Long term debt | Long Term Debt Long term debt is comprised of the following borrowings: December 31, Borrower Commencement Maturity 2023 2024 Safe Bulkers September 2021 September 2026 10,500 — Safe Bulkers December 2021 December 2026 20,600 — Monagrouli April 2020 April 2027 19,360 16,720 Pelea - Vasstwo - Eniaprohi - Vassone December 2018 December 2028 23,750 17,750 Staloudi - Marilem - Kastrolem April 2024 April 2029 — 40,800 Shimafive October 2023 October 2030 25,500 22,500 Shimaseven January 2024 January 2031 — 22,875 Sub Total Term Loan credit facility 99,710 120,645 Safe Bulkers December 2021 December 2026 13,000 — Eptaprohi - Soffive - Marinouki - Marathassa - Pemer - Lofou December 2022 December 2028 50,000 60,000 Armonikos - Metamou - Vaslem - Stalem August 2024 August 2029 — 20,000 Pentakomo - Maxdekatria - Gloverthree - Gloverseven June 2023 June 2031 30,000 25,000 Sub Total Revolving credit facility 93,000 105,000 Maxdeka November 2019 August 2025 12,821 10,589 Shikoku November 2019 August 2025 13,486 11,138 Shikokutessera November 2019 August 2025 13,216 10,972 Glovertwo November 2019 August 2025 12,342 10,200 Maxtessera April 2021 October 2026 21,401 17,925 Kyotofriendo One September 2022 September 2027 21,737 18,689 Pinewood February 2021 February 2031 18,823 16,951 Shikokuepta August 2021 August 2031 19,167 17,167 Agros May 2022 May 2032 23,197 21,450 Yasudyo September 2023 September 2033 29,051 27,251 Shimaeight November 2023 November 2033 27,616 25,750 Shimasix January 2024 January 2034 — 28,000 Sub Total Sale and leaseback financing 212,857 216,082 Safe Bulkers Participations February 2022 February 2027 110,364 103,864 Sub Total Bond 110,364 103,864 Total 515,931 545,591 Current portion of long-term debt 27,156 60,799 Long-term debt 488,775 484,792 Total debt 515,931 545,591 Current portion of deferred financing costs 2,375 2,608 Deferred financing costs non-current 6,384 6,342 Total deferred financing costs 8,759 8,950 Total debt 515,931 545,591 Less: Total deferred financing costs 8,759 8,950 Total debt, net of deferred financing costs 507,172 536,641 Less: Current portion of long-term debt, net of current portion of deferred financing costs 24,781 58,191 Long-term debt, net of deferred financing costs, non-current 482,391 478,450 A. Term Loan Credit Facilities & Revolving Credit Facilities During 2018, Pelea, Vasstwo, Eniaprohi and Vassone entered into a term loan credit facility with a financial institution for $47,750, secured by the vessels owned by them. The credit facility was drawn down in two tranches, a tranche of $23,075 drawn down in 2018 and a second tranche of $24,675 drawn down in 2019. During 2022, the maturity of the facility was extended to December 2028. During 2020, Monagrouli entered into a term loan credit facility with a financial institution for $26,400, regarding the newbuild vessel Monagrouli had agreed to acquire. The credit facility was drawn down in 2020 upon the delivery of the newbuild vessel. In September 2021, Safe Bulkers amended one of its credit facilities with a financial institution and agreed to a new structure for a credit facility of $60,000 secured by the vessels owned by Eniadefhi, Maxdodeka, Gloverfour, Gloverfive and Youngone, comprising a term loan tranche of $30,000 and a reducing revolving credit facility tranche providing for a drawdown capacity of up to $30,000. In January 2024, the vessel owned by Youngone was released from the security package, and the availability of the revolving credit facility tranche was reduced by $5,000. In December 2024, the outstandings of the term loan tranche were prepaid in full. As of December 31, 2024, no amount was outstanding and an amount of $25,000 was available for drawdown under the reducing revolving credit facility tranche. In December 2024, Safe Bulkers entered into a new reducing revolving credit facility with the same financial institution for an amount of up to $100,000, which will refinance the facility secured by the vessels owned by Eniadefhi, Maxdodeka, Gloverfour and Gloverfive . The new facility will be available for drawing in September 2025, has a tenor of six years and will be further secured by the vessels owned by Georgos and Agonistis. In December 2021, Safe Bulkers entered into a credit facility with a financial institution for an amount up to $100,000 secured by the vessels owned by Youngtwo, Shikokupente, Maxeikositessera, Maxenteka, Maxpente and Shikokuennia, comprising a term loan tranche of $50,000 and a reducing revolving credit facility tranche providing for a drawdown capacity of up to $50,000. In July 2023, the vessel owned by Maxeikositessera was released from the security package, and in September 2023, the vessel owned by Shikokuokto was added to the security package, in both cases without any amendment of either the term loan tranche or the availability of the reducing revolving credit facility tranche. In December 2024, the outstandings of the term loan tranche were prepaid in full. As of December 31, 2024, no amount was outstanding and an amount of $50,000 was available for drawdown under the reducing revolving credit facility tranche. In December 2022, Eptaprohi, Soffive, Marinouki, Marathassa, Kerasies, Pemer and Lofou entered into a revolving reducing credit facility with a financial institution for an amount up to $80,000 secured by the vessels owned by them. During the year ended December 31, 2023, the maturity of the revolving reducing credit facility was extended from June 2028 to December 2028 and its margin was amended. In December 2023, the vessel owned by Kerasies was released from the security package without any amendment in the availability of the reducing revolving credit facility. In April 2024, the vessel owned by Marathassa was released from the security package without any amendment in the availability of the reducing revolving credit facility. As of December 31, 2024, an amount of $60,000 was outstanding and an amount of $10,600 was available for drawdown under this reducing revolving credit facility. During 2022, Shimafive entered into a