.

In connection with the merger, we made $176 million of new investments, including a $115 million loan to Star Holdings and $61 million of investments in the ground lease fund and loan fund vehicles, which reflects iStar's ownership share in those vehicles that SAFE purchased in connection with the merger. We also funded $70 million associated with prior ground lease commitments. Our aggregate ground lease portfolio now stands at approximately $6.2 billion. The estimated value of the unrealized capital appreciation sitting above our ground leases was approximately $10 billion at quarter end.

In total, the UCA portfolio is comprised of approximately 33 million sq ft of institutional quality commercial real estate, consisting of over 16,500 units of multifamily, 13.2 million sq ft of office, over 5,000 hotel keys, and approximately one and a half million sq ft of life science and other property types. With that, let me turn it over to Brett to go through the financials.

Brett Asnas (CFO)

Thank you, Marcos. Continuing on slide 6, let me detail our quarterly earnings results. Revenue was $78.3 million for the first quarter. Net income was $4.7 million, and earnings per share was $0.07. During the quarter, we earned approximately $2.8 million of percentage rent from our Park Hotels portfolio related to the full year 2022 performance, which is the most earned over the last few years. As referenced in past quarters, there were several one-time cash and non-cash charges related to closing the merger that impacted the bottom line, totaling approximately $21.6 million. These charges are non-recurring and not indicative of run rate earnings for the company.

These items include $9.4 million of one-time expenses and reserves primarily related to legal, tax, accounting, and advisors, $6.9 million of one-time transfer taxes, and $5.3 million of one-time G&A expense primarily related to the termination of pre-existing incentive plans at iStar, plus other miscellaneous items. Excluding those one-time items, net income for the first quarter was $26.3 million, and earnings per share was $0.41. The primary reason for the year-over-year decline in earnings relates to our increased interest expense on our outstanding borrowings under our revolving prep facility, which pays interest at adjusted SOFR plus 100 basis points. While we put approximately $400 million of long-term hedges in place over the last few quarters to protect future financings that will term out these revolver borrowings, we faced higher interest charges from market rates in the short term.

We recently executed $500 million floating to fixed swaps, taking SOFR to approximately 3%, which will mitigate some of the adverse near-term earnings effects stemming from the substantial Fed rate hikes that have occurred. On slide 7, we detail our portfolio's yields. The left side of the page represents in-place cash and gap yields. The current portfolio generates a cash yield of 3.4% and an annualized yield of 5.2%, which presumes a 0% inflationary environment for the duration of our ground leases. In other words, any future rent based on CPI-only escalators, percentage rent, or fair market value resets is not included.

The right side of the page looks at our yield on an economic basis, including today's market-based Federal Reserve long-term inflation expectation of 2.26% applied to the previously mentioned variable contractual base rent in addition to CPI look backs where applicable. This market expectation produces an inflation-adjusted yield of 5.7%. Lastly, we are also beginning to track Caret-adjusted yield, which we believe is a helpful way to illustrate the impact of the value of the embedded capital appreciation in our portfolio. We calculate this metric by simply subtracting Safehold's 82% ownership of Caret, using its latest $2 billion valuation from today's ground lease portfolio basis. This lower basis increases the inflation-adjusted yield to approximately 7.2%.

We will continue to track this metric moving forward as another way to see the relationship between our long-term cash flows and the value of Caret. Moving to slide 8. We're now showing a more granular geographic breakdown of our portfolio by market and property type. The right side of the page includes information on the top 10 exposures, as we believe that our emphasis on top 30 MSAs is core to the long-term thesis that ground leases will benefit from highest and best use over time. Today, approximately 70% of gross book value, comprised of 68 of our 131 ground leases, is diversified across the top 10 markets listed. On the bottom of the slide, we further underscore the diversification by count and gross book value of the portfolio by underlying property type across all regions.

Notably, we have made significant inroads within the multifamily space across the country, which now represents over 50% of the portfolio by count. Slide 9 provides an overview on our capital structure. At the end of the first quarter, we had approximately $4.2 billion of debt, comprised of $1.5 billion of unsecured notes, $1.5 billion of non-recourse secured debt, $970 million drawn on our unsecured revolver, and $272 million of our pro-rata share of debt on ground leases, which we own in joint ventures. Our weighted average debt maturity is approximately 23 years, and we have no corporate maturities due until 2026, which is our unsecured revolver.

