Terms

Series

8.00% Series C Cumulative Redeemable Perpetual Preferred Shares

Liquidation Preference

$25.00

Coupon Rate

8%

Rate Type

Fixed

Annual Dividend

$2.00

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

May 31, 2019

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Other Liabilities, Any Senior Capital Stock Expressly Made Senior; Pari Passu With: 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares, Any Parity Capital Stock Issued After Original Issue Date; Senior To: Common Shares, Series A Participating Preferred Stock, Any Junior Capital Stock Issued After Original Issue Date

Regulatory (Basel III) Call

No

Tax Classification

Other

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

2,000,000

Prospectus Summary

Safe Bulkers, Inc., a Marshall Islands-incorporated dry bulk shipping company, is offering 2,000,000 shares of its 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares at a liquidation preference of $25.00 per share, with an annual dividend of $2.00 per share ($0.50 quarterly). The shares are perpetual with no mandatory redemption date and are callable at $25.00 beginning May 31, 2019, or upon a 'fundamental change' (delisting of common stock). Dividends are cumulative, meaning any missed payments accumulate and must be paid in full before distributions can be made to common shareholders — providing a meaningful layer of dividend protection for preferred holders. The Series C Preferred Shares sit above Safe Bulkers' common shares and any Series A Participating Preferred Stock, and rank on parity with the existing 8.00% Series B Preferred Shares. However, they are junior to all of the company's indebtedness and general liabilities — meaning in a distress scenario, all creditors must be satisfied before preferred holders receive any recovery. As a holding company with vessel-owning subsidiaries, preferred holders face structural subordination risk. There is no regulatory capital call provision, as Safe Bulkers is a shipping company, not a financial institution. If dividends fall six or more quarterly periods in arrears, preferred holders (voting as a class with other parity preferred) gain the right to elect one additional director to the board. At the $25.00 offering price, the Series C Preferred Shares yield exactly 8.00% per annum, with quarterly payments on January 30, April 30, July 30, and October 30 (commencing July 30, 2014). Because Safe Bulkers is incorporated in the Marshall Islands and operates as a foreign private issuer, dividends are unlikely to qualify for the U.S. preferential qualified dividend income (QDI) rate or the corporate dividends-received deduction (DRD), and investors should consult their tax advisors. The shares are not expected to carry a credit rating. Dividend payments require board declaration and are subject to legal availability of funds, though the cumulative feature ensures that any skipped dividends must be made whole before junior securities receive any distributions.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends on the Series C Preferred Shares are in arrears, the company is restricted from paying dividends on common shares and other junior securities until all accumulated and unpaid dividends on the Series C Preferred Shares are paid or set apart for payment.

Other Preferreds from Safe Bulkers Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 43 (Average)