Terms

Series

5.25% Series M Cumulative Redeemable Preferred Shares of Beneficial Interest

Liquidation Preference

$25.00

Coupon Rate

5.25%

Rate Type

Fixed

Annual Dividend

$1.31

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 13, 2022

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Indebtedness And Other Non-Equity Claims On Vornado Realty Trust; Pari Passu With: Series A Convertible Preferred Shares, Series D-10 Cumulative Redeemable Preferred Shares, Series D-11 Cumulative Redeemable Preferred Shares, Series D-12 Cumulative Redeemable Preferred Shares, Series D-14 Cumulative Redeemable Preferred Shares, Series D-15 Cumulative Redeemable Preferred Shares, Series G Cumulative Redeemable Preferred Shares, Series I Cumulative Redeemable Preferred Shares, Series K Cumulative Redeemable Preferred Shares, Series L Cumulative Redeemable Preferred Shares; Senior To: Common Shares, Junior Shares (Any Junior Capital Stock)

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

12,000,000

Prospectus Summary

Vornado Realty Trust is offering 12,000,000 shares of its 5.25% Series M Cumulative Redeemable Preferred Shares at a liquidation preference of $25.00 per share, with a first call date of December 13, 2022 at par. The shares pay a fixed annual dividend of $1.3125 per share ($0.328125 quarterly), commencing April 1, 2018. These are cumulative preferred shares, meaning that any unpaid dividends accrue and must be paid in full before Vornado can resume common dividends — providing holders a contractual claim on missed payments. The Series M Preferred Shares rank senior to Vornado's common shares and all other junior equity, and on parity with ten other outstanding preferred series (Series A, D-10 through D-15, G, I, K, and L). As equity interests, they are junior to all of Vornado's indebtedness and non-equity claims in liquidation. Because Vornado is a holding company that conducts its business through operating partnership Vornado Realty L.P., preferred shareholders are structurally subordinated to creditors of the Operating Partnership. Additionally, Vornado retains a REIT-preservation call right permitting early redemption before December 13, 2022 solely if needed to maintain REIT tax status. At the $25.00 offering price, the Series M Preferred Shares yield 5.25% annually. As REIT distributions, dividends generally do not qualify for the preferential 15%/20% qualified dividend income (QDI) rate for individual investors, nor the dividends-received deduction (DRD) for corporate holders, and are typically taxed as ordinary income. Dividends are paid quarterly on January 1, April 1, July 1, and October 1, with record dates set by the Board not more than 30 days prior to each payment date. The dividend stopper prevents any payments on common or junior shares unless all accumulated Series M preferred dividends have been fully paid.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Vornado has not paid all accumulated dividends on the Series M Preferred Shares (and parity shares), it cannot pay dividends on or repurchase its common shares or any other junior securities.

Other Preferreds from Vornado Realty Trust

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 40 (Weak)