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Other Investments | 12 Months Ended
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Dec. 31, 2021
Investments, All Other Investments [Abstract] |
Other Investments | Note 8—Other Investments The Company’s other investments and its proportionate share of earnings (losses) from equity method investments were as follows ($ in thousands):(1) ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Carrying Value | ​ | Equity in Earnings (Losses)
​ | ​ | As of December 31, |  | For the Years Ended December 31,
​ | ​ | 2021 |  | 2020 | ​ | 2021 |  | 2020 |  | 2019
Real estate equity investments | ​ | ​ |  |  | ​ |  | ​ | ​ |  |  | ​ |  |  | ​ |
Safehold Inc. ("SAFE")(2) | ​ | $ | 1,168,532 | ​ | $ | 937,712 | ​ | $ | 108,393 | ​ | $ | 53,476 | ​ | $ | 29,764
Other real estate equity investments | ​ |  | 61,979 | ​ |  | 89,939 | ​ |  | 36,606 | ​ |  | (12,929) | ​ |  | 12,620
Subtotal | ​ |  | 1,230,511 | ​ |  | 1,027,651 | ​ |  | 144,999 | ​ |  | 40,547 | ​ |  | 42,384
Other strategic investments(3) | ​ |  | 66,770 | ​ |  | 69,911 | ​ |  | 9,345 | ​ |  | (1,075) | ​ |  | (6)
Total | ​ | $ | 1,297,281 | ​ | $ | 1,097,562 | ​ | $ | 154,344 | ​ | $ | 39,472 | ​ | $ | 42,378
(1) | Refer to Note 3 - Net Lease Sale and Discontinued Operations.
(2) | As of December 31, 2021, the Company owned 36.6 million shares of SAFE common stock which, based on the closing price of $79.85 on December 31, 2021, had a market value of $2.9 billion. P ursuant to ASC 323-10-40-1, an equity method investor shall account for a share issuance by an investee as if the investor had sold a proportionate share of its investment. Any gain or loss to the investor resulting from an investee’s share issuance shall be recognized in earnings. For the years ended December 31, 2021, 2020 and 2019, equity in earnings includes $60.7 million, $14.4 million and $7.6 million, respectively, of dilution gains resulting from SAFE equity offerings.
(3) | During the years ended December 31, 2021 and 2020, the Company identified observable price changes in an equity security held by the Company as evidenced by orderly private issuances of similar securities by the same issuer. In accordance with ASC 321, the Company remeasured its equity investment at fair value and recognized aggregate mark-to-market gains during the years ended December 31, 2021 and 2020 of $18.9 million and $23.9 million, respectively, in “Other income” in the Company’s consolidated statements of operations. The Company’s equity security was redeemed at its carrying value in the fourth quarter of 2021.
Safehold Inc.—SAFE is a publicly-traded company formed by the Company primarily to acquire, own, manage, finance and capitalize ground leases. Ground leases generally represent ownership of the land underlying commercial real estate projects that is net leased by the fee owner of the land to the owners/operators of the real estate projects built thereon (“Ground Leases”). In January 2019, the Company purchased 12.5 million newly designated limited partnership units (the “Investor Units”) in SAFE’s operating partnership (“SAFE OP”), at a purchase price of $20.00 per unit, for a total purchase price of $250.0 million. In May 2019, after the approval of SAFE’s shareholders, the Investor Units were exchanged for shares of SAFE’s common stock on a one-for-one basis. Following the exchange, the Investor Units were retired. In connection with the Company’s purchase of the Investor Units, it entered into a Stockholder’s Agreement with SAFE in January 2019. The Stockholder’s Agreement:
| ● | limits the Company’s discretionary voting power to 41.9% of the outstanding voting power of SAFE’s common stock until its aggregate ownership of SAFE common stock is less than 41.9%;
| ● | requires the Company to cast all of its voting power in favor of three director nominees to SAFE’s board who are independent of each of the Company and SAFE until January 2022;
| ● | subjects the Company to certain standstill provisions; and
| ● | provides the Company certain preemptive rights.