As previously mentioned, during the quarter, we closed on a $500 million incremental unsecured revolver, which increased our total revolving credit lines to $1.85 billion. At quarter end, we had approximately $900 million of cash and credit facility availability. We are pleased to have received a change in outlook to positive from Fitch during the quarter. Moody's had previously placed us on positive outlook when the merger was announced last August. We remain committed to achieving a ratings upgrade, our merger closing and other actions have brought us one step closer to an A rating. We are levered 1.9 times on a total debt to book equity basis. The effective interest rate on permanent debt is 3.8%, which is 133 basis points spread to the 5.2% annualized yield on our portfolio.

The portfolio's cash interest rate on permanent debt is 3.3%, which is a 16 basis point spread to the 3.4% annualized cash yield. Overall, we believe that our capital structure is a significantly underappreciated component of the company's overall value story. We have 23 years of weighted average term at what is significantly below market cost with no near-term maturities, along with significant ratings momentum. We believe that unique combination, especially in a time of general market uncertainty, should be viewed as an asset by stakeholders evaluating our company. Lastly, on slide 10, we provide an update on Caret. In connection with the merger closing, MSD Partners and the other Series B investors officially closed on their commitments to invest approximately $24.5 million into Caret at a $2 billion valuation.

Additionally, all of the amendments to Caret's structure, which we previously outlined, are now effective. We believe these changes make Caret an overall more attractive and investable component of value for future investors. In conclusion, this quarter marks a significant milestone for the company in an otherwise challenged market. We are excited to put the merger process behind us and get back to conversations with stakeholders on the bright future of the business and the significant sum of the parts value components that we believe are currently underappreciated in the market. And with that, let me turn it back to Jay.

Jay Sugarman (Chairman and CEO)

Thanks, Brett. A lot of detail there. Why don't we go ahead and open it up for questions, operator?

Operator (participant)

Thank you. To ask a question, please press star one at this time. We will take as many questions as time permits. Once again, please press star one to ask a question. We will pause a moment to assemble the roster. The first question comes from Nate Crossett with BNP Paribas. Nate, please proceed.

Nathan Crossett (Equity Research Analyst)

Hey, good evening. You mentioned there was a couple of deals in the quarter that were pushed. I'm just curious, what were the size of those? Is there a chance that maybe they could close in Q2? Maybe you can also just speak to the activity outside of those deals. What sectors are you seeing activity right now? If you were to do deals, what does the current pricing look like?

Brett Asnas (CFO)

Hey, Nate, it's Marcos. On those two specific transactions, they were over $100 million in ground lease deployment for us. You know, I think sitting here today, I don't think our expectation is that those transactions get revived given this environment. Most of the engagement that the team's had is within the multifamily space. You know, we've certainly gotten a fair amount of inbounds on the office side. We're having a hard time making sense of some of the valuations in that asset class, so it's been a little bit difficult for us. I think over the longer term, we remain optimistic about the some of the growth in the multifamily space.

Nathan Crossett (Equity Research Analyst)

Okay. Thank you. Maybe just on the JV, can you just tell us how it will work? Like, how is it decided what goes into the fund? Then I think you mentioned there's a management fee. I'm just curious what the fee is.

Marcos Alvarado (President and Chief Investment Officer)

Sure. Our expectation is everything that we do going forward that hasn't already been committed to by SAFE will go into this venture. Think about it as the next $500 million of transactions, of which we will fund approximately 55% of, will go into this venture. We'll receive a base management fee of 25 basis points for the first five years, which steps down to 15 basis points thereafter. We have a promote structure of 15 over 9 with a minimum multiple pro-protection of 1.275x.

Nathan Crossett (Equity Research Analyst)

Okay. That's helpful. Maybe just one for Brett on the financing side. Just curious where you guys could raise, 30-year money today? What do the agencies want to see to have you be A-rated?

