Safe Bulkers announced the commencement of an exchange offer for any and all of its outstanding 8.00% Series B Cumulative Redeemable Perpetual Preferred Shares.
Holders who elect to exchange their Series B Preferred Shares in the Exchange Offer will receive, for each such Series B Preferred Share, (i) $22.50 in cash and (ii) 2.0 newly issued shares of common stock, par value $0.001 per share, of Safe Bulkers.
The Exchange Offer is scheduled to expire at 11:59 p.m., New York City time, on April 5, 2017, and is expected to settle on or about April 7, 2017, in each case, unless the Exchange Offer is extended or terminated. Series B Preferred Shares must be validly tendered prior to the expiration of the Exchange Offer in order to participate in the Exchange Offer, and tendered Series B Preferred Shares may be withdrawn at any time prior to the expiration of the Exchange Offer.
The Exchange Offer is being made pursuant to an Offer to Exchange and related documents, each dated March 9, 2017. The completion of the Exchange Offer is subject to the satisfaction or waiver of conditions described in the Offer to Exchange. Subject to applicable law, Safe Bulkers, in its sole discretion, may waive the conditions applicable to the Exchange Offer, or extend, terminate or otherwise amend the Exchange Offer.
The issuance of Common Stock as consideration for the Series B Preferred Shares exchanged and accepted in the Exchange Offer will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption from registration thereunder. The Common Stock received by an exchanging holder will be listed on the New York Stock Exchange and freely tradable under U.S. securities laws, unless such holder is considered an “affiliate” of ours, as that term is defined in the Securities Act.
Series B Preferred Shares validly tendered, not properly withdrawn and accepted by Safe Bulkers for exchange pursuant to the Exchange Offer will be delivered to American Stock Transfer & Trust Company, LLC, the Exchange Agent for the Exchange Offer, and will be retired and cancelled.