Terms

Series

6.000% Series E Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6%

Rate Type

Fixed

Annual Dividend

$1.50

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

September 17, 2024

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness Of Saul Centers, Inc., All Indebtedness And Liabilities Of Subsidiaries, Any Future Equity Securities Designated As Senior To Series E Preferred Stock; Pari Passu With: 6.875% Series C Cumulative Redeemable Preferred Stock, 6.125% Series D Cumulative Redeemable Preferred Stock, Future Parity Equity Securities; Senior To: Common Stock, All Other Equity Securities Not Specifically Designated As Parity Or Senior

Regulatory (Basel III) Call

No

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Depositary Share Fraction

0.01

Shares Offered

4,000,000

Prospectus Summary

Saul Centers, Inc., a self-managed REIT focused on shopping centers and mixed-use properties, is offering 4,000,000 depositary shares (NYSE: BFS PRE), each representing 1/100th of a share of its 6.000% Series E Cumulative Redeemable Preferred Stock, with a liquidation preference of $25.00 per depositary share. The fixed annual dividend is $1.50 per depositary share (6.000% of par), paid quarterly on January 15, April 15, July 15, and October 15, beginning October 15, 2019. This is a cumulative preferred: if dividends are missed for any reason, they accrue and must be paid in full before any distributions can be made to common shareholders. The stock is callable at $25.00 beginning September 17, 2024, and has no stated maturity date. The Series E preferred stock ranks senior to Saul Centers' common stock and junior preferred equity, and on parity with the existing 6.875% Series C and 6.125% Series D cumulative preferred shares. Critically, it is effectively junior to all existing and future debt of Saul Centers (approximately $1.1 billion as of June 30, 2019) and structurally subordinated to all indebtedness of its subsidiaries, since Saul Centers operates almost entirely through its operating partnership. There is no bank-regulatory Tier 1 capital call provision; however, the issuer retains the right to redeem the preferred at any time, including before 2024, if necessary to preserve REIT tax status. A special optional redemption right also applies upon a Change of Control or Delisting Event. At the $25.00 offering price, the Series E preferred yields 6.000% annually. Because Saul Centers is a REIT, dividends are generally not eligible for the preferential 15%/20% qualified dividend income (QDI) rate for individual investors, nor for the dividends-received deduction (DRD) for corporate holders — most distributions will be treated as ordinary income or return of capital. Dividends are payable quarterly (January 15, April 15, July 15, October 15), with record dates set 10–30 days before each payment date. The dividend stopper provision prohibits distributions on common stock or junior securities if accumulated Series E preferred dividends remain unpaid; additionally, if six or more quarterly dividends are in arrears, preferred holders gain the right to elect two directors.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Saul Centers has not paid all accumulated dividends on the Series E preferred stock, it may not redeem fewer than all outstanding Series E preferred shares, and may not pay dividends or make distributions on junior securities (including common stock) until all accumulated Series E preferred dividends are paid or set apart.

Other Preferreds from Saul Centers Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 38 (Weak)