Brett Asnas (CFO)

Hey, Nate. Yeah, I think from what we've been able to accomplish over the last, call it couple years since we've received investment grade ratings, is we've been able to access both the public and private markets. I think a diversified set of capital sources, especially in this market, is important. Closing the merger was, you know, the big catalyst. I think since that action has been completed, making sure that we maintain our leverage targets, and creating that access to capital, letting all the good work that's been done here over the last 9 months, since we announced the merger, unfold here. Credit spreads are somewhat volatile in this market.

We could look to utilize different tenors, different structures in different markets, but feel like the cost of debt capital, you know, we'll find the right pocket to raise, and it's accretive versus the yields that we could achieve, in today's marketplace.

Nathan Crossett (Equity Research Analyst)

Okay. Thank you.

Operator (participant)

The next question comes from Anthony Paolone with JP Morgan. Anthony, please proceed.

Anthony Paolone (Executive Director, Equity Research)

Thanks. Just first one, just on the $70 million that you funded in the first quarter itself, can you give us the cash and GAAP yields on those?

Brett Asnas (CFO)

Sure. The cash yield was a low to mid 3%, about 3.3%. The inflation-adjusted yields, which we quote in our materials, is 5.5%.

Anthony Paolone (Executive Director, Equity Research)

Okay. Great. Can you talk about just like, I know some of the deals dropped out, and maybe price discovery is more challenging right now, but just kinda where are you pricing transactions, or where is that discussion today? Has there been any change in terms of how you think of, you know, what is typically, I think, historically been 35%-40% of the total property values? There been any change on that front?

Marcos Alvarado (President and Chief Investment Officer)

Hey, Tony. No, no change on kind of our core metrics going in. We're still, you know, trying to get into that 35%-40% value range, which obviously has shifted over the last 12 months. There's a fair amount of debate about what value is today. Pricing today, I'd say our cash yields are consistent with where we've, you know, been recently, so call it low 4s to mid 4s on a cash basis. You know, mid 6s ROA, you know, almost high 6s on an inflation-adjusted basis.

Anthony Paolone (Executive Director, Equity Research)

Okay. On the financing side, I mean, I guess, just how should we think about that strategy in the joint venture? Just trying to think about how that rolls up to, you know, thinking about doing unsecured bonds and things like that at the corporate level for yield.

Marcos Alvarado (President and Chief Investment Officer)

The venture is going to be unlevered. You know, we'll fund our share with a mix of equity and debt. We don't intend to put asset level financing. The intent there is to maintain as much flexibility going forward with the, you know, potential exit of the venture.

Anthony Paolone (Executive Director, Equity Research)

Got it. Okay. I mean, where do you see your most attractive, you know, debt funding costs right now? Would it be, you know, the line, straight bonds, some of those ratcheted deals you guys have done in the past? Like, I mean, how are you thinking about what's most efficient at the moment?

Brett Asnas (CFO)

Hey, Tony, it's Brett. Well, those options are available to us. As previously mentioned, when looking at where credit spreads are at the moment, you know, lots of issuers are trying to find the right pocket. We're no different. I think when looking at those different structures and tenors, you've seen us continue to build upon what we've done in the past and innovate, whether it be, you know, lowering our cash rate, lowering our overall effective coupon, utilizing different tenors. Those are all available options to us. Again, to Marcos' comments, which was low to mid 4 cash yields produce, you know, low to mid 6% effective yields plus CPI kicker, plus Caret.

Jay Sugarman (Chairman and CEO)

That's still accretive to today's levels. The last point I'll make is, over the last few quarters, we've been very proactive in hedging our interest rate risk. Those long-term treasury locks, as well as creating the floating to fixed swaps for the line, will help mitigate any interest expense and, you know, headline coupon going forward. We think that's a net positive to our bottom line.

Marcos Alvarado (President and Chief Investment Officer)

Tony, just to add to that. You know, we just got out of this merger, and, you know, I think we all believe that we're taking the steps to hopefully get to this single A rating in the future. I think the overall volatility, you know, I look at our spreads one day, then suddenly, you know, you wake up the next morning, and they're 25 to 50 basis points wider. I think we're going to continue the dialogue, continue to tell the story and be opportunistic on the debt side. I think we are, you know, steadfast in our belief that the assets that we're creating in this environment, you know, once the markets open up, are going to be create significant value long term for the business.