A wholly-owned subsidiary of the Company is the external manager of SAFE and is entitled to a management fee. In addition, the Company is also the external manager of a venture in which SAFE is a member. Following are the key terms of the management agreement with SAFE:
| ● | The Company receives a fee equal to 1.0% of total SAFE equity (as defined in the management agreement) up to $1.5 billion; 1.25% of total SAFE equity (for incremental equity of $1.5 billion - $3.0 billion); 1.375%
|  | of total SAFE equity (for incremental equity of $3.0 billion - $5.0 billion); and 1.5% of total SAFE equity (for incremental equity over $5.0 billion);
| ● | Fee to be paid in cash or in shares of SAFE common stock, at the discretion of SAFE’s independent directors;
| ● | The stock is locked up for two years, subject to certain restrictions;
| ● | There is no additional performance or incentive fee;
| ● | The management agreement is non-terminable by SAFE through June 30, 2023 except for cause; and
| ● | Automatic annual renewals thereafter, subject to non-renewal upon certain findings by SAFE’s independent directors and payment of termination fee equal to three times the prior year’s management fee.
During the year ended December 31, 2021, the Company purchased 1.0 million shares of SAFE's common stock for $69.5 million, for an average cost of $72.96 per share, in open market purchases made in accordance with Rules 10b5-1 and 10b-18 under the Securities and Exchange Act of 1934, as amended. In addition, in the fourth quarter 2021 the Company purchased 24,108 shares of SAFE’s common stock for $1.8 million, for an average cost of $73.86 per share, in an open market transaction. In September 2021, the Company acquired 657,894 shares of SAFE’s common stock in a private placement for $50.0 million. In November 2020, the Company acquired 1.1 million shares of SAFE’s common stock in a private placement for $65.0 million. In March 2020, the Company acquired 1.7 million shares of SAFE’s common stock in a private placement for $80.0 million. In November 2019, the Company acquired 3.8 million shares of SAFE’s common stock in a private placement for $130.0 million. In August 2019, the Company acquired 6.0 million shares of SAFE’s common stock in a private placement for $168.0 million. As of December 31, 2021, the Company owned approximately 64.6% of SAFE’s common stock outstanding. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $14.9 million, $12.7 million and $7.5 million, respectively, of management fees pursuant to its management agreement with SAFE. The Company is also entitled to receive certain expense reimbursements, including for the allocable costs of its personnel that perform certain legal, accounting, due diligence tasks and other services that third-party professionals or outside consultants otherwise would perform. The Company has elected not to charge in full certain of the expense reimbursements while SAFE is growing its portfolio. During the years ended December 31, 2021, 2020 and 2019, the Company recognized $7.5 million, $5.0 million and $2.1 million, respectively, of expense reimbursements pursuant to its management agreement with SAFE. The Company has an exclusivity agreement with SAFE pursuant to which it agreed, subject to certain exceptions, that it will not acquire, originate, invest in, or provide financing for a third party’s acquisition of, a Ground Lease unless it has first offered that opportunity to SAFE and a majority of its independent directors has declined the opportunity. Following is a list of investments that the Company has transacted with SAFE, all of which were approved by the Company’s and SAFE’s independent directors, for the periods presented: In August 2017, the Company committed to provide a $24.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the renovation of a medical office building. The Company funded $18.4 million of the loan, which was fully repaid in August 2019. During the year ended December 31, 2019, the Company recorded $1.2 million of interest income on the loan. In October 2017, the Company closed on a 99-year Ground Lease and a $80.5 million construction financing commitment to support the ground-up development of a to-be-built luxury multi-family project. The transaction included a combination of: (i) a newly created Ground Lease and a $7.2 million leasehold improvement allowance, which was fully funded; and (ii) an $80.5 million leasehold first mortgage. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $0.3 million, $3.4 million and $1.2 million, respectively, of interest income on the loan. The Company sold the Ground Lease to SAFE in September 2020 for $34.0 million and recognized a gain of $6.1 million in “Income from sales of real estate” in connection with the sale and in January 2021 sold the leasehold first mortgage to an entity in which the Company has a 53% equity interest (refer to “Other strategic investments” below) for $63.3 million. In February 2019, the Company acquired the leasehold interest in an office property and simultaneously entered into a new 98-year Ground Lease with SAFE. In August 2019, the Company acquired the leasehold interest in a net lease asset and simultaneously entered into a new 99-year Ground Lease with SAFE. In June 2020, Net Lease Venture II (see below) acquired the leasehold interest in an office laboratory property in Honolulu, HI and simultaneously entered into a 99 year Ground Lease with SAFE. In October 2020, the Company provided a $22.5 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of an existing multi-family property. The Company received $2.3 million of consideration from SAFE in connection