Terms

Series

7.75% Series A Cumulative Redeemable Perpetual Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

7.75%

Rate Type

Fixed

Annual Dividend

$1.94

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

February 28, 2019

First Call Price

$25.00

Mandatory Redemption Date

May 15, 2014

Redemption Notice Period

10 days

Capital Stack Ranking

Junior To: All Current And Future Indebtedness Of Power Reit, Indebtedness Of Subsidiaries, Any Future Equity Securities Approved By Two-Thirds Vote Of Series A Preferred Holders To Rank Senior; Pari Passu With: Any Future Equity Securities Designated As Ranking Equal To Series A Preferred Stock; Senior To: Common Stock, All Equity Securities Ranking Junior To Series A Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

175,000

Prospectus Summary

Power REIT, a Maryland-domiciled REIT focused on transportation and energy infrastructure real estate, is offering up to 175,000 shares of its 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock at a liquidation preference of $25.00 per share. The fixed annual dividend of $1.9375 per share ($0.484375 quarterly) commenced June 15, 2014 and is paid on March 15, June 15, September 15, and December 15. The stock is perpetual with no stated maturity and is optionally redeemable by the issuer at $25.00 on or after February 28, 2019. Because dividends are cumulative, any missed payments accrue and must be paid in full before the issuer can make any distributions to common shareholders. The Series A Preferred Stock ranks senior to Power REIT's common stock with respect to dividends and liquidation, but is explicitly junior to all existing and future indebtedness of the company and its subsidiaries. There are no senior preferred series outstanding at issuance. As a holding company REIT, Power REIT's obligations are effectively structurally subordinated to obligations at the subsidiary level (including P&WV Railroad). The issuer retains a special REIT-qualification call allowing redemption at $25.00 plus accrued dividends at any time if the board determines redemption is necessary to preserve REIT status — a tax-driven trigger, not a regulatory capital trigger. There is no Tier 1 capital or bank regulatory call provision, as Power REIT is not a bank. At the $25.00 offering price, the effective yield is 7.75% per annum. Because Power REIT is a REIT, dividends generally do not qualify for the preferential 15%/20% qualified dividend income (QDI) rate available to individuals, nor for the corporate dividends-received deduction (DRD); they are typically treated as ordinary income. Record dates are set by the board between 10 and 30 days before each quarterly payment date. The dividend stopper prevents any common stock dividends or junior/parity security repurchases unless all cumulative Series A dividends for past periods have been paid or set aside — providing meaningful protection to preferred holders against dividend leakage to common shareholders while arrearages exist.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Power REIT has not paid full cumulative dividends on the Series A Preferred Stock for all past dividend periods, it may not pay dividends on or repurchase common stock or any other securities ranking junior or equal to the Series A Preferred Stock.

Other Preferreds from Power REIT

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 41 (Average)