Safe Bulkers, Inc. an international provider of dry bulk marine transportation services, announced today that it is considering a private placement of approximately 12,000,000 new common shares (the “Offer Shares”) (the “Private Placement”).
The Company has not prepared or issued a prospectus, institutional offering memorandum or other offering document in connection with the Private Placement.
The Company has appointed Piraeus Bank S.A., DNB Carnegie, a member of DNB Bank ASA, and Fearnley Securities AS (together, the “Managers”) as managers of the Private Placement.
The number of Offer Shares and the price per share (the “Offer Price”) will be determined by the Company’s Board of Directors (the “Board of Directors”), in consultation with the Managers, based on an accelerated bookbuilding process to be conducted by the Managers. The Offer Price will be denominated in euros.
The Company intends to use the net proceeds from the Private Placement to strengthen its liquidity, finance its existing newbuilding vessel construction program and, potentially, to finance future orders of newbuilding vessels or the acquisition of second-hand vessels, as well as for general corporate purposes.
Mr. Polys Haji-Ioannou (photo), the Company’s Chief Executive Officer and largest shareholder, has committed to participate in the Private Placement and to subscribe for 2,000,000 Offer Shares at the Offer Price, subject to a possible scale-back of his allocation, in order to facilitate the allocation of shares to other high-quality investors.
Structure of the Offering
The Offer Shares will be offered and sold by the Managers exclusively to institutional investors outside the United States, through offshore transactions, pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”).
In the member states of the European Economic Area (“EEA”), the offering is addressed exclusively to “qualified investors,” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council (the “Prospectus Regulation”).
In the United Kingdom (“UK”), the offering is addressed exclusively to persons who qualify as “qualified investors,” within the meaning of paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 (“POATRs”).
Transfer Restriction (Lock-Up)
The Company, the members of the Board of Directors and the Company’s executive management will agree with the Managers to customary lock-up commitments for a period of 180 days following the completion of the Private Placement, subject to customary exceptions.
Suspension of Trading on Euronext Athens
The Company has submitted a request to the Hellenic Capital Market Commission for the suspension of trading of its common shares on Euronext Athens on September 9, 2026, from the start of the session until the announcement of the result of the Private Placement, which is expected to take place no later than 14:00 (EET) / 13:00 (CEST) on the same day.
The Company will announce the result of the Private Placement, including the final Offer Price and the number of Offer Shares to be issued, after the completion of the bookbuilding process, through a subsequent announcement.
Advisers
Piraeus Bank S.A., DNB Carnegie, a member of DNB Bank ASA, and Fearnley Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the Private Placement.
Milbank LLP is acting as legal counsel to the Company, while PotamitisVekris and Advokatfirmaet BAHR AS are acting as legal counsels to the Managers.