Jay Sugarman (Chairman and CEO)

Great. Thank you.

Operator (participant)

The next question comes from Haendel St. Juste with Mizuho. Please proceed.

Ravi Vaidya (Equity Research Analyst)

Hi, this is Ravi Vaidya on the line for Haendel St. Juste. Hope you guys are doing well. When you look at your geographical footprint, are there any markets that you're looking to increase exposure in or any that you're looking to trim? Are there any markets where you're seeing particularly attractive pricing right now?

Marcos Alvarado (President and Chief Investment Officer)

You know, we have a long-term objective of continuing to diversify our portfolio both by market and asset class. I think that's you've seen us push into multifamily pretty hard and change that percentage of our portfolio pretty dramatically over the last few years. I think we want to sort of achieve that same sort of dynamic across markets. So I'd certainly like some more exposure in the southeast. I'd certainly like some more exposure up in Boston. The reality is some of the size of the transactions in some of the, you know, gateway cities are just so large. So a multifamily transaction in New York City versus a multifamily transaction in Atlanta is dramatically different.

We're going to continue to sort of diversify our portfolio over a long period of time. We're not really seeing, you know, sort of a pricing difference by market. We do see a pricing difference by asset class. Again, multi will probably be the tightest we will do. To the extent we are actually going to look at office or hospitality, it'll be wider than our kind of core multifamily pricing.

Ravi Vaidya (Equity Research Analyst)

Got it. That's helpful. Just one more here. Can you discuss the CPI-linked nature of your ground leases, and what is the average in-place escalator across the portfolio today?

Marcos Alvarado (President and Chief Investment Officer)

I believe it is, Brett, correct me if I'm wrong, it's about 96% of our portfolio has some sort of inflation protection. Our core construct is, every 10 years on a Safehold ground lease, we look back at inflation over that period of time and catch up. When you look at our portfolio, I believe the weighted average number is approximately 3.2%. Is that right, Brett?

Jay Sugarman (Chairman and CEO)

Yep, that's right.

Ravi Vaidya (Equity Research Analyst)

Got it. Thank you.

Operator (participant)

Okay. The next question comes from Rich Anderson with SMBC. Please proceed.

Richard Anderson (Managing Director and Senior REIT Analyst)

Thanks and good evening, everyone. It was mentioned that, you know, the JV, the next $500 million will go to that arrangement. I'm wondering, is that a handshake or an obligation on the part of you guys?

Jay Sugarman (Chairman and CEO)

It's an obligation.

Richard Anderson (Managing Director and Senior REIT Analyst)

Okay. On the, on the revised down valuation of the UCA, just so I understand, it went from $10.5 billion to $10 billion, and that was based on 40% of the portfolio being looked at by CBRE. Is that correct?

Marcos Alvarado (President and Chief Investment Officer)

That's correct.

Richard Anderson (Managing Director and Senior REIT Analyst)

If you were to extrapolate 40% to 100%, then maybe perhaps the number could be lower. Understanding, you know, this is not going to be a linear thing over the next 100 years. I just want to make sure I understood it.

Jay Sugarman (Chairman and CEO)

You got it.

Richard Anderson (Managing Director and Senior REIT Analyst)

Okay. My question, you know, around that is, do you have a sort of a watch list of the assets to the top of your ground leases? Is there any that are jumping out as it could be a BK or anything, you know, something maybe not that dramatic, but something where you're kind of concerned about values not just declining, but perhaps going away.

Jay Sugarman (Chairman and CEO)

Yeah. Rich, yeah, you know the drill. You know, the markets get volatile. You start to hear conversations between leasehold lenders and borrowers. That process is, you know, we can tell is underway in a number of fronts. We're probably, you know, well away from that, but there's no question there are markets and assets right now that are going through a pretty significant shift in valuation. You know, we're going to get prepared to see how these things shake out. We may have a new customer unfortunately. You know, that's not something that bothers us, but we want to be prepared for that.

We'll do the preparatory work, go through the portfolio. Got a great asset management team. At least at this point, you know, we think our underwriting will hold through thick and thin. These are the kind of markets you want to be ahead of that curve.