with this transaction. During the year ended December 31, 2020, the Company recorded $0.3 million of interest income on the loan. In February 2021, the Company provided a $50.0 million loan to the ground lessee of a Ground Lease originated at SAFE. The loan was for the Ground Lease tenant’s recapitalization of a hotel property. The Company received $1.9 million of consideration from SAFE in connection with this transaction. The Company sold the loan in July 2021 and recorded no gain or loss on the sale. During the year ended December 31, 2021, the Company recorded $2.9 million of interest income on the loan prior to the sale. In March 2021, the Company acquired land and simultaneously structured and entered into with the seller a Ground Lease on which a multi-family project will be constructed. At closing, the Company entered into an agreement with SAFE pursuant to which, subject to certain conditions being met, SAFE would acquire the ground lessor entity from the Company. The Company sold the ground lessor entity to SAFE in September 2021 and recognized no gain or loss on the sale (refer to Note 7 - Loans receivable held for sale). The Company also committed to provide a $75.0 million construction loan to the Ground Lease tenant. The Company received $2.7 million of consideration from SAFE in connection with this transaction. In September 2021, the construction loan commitment and the $2.7 million of consideration was transferred to an entity in which the Company has a 53.0% noncontrolling equity interest (refer to “Other strategic investments” below). In June 2021, the Company sold to SAFE its rights under a purchase option agreement for $1.2 million. The Company had previously acquired such purchase option agreement from a third-party property owner for $1.0 million and incurred $0.2 million of expenses. Under the option agreement, upon certain conditions being met by an outside developer who may become the Ground Lease tenant, SAFE has the right to acquire for $215.0 million a property and hold a Ground Lease under approximately 1.1 million square feet of office space that may be developed on the property. No gain or loss was recognized by the Company as a result of the sale. In June 2021, the Company and SAFE entered into two agreements pursuant to each of which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid for each is $42.0 million, plus an amount necessary for the Company to achieve the greater of a 1.25x multiple and a 9% return on its investment. In addition, each Ground Lease provides for a leasehold improvement allowance up to a maximum of $83.0 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Leases or fund the leasehold improvement allowances. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the properties and Ground Leases from the Company. In November 2021, the Company and SAFE entered into an agreement pursuant to which SAFE would acquire land and a related Ground Lease originated by the Company when certain construction related conditions are met by a specified time period. The purchase price to be paid is $33.3 million, plus an amount necessary for the Company to achieve the greater of a 1.25x multiple and a 12% return on its investment. In addition, the Ground Lease provides for a leasehold improvement allowance up to a maximum of $51.8 million, which obligation would be assumed by SAFE upon acquisition. If certain construction conditions are not met within a specified time period, SAFE will have no obligation to acquire the Ground Lease or fund the leasehold improvement allowance. There can be no assurance that the conditions to closing will be satisfied and that SAFE will acquire the land and Ground Lease from the Company. Refer to “Other real estate equity investments” below. In December 2021, the Company’s partner in a venture recapitalized an existing multifamily property, which included a Ground Lease provided by SAFE (refer to “Other real estate equity investments below”). Net Lease Venture II—In July 2018, the Company entered into a new venture (“Net Lease Venture II”) with an investment strategy similar to the Net Lease Venture. The Net Lease Venture II has a right of first offer on all new net lease investments (excluding Ground Leases) originated by the Company. Net Lease Venture II’s investment period ends on June 30, 2022. Net Lease Venture II is a voting interest entity and the Company has an equity interest in the venture of approximately 51.9%. The Company does not have a controlling interest in Net Lease Venture II due to the substantive participating rights of its partner. The Company accounts for its investment in Net Lease Venture II as an equity method investment and is responsible for managing the venture in exchange for a management fee and incentive fee. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $1.7 million, $1.5 million and $1.5 million, respectively, of management fees from Net Lease Venture II in “Net income from discontinued operations” in the Company’s consolidated statements of operations. In December 2021, the Company acquired an office laboratory property from Net Lease Venture II. The Company paid $0.6 million to its partner to acquire its equity interest in the property and assumed a $44.4 million mortgage on the property. As of December 31, 2021, the office condominium property is included in “Real estate and other assets available and held for sale and classified as discontinued operations” and the mortgage is included in “Liabilities associated with real estate held for sale and classified as discontinued operations” on the Company’s consolidated balance sheet. As of December 31, 2021 and 2020, the