Terms

Series

8.00% Series D 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

June 30, 2019

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

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

Regulatory (Basel III) Call

No

Tax Classification

Other

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

2,800,000

Prospectus Summary

Safe Bulkers, Inc., a Marshall Islands-based dry bulk shipping company, is offering 2,800,000 shares of its 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares at a liquidation preference of $25.00 per share, generating an annual dividend of $2.00 per share ($0.50 quarterly). The shares are perpetual with no mandatory redemption date, and become callable by the issuer at $25.00 per share on or after June 30, 2019. These are cumulative preferred shares, meaning any dividends that are not declared or paid in a given period accumulate and must be paid in full before any distributions can be made to common shareholders. The Series D Preferred Shares sit above common shares and the Series A Participating Preferred Stock in the capital structure, and rank on parity with the existing Series B and Series C 8.00% Cumulative Redeemable Perpetual Preferred Shares. They are junior to all of Safe Bulkers' indebtedness and other liabilities, meaning creditors have first claim on assets in a liquidation. As a Marshall Islands holding company with vessel-owning subsidiaries, investors should note structural subordination risk: the preferred shares are claims against the parent, while the company's assets (vessels and cash) are held at the subsidiary level and already encumbered by significant long-term bank debt. No regulatory capital call provision applies, as Safe Bulkers is not a regulated financial institution. At the $25.00 offering price, the Series D Preferred Shares yield 8.00% per annum, with quarterly payments on January 30, April 30, July 30, and October 30 (commencing October 30, 2014). Because Safe Bulkers is a Marshall Islands foreign corporation, dividends are unlikely to qualify for the preferential 15%/20% qualified dividend income (QDI) tax rate available to U.S. individual investors, nor for the dividends-received deduction (DRD) for corporate holders—investors should consult their tax advisors. If dividends are in arrears for six or more quarterly periods, preferred holders gain the right to elect one additional board director, but there is no explicit provision in the prospectus blocking common dividends upon a preferred dividend shortfall beyond the general ranking protections.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends on the Series D Preferred Shares are in arrears for six or more quarterly periods (whether or not consecutive), holders gain the right to elect one additional director; no explicit stopper on common dividends is described in the provided text beyond the ranking provisions.

Other Preferreds from Safe Bulkers Inc

Div Score Breakdown

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