Richard Anderson (Managing Director and Senior REIT Analyst)

Yeah.

Marcos Alvarado (President and Chief Investment Officer)

Just to add to that, Rich, there's no current issues in the portfolio at all. Jamie's just talking about us being prudent and getting ready to the extent something could occur.

Richard Anderson (Managing Director and Senior REIT Analyst)

Yep, sure. Manhattan's the biggest part of your portfolio. No, no surprise there. Expensive market. Is there anything about sort of the relative offering that you provide? 'Cause I would imagine Manhattan's probably, you know, the worst example of legacy ground leases on the planet, maybe. You come in, and you offer something much cleaner for customers. Is that a marketing tool that's sort of specific to markets and perhaps explains why you've had some success in Manhattan? Or am I maybe thinking about it too much?

Marcos Alvarado (President and Chief Investment Officer)

You know, I think the history of Manhattan and ground leases, there've been a fair amount of them over time. There was some acceptance. If you think about the arc of our company, it was a little bit easier to crack Manhattan early on, and it was much harder to crack, you know, the Atlantas and the D.C.s where those ground leases weren't as prevalent. What we've seen as we get into those other markets and we have some take-up, you end up with this network effect and more traction. I think it was just the fact that there was some history with ground leases in Manhattan before.

Richard Anderson (Managing Director and Senior REIT Analyst)

Yeah. Okay. Last for me, Brett and Pearse tried to explain this to me, I'm going to ask maybe the bigger audience here. What should I take from the 7.2% Caret-adjusted yield? What does that number tell me?

Jay Sugarman (Chairman and CEO)

Yeah. I guess, Rich, the easiest way to think about it is the 2 numbers on the left are based on contractual cash flows and no value allocated to Caret's component. i.e., you're really on the left side using 0 inflation assumptions and 0 value of Caret. You know, we don't believe either one of those is a reasonable economic assumption. The top right gives you an inflation assumption based on the Fed's 30-year expectation, which they publish every month, is it?

Richard Anderson (Managing Director and Senior REIT Analyst)

Yeah.

Jay Sugarman (Chairman and CEO)

We just use what that gives us and reflect that for you to see once you add in inflation, what would happen. Likewise, on the bottom right, the Caret a-adjusted assumes that inflation and an allocation to Caret based on the last trade. With the merger closed, fully fleshed out rules, clean trades for Caret, we think it is actually going to become helpful to track for investors going forward. The easy way to think about it is the ones on the left assume zero inflation assumption, zero value of Caret. The right ones show you an economic model with inflation and with the value, the most recent indicated value of Caret extracted from the basis.

It'll show you as time goes on, sort of the relationship between, you know, the zero inflation, zero Caret numbers. For us, economically, we're looking at that right-hand side, very carefully as, an important measure for us.

Richard Anderson (Managing Director and Senior REIT Analyst)

You're carving out Caret from the denominator, essentially.

Jay Sugarman (Chairman and CEO)

Exactly.

Richard Anderson (Managing Director and Senior REIT Analyst)

Okay. All right. Thank you.

Operator (participant)

The next question comes from Matthew Howlett with B. Riley. Please proceed.

Matthew Howlett (Senior Managing Director, Equity Research)

Great. Thanks for taking my question. First, just bigger picture for you, Jamie. The bank lending environment, could you talk a little bit about the dynamic interplay between what the banks will eventually end up doing in the mortgage market, pulling back, I'm assuming, or tightening credit, you know, in your business to ground lease? Is there any sort of long-term impacts you see with the bank, what's going on with the banks and potential regulation down the road?

Jay Sugarman (Chairman and CEO)

Yeah. I think as Mark has said, right now, the best functioning market is the multifamily market because you've got the agency backstop on the lending side. Some of the other asset classes don't have the luxury of that kind of liquidity. The bank pullback definitely hurts a little bit. We, you know, we don't think we've seen the end of it. We're certainly hopeful that some of the steps that have been taken will mitigate the risk. Liquidity is important for real estate. We can't get around that. We've seen transaction activity really fall very materially. I think until we see transaction activity pick up, you know, liquidity right now is going to be the key variable.