Company’s investment in Net Lease Venture II is recorded in “Real estate and other assets available and held for sale and classified as discontinued operations” on the Company’s consolidated balance sheets and for the years ended December 31, 2021, 2020 and 2019, the operations of the Company’s investment in Net Lease Venture II are classified in “Net income from discontinued operations” in the Company’s consolidated statements of operations (refer to Note 3 - Net Lease Sale and Discontinued Operations). ​ Other real estate equity investments—As of December 31, 2021, the Company’s other real estate equity investments include equity interests in real estate ventures ranging from 48% to 95%, comprised of investments of $43.3 million in operating properties, $17.6 million in Ground Leases and $1.1 million in land assets. As of December 31, 2020, the Company’s other real estate equity investments included $58.7 million in operating properties and $31.2 million in land assets. In November 2021, the Company acquired land for $33.3 million and simultaneously structured and entered into a Ground Lease on which a multi-family project will be constructed. In December 2021, the Company sold the Ground Lease to an investment fund the Company formed and manages that targets the origination and acquisition of Ground Leases for commercial real estate projects that are in a pre-development phase (the “Ground Lease Plus Fund”) and recognized no gain or loss on the sale. The Company owns a 53% noncontrolling interest in the Ground Lease Plus Fund. The Company does not have a controlling interest in the Ground Lease Plus Fund due to the substantive participating rights of its partner and accounts for this investment as an equity method investment. In addition, the Ground Lease Plus Fund has first look rights on qualifying pre-development projects for a maximum period up to two years. The Company and SAFE entered into an agreement pursuant to which SAFE would acquire the land and related Ground Lease from the Ground Lease Plus Fund when certain construction related conditions are met by a specified time period (refer to “Safehold Inc.” above). In August 2018, the Company provided a mezzanine loan with a principal balance of $33.0 million to an unconsolidated entity in which the Company owns a 50% equity interest. The loan was included in “Loans receivable and other lending investments, net” on the Company’s consolidated balance sheet as of December 31, 2020. In December 2021, the Company’s partner in the venture recapitalized the existing multifamily property, which included a Ground Lease provided by SAFE. As part of the recapitalization, the Company’s partner acquired its 50% equity interest in the entity and the mezzanine loan was repaid in full. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $2.3 million, $2.4 million and $2.8 million, respectively, of interest income on the mezzanine loan. In December 2016, the Company sold a land and development asset to a newly formed unconsolidated entity in which the Company owned a 50.0% equity interest. The Company provided financing to the entity in the form of a $27.0 million senior loan. In April 2019, the Company acquired the land and development asset from the entity for $34.3 million, which consisted of a $7.3 million cash payment and the assumption of the $27.0 million senior loan. During the year ended December 31, 2019, the Company recorded $0.6 million of interest income on the senior loan. This asset was sold in the fourth quarter 2020. Other strategic investments—As of December 31, 2021 and 2020, the Company also had investments in real estate related funds and other strategic investments in real estate entities. In January 2021, the Company sold two loans for $83.4 million to a newly formed entity in which the Company has a 53.0% noncontrolling equity interest. The Company did not recognize any gain or loss on the sales. In September 2021, the Company transferred a $75.0 million construction loan commitment to this entity. The Company does not have a controlling interest in this entity due to the substantive participating rights of its partner. The Company accounts for this investment as an equity method investment and receives a fixed annual fee in exchange for managing the entity. Summarized investee financial information—The following table presents the investee level summarized financial information of the Company’s equity method investments ($ in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | As of December 31, |  | ​ |  | For the Years Ended December 31,
​ |  | 2021 |  | 2020 |  | ​ |  | 2021 |  | 2020 |  | 2019
Balance Sheets | ​ | ​ | ​ | ​ | ​ | ​ | ​ | Income Statements | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total assets | ​ | $ | 6,107,890 | ​ | $ | 4,184,503 | ​ | Revenues | ​ | $ | 889,131 | ​ | $ | 129,789 | ​ | $ | 210,602
Total liabilities | ​ |  | 3,019,208 | ​ |  | 2,250,720 | ​ | Expenses | ​ |  | (254,001) | ​ |  | (188,605) | ​ |  | (176,887)
Noncontrolling interests | ​ |  | 3,024 | ​ |  | 2,181 | ​ | Net income (loss) attributable to parent entities | ​ |  | 634,896 | ​ |  | (59,010) | ​ |  | 33,522
Total equity attributable to parent entities | ​ |  | 3,085,657 | ​ |  | 1,931,602 | ​ |  | ​ |  |  | ​ |  |  | ​ |  |
​ During the years ended December 31, 2021 and 2020, SAFE represented a significant subsidiary of the Company. For detailed financial information regarding SAFE, please refer to its financial statements, which are publicly available on the website of the Securities and Exchange Commission at http://www.sec.gov under the ticker symbol "SAFE."

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