Safehold (SAFE) risk factors, FY2024 10-K

Risks Related to Our Portfolio and Our Business

1. 01The market for Ground Lease transactions and the availability of investment opportunities may not meet our growth objectives
2. 02Our operating performance and the market value of our properties are subject to risks associated with real estate assets
3. 03The rental payments under our leases may not keep up with changes in market value and inflation
4. 04We may be unable to renew expiring Ground Leases, re-lease the land or sell the properties on favorable terms or at all
5. 05A lack of recourse to creditworthy counterparties may adversely affect us and our tenants
6. 06Counterparty, geographic and industry concentrations may expose us to financial credit risk
7. 07Percentage rent payable under our master lease relating to the Park Hotels Portfolio is calculated on an aggregate portfolio-wide basis
8. 08We are the tenant of a Ground Lease underlying a majority of our Doubletree Seattle Airport property
9. 09Certain tenant rights under our Ground Leases may limit the value and the UCA we are able to realize upon lease expiration, sale of our land and Ground Leases or other events
10. 10We rely on Property NOI as reported to us by our tenants
11. 11Our estimates of Ground Rent Coverage for properties in development or transition, or for which we do not receive current tenant financial information, may prove to be incorrect
12. 12Our estimates of Combined Property Value are based on various assumptions and information supplied to us by our tenants, and accordingly may not be indicative of actual values
13. 13There can be no assurance that we will realize any incremental value from the UCA in our owned residual portfolio or that the market price of our common stock will reflect any value attributable thereto
14. 14Ground Leases with developers expose us to risks associated with property development and redevelopment that could materially and adversely affect us
15. 15We may be materially and adversely affected by the exercise of leasehold mortgagee protections
16. 16We are subject to the risk of bankruptcy of our tenants
17. 17We may directly own one or more commercial properties, which will expose us to the risks of ownership of operating properties
18. 18Competition may adversely affect our ability to acquire and originate investments
19. 19Cybersecurity risk and cyber incidents may adversely affect our business
20. 20Our business and growth prospects could be adversely affected by future epidemics, pandemics or other health crises
21. 21Our estimated UCA, Combined Property Value and Ground Rent Coverage, may not reflect current market values, including the decline in office values, and may decline materially in future periods
22. 22We are part of two joint ventures that have a different investment profile than our typical Ground Leases, which could materially and adversely affect us
23. 23Our success depends in part on our ability to attract, retain and develop talented employees, and our failure to do so, including the loss of any of our key employees, could adversely impact our business
24. 24We may decide to further expand our operations through acquisitions, development opportunities and other strategic transactions

Risks Related to Our Relationship with Star Holdings

1. 25We are party to several agreements with Star Holdings and may be unable to collect amounts to which we are contractually entitled, which could negatively affect our performance, financial condition, results of operations and cash flow
2. 26As of December 31, 2024, Star Holdings owned approximately 18.9% of the outstanding shares of our common stock. Future sales in the public market by Star Holdings, or the perception in the market that Star Holdings intends to sell shares, could reduce the market price of our common stock
3. 27The concentration of our voting power may adversely affect the ability of investors to influence our policies
4. 28There are various potential conflicts of interest in our relationship with Star Holdings, which could result in decisions that are not in the best interest of our shareholders
5. 29Our management agreement with Star Holdings could distract management time and attention and give rise to disputes or other unfavorable effects, which could materially and adversely affect our business, financial position or results of operations
6. 30The Spin-Off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws
7. 31The agreements between Safehold and Star Holdings entered into in connection with the Spin-Off may not reflect terms that would have resulted from arm’s-length negotiations with unaffiliated third parties
8. 32Our debt obligations will reduce cash available for distribution and expose us to the risk of default
9. 33Our failure to hedge interest rates effectively could materially and adversely affect us
10. 34Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on partners’ or co-venturers’ financial position and liquidity and disputes between us and our co-venturers
11. 35Our depreciation expenses are expected to be limited for financial and tax reporting purposes, with the result that we will be highly dependent on external capital sources to fund our growth
12. 36Our credit ratings will impact our borrowing costs and our access to debt capital markets

Risks Related to Our Organization and Structure

1. 37We are a holding company and will rely on funds from Portfolio Holdings to pay our obligations and distributions to our shareholders
2. 38Certain provisions of Maryland law and our organizational documents could inhibit changes in control of our company
3. 39Certain provisions of our organizational documents limit shareholder recourse and access to judicial fora

Risks Related to Our Common Stock

1. 40Cash available for distribution may not be sufficient to make distributions to our shareholders at expected levels, or at all
2. 41The availability of shares for future sale could adversely affect the market price of our common stock
3. 42Distributions to holders of Caret units will reduce distributions to us upon certain transactions, and sales of additional Caret units may dilute the economic interests of our common stockholders
4. 43The design of the Caret program may not result in the recognition of the two distinct components of value by market participants
5. 44The terms of Caret units could result in conflicts of interest between holders of our common stock and holders of Caret units. Our management’s ownership of Caret units creates potential conflicts of interest
6. 45intends to exercise its judgment from time to time, depending on the circumstances, as it believes the advantage of retaining flexibility in determining how to fulfill its responsibilities in any such circumstances as they may arise outweigh any perceived advantages of adopting additional specific procedures
7. 46The Portfolio Holdings LLCA sets forth certain limitations on our ability to make changes to such agreement that could be beneficial to us and our stockholders without the consent of certain of the Caret unitholders
8. 47The Portfolio Holdings LLCA contains provisions that may delay, defer or prevent a change in control
9. 48Future issuances of debt or preferred equity securities could adversely affect our common shareholders and result in conflicts of interest
10. 49There can be no assurance that we will repurchase shares pursuant to our share repurchase program consistent with historical amounts or at all
11. 50Our failure to remain qualified as a REIT would subject us to taxes, which would reduce the amount of cash available for distribution to our shareholders
12. 51The REIT distribution requirements could require us to borrow funds or take other actions that may be disadvantageous to our shareholders
13. 52Even if we qualify as a REIT, we may incur tax liabilities that reduce our cash flow