It's hard to transact if you don't know exactly where and liabilities are going to come from. The banks have played a large role in that, both regional and some of the money center banks. I think we've got a period of transition here. I already see some new types of capital moving into the market. It's one of the great things about, you know, being part of the largest capital using industry in the marketplace is capital will find its way into this market. The banks have been a, you know, big part of that. The Life Cos, CMBS market, they're all adapting to this new market environment, the higher interest rate environment. One thing has always proven true is eventually liquidity comes back in, transaction activity picks up.

We still believe, and this is really our fundamental thesis, we think ground leases make real estate safer and more resilient long term. We've seen a lot of examples in our own portfolio where customers are really happy. They have long-term predictable capital from us with no maturity, and we think that should become a even stronger selling card coming out of this, you know, sort of liquidity hiccup.

Matthew Howlett (Senior Managing Director, Equity Research)

Do you think you could see an increased demand for ground leases? Banks may not be as eager to, you know, to lend and higher LTVs.

Jay Sugarman (Chairman and CEO)

I think, you know, the proof is in the pudding. We think our capital structures are definitely more resilient, and I think it will allow more owners to see that, not having debt maturing, not having to work through some of the issues that I know some of the, you know, faster money creates. We definitely think longer term, you know, low cost, long-term money is really powerful. Yes, I do think more owners will seek that out. We need a functioning credit market. We need liquidity from, you know, both the equity side of the world and the lending side of the world to make those new capital structures. We'd like to see the market stabilize here sooner rather than later.

Matthew Howlett (Senior Managing Director, Equity Research)

Great. Thanks for that. Next question, just on could you address there was, I think, an, you know, an ATM file that's SAFE and a registration of stock at the new iStar? Just could you address both those filings? Are they administrative in nature? What should investors think of sort of the holdings at the legacy iStar?

Brett Asnas (CFO)

Hey, Matt, it's Brett. Yeah, I think this was really to make sure that with the merger now complete, that we get a new shelf and get a new ATM in place. Couldn't roll the existing one over, this was mechanical in nature. Obviously, we can use it over the coming years. From Star Holdings perspective, as you know, they own thirteen and a half million shares of SAFE. Any sales in the future would need to be approved by the Safehold Board as well. There are lenders on that, and there's also a nine-month lockup on the Star Holdings side of those SAFE shares.

Matthew Howlett (Senior Managing Director, Equity Research)

Got you. Just on that, the last question on, you know, next quarter, we'll see the first quarter of the fully internalized SAFE. Is there sort of a high level, what can you tell me on a high level basis the impact of the management agreement you're beginning in, you know, the interest, I mean, sort of net-net, is it a, you know, a few cent positive every quarter in terms of the impact of the merger and the fees you're collecting and the interest expense you're paying?

Brett Asnas (CFO)

I think, you know, there's some noise in the first quarter, as you mentioned, from one-time cash and non-cash expenses. Moving forward without the external management structure of a management fee and reimbursables and other costs. The new standalone structure will be helpful as time passes. Net-net, you might see a $2 million pickup from the first quarter to the second quarter. Then over time, as we've said in the past, there should be operating leverage that this cost structure, we believe that this is the cost structure that can work for an asset-based size that is a lot larger. I think as quarters go by and as we grow, that operating leverage will be apparent.

I'd say from the first quarter to second quarter, eliminating the noise, you'll probably see a, call it $2 million-$3 million pickup in total net G&A.

Matthew Howlett (Senior Managing Director, Equity Research)

Gotcha. Great. By the way, congrats on closing. It was a major undertaking, I know it took a while, but congratulations. Thanks a lot.

Brett Asnas (CFO)

Thank you.

Jay Sugarman (Chairman and CEO)

Thank you. Thanks.

Operator (participant)

Mr. Hoffmann, we have no further questions.

Brett Asnas (CFO)

If you should have any other questions on today's release, please feel free to contact me directly. John, would you please give the conference call replay instructions again? Thank you.

Operator (participant)

Absolutely. There will be a replay of this conference call beginning at 8:00 P.M. Eastern Time today. The dial-in for the replay is 877-481-4010, with the confirmation code of 48222. This concludes today's conference. You may disconnect your lines at this time. Thank you.