term loan credit facility with a financial institution for $25,500, regarding the newbuild vessel Shimafive had agreed to acquire. The credit facility was drawn down in October 2023 upon delivery of the newbuild vessel. During 2022, Shimaseven entered into a term loan credit facility with a financial institution for $25,500, regarding the newbuild vessel Shimaseven had agreed to acquire. The credit facility was drawn down in January 2024 upon delivery of the newbuild vessel. In January 2023, Pentakomo, Maxdekatria, Gloverthree,and Gloverseven entered into a credit facility with a financial institution for a reducing revolving credit facility providing for a drawdown capacity of up to $67,500, to be converted to a term loan credit facility in June 2026. The facility was made available in June 2023, upon delivery of the newbuild vessel Gloverseven had agreed to acquire. In March 2024, the vessel owned by Maxdekatria was released from the security package, and the availability of the revolving credit facility tranche was reduced by $9,050. As of December 31, 2024, an amount of $25,000 was outstanding and an amount of $25,850 was available for drawdown under this reducing revolving credit facility. In April 2024, Kastrolem, Marilem, and Staloudi entered into a term loan credit facility with a financial institution for an amount up to $48,000 secured by the vessels owned by them. The credit facility was drawn down in April 2024. In August 2024, Armonikos, Metamou, Vaslem and Stalem entered into a revolving reducing credit facility with a financial institution for an amount up to $50,000 secured by the vessels owned by them. As of December 31, 2024, an amount of $20,000 was outstanding and an amount of $28,750 was available for drawdown under this reducing revolving credit facility. B. Sale and Leaseback Financings Sale and leaseback financing represents financing obtained from concluding an agreement to sell the vessel and then lease her back under a bareboat charter for a pre-determined period with either an obligation or an option to purchase (that is reasonably certain, at inception, will be exercised) the vessel back at the end of the respective charter period or an option to purchase the respective vessel during the charter period at predetermined purchase prices. Transactions which involve a purchase obligation (or a purchase option that is reasonably certain, at inception, that will be exercised) are treated as a failed sale and hence represent merely a financing arrangement. The above table includes twelve such facilities outstanding as of December 31, 2024, whereby the relevant vessels were formerly owned by our respective subsidiaries and ownership will revert back to the Company on settlement of the outstanding amounts. Details of these facilities are as follows: Each of Shikokutessera, Maxdeka, Shikoku and Glovertwo entered into a sale and leaseback agreement in November 2019, with third party companies, subsidiaries of a financial institution, regarding the respective vessel owned by the relevant subsidiary. Under these agreements, the respective vessel was sold and leased back on a bareboat charter basis, in the case of the vessel owned by Shikokutessera for a period of 8 years, and in the case of the other three vessels for seven and a half years. Each respective subsidiary held an option to purchase back its respective vessel five years and nine months after the commencement of the respective bareboat charter. The sale and leaseback agreements include onerous provisions for the relevant subsidiaries in the event that such options are not exercised. The Company had verbally committed to exercise this purchase option for all four vessels. In view of this commitment and the onerous provisions if the options are not exercised, the Company has assessed that these transactions be recorded as financing transactions. The purchase options were exercised in August 2024, and all four vessels will be acquired back in August 2025, when all outstanding amounts under these sale and leaseback agreements will be repaid. Pinewood entered into a sale and leaseback agreement in January 2021, consummated in February 2021, with an unrelated third party, regarding the vessel owned by Pinewood. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Pinewood holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Pinewood to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as financing transaction. Maxtessera entered into a sale and leaseback agreement in March 2021, consummated in April 2021, with a third party company, subsidiary of a financial institution, regarding the vessel owned by Maxtessera. Under this agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 7 years. Maxtessera holds an option to purchase back its vessel five years and six months after the commencement of the bareboat charter. The sale and leaseback agreement includes onerous provisions for the subsidiary in the event that such option is not exercised. The Company has verbally committed to exercise this purchase option. In view of this commitment and the onerous provisions where the option was not exercised, the Company has assessed that this transaction be recorded as a financing transaction. Shikokuepta entered into a sale and leaseback agreement in July 2021, consummated in August 2021, with an unrelated third party, regarding the vessel owned by Shikokuepta. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Shikokuepta holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Shikokuepta to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as financing transaction. Agros entered into a sale and leaseback agreement in October 2020, with an unrelated third party, regarding the newbuild vessel Agros had agreed to acquire. The transaction was consummated in May 2022 upon delivery of the vessel to Agros. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Agros holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Agros to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction. Kyotofriendo One entered into a sale and leaseback agreement in September 2022 with an unrelated third party regarding the vessel owned by Kyotofriendo One. The transaction was consummated in September 2022. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of five years, with a purchase obligation at the end of the 5th year. Furthermore, Kyotofriendo One holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Kyotofriendo One to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction. Yasudyo entered into a sale and leaseback agreement in March 2023, with an unrelated third party, regarding the newbuild vessel Yasudyo had agreed to acquire. The transaction was consummated in September 2023 upon delivery of the vessel to Yasudyo. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Yasudyo holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Yasudyo to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction. Shimaeight entered into a sale and leaseback agreement in October 2023, with an unrelated third party, regarding the newbuild vessel Shimaeight had agreed to acquire. The transaction was consummated in November 2023 upon delivery of the vessel to Shimaeight. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Shimaeight holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Shimaeight to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction. Shimasix entered into a sale and leaseback agreement in December 2023, with an unrelated third party, regarding the newbuild vessel Shimasix had agreed to acquire. The transaction was consummated in January 2024 upon delivery of the vessel to Shimasix. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Shimasix holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Shimasix to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction. Our financing facilities bear interest at SOFR plus a margin plus a credit adjustment spread where applicable, except for the Kyotofriendo One sale and leaseback transaction and a portion of each of Shikokutessera, Maxdeka, Shikoku, Glovertwo and Maxtessera sale and leaseback transactions. A portion of each of the Shikokutessera, Maxdeka, Shikoku, Glovertwo and Maxtessera financing facilities are deemed to incur interest at a fixed rate calculated so that the initial facility amount be amortized to maturity down to the purchase option price of each vessel. Our financing facilities are generally repayable by monthly or quarterly principal installments and a balloon payment due on maturity. The fair value of debt outstanding on December 31, 2024 amounted to $446,902 when valuing the Shikokutessera, Maxdeka, Shikoku, Glovertwo, Maxtessera and Kyotofriendo One loan facilities on the basis of the deemed equivalent fixed rate, as applicable on December 31, 2024, which are considered to be Level 2 items in accordance with the fair value hierarchy. As of December 31, 2024, a total amount of $140,200 was available for drawdown under the reducing revolving credit facilities and reducing revolving credit facility tranches. Our term loan and reducing revolving credit facilities were secured as follows: • First priority mortgages over the vessels owned by the Company or title of ownership for the vessels under sale and lease back finance arrangements; • First priority assignment of all insurances and earnings of the relevant vessels; and • Guarantee from Safe Bulkers in respect of facilities entered into by Subsidiaries. The financing agreements contain debt covenants including restrictions as to changes in management and ownership of the vessels, entering into certain long-term charters, additional indebtedness and mortgaging of vessels without the respective lender’s prior consent, minimum vessel insurance cover ratio requirements, as well as minimum fair vessel value ratio to outstanding loan principal requirements (the “Minimum Value Covenant”). The Minimum Value Covenant must not fall below 105%, 112%, 120%, 125% or 135% as the ca se may be. The borrowers are permitted to pay dividends to their owners as long as no event of default under the respective loan has occurred or has not been remedied or would occur as a result of the payment of such dividends. Certain of the financing agreements require the respective borrowers to maintain at all times a minimum balance in each vessel operating account, from $200 to $500. The Safe Bulkers facilities and the corporate guarantees of the Company include the following financial covenants: • total consolidated liabilities divided by total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets), must not exceed 85% (the “Consolidated Leverage Covenant”); • total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) less its total consolidated liabilities must not be less than $150,000 (the “Net Worth Covenant”); • the ratio of EBITDA over consolidated interest expense must not be less than 2.0:1, on a trailing 12 months’ basis (the “EBITDA Covenant”); • a minimum of 30% or 35%, as per the relevant agreement, of its voting and ownership rights shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the relevant credit facilities and in the case of one facility Polys Hajioannou beneficially holds a minimum of 20% of the voting and ownership rights (the “Control Covenant”); and • payment of dividends is subject to no event of default having occurred and be continuing or would occur as a result of the payment of such dividends. The Minimum Value Covenant, Consolidated Leverage Covenant, EBITDA Covenant, Net Worth Covenant and Control Covenant do not apply to the Pinewood, Shikokuepta, Agros, Kyotofriendo One, Yasudyo, Shimaeight and Shimasix financing agreements. The EBITDA Covenant does not apply to the Monagrouli, Shimafive and Shimaseven loan facilities. The Minimum Value Covenant does not apply to the Maxdeka, Shikoku, Shikokutessera, Glovertwo and Maxtessera financing agreements. As of December 31, 2024, the Company was in compliance with all debt covenants in effect, with respect to its financing facilities. C. Unsecured Bond In February 2022, the Company, through its wholly owned subsidiary, Safe Bulkers Participations Plc (the “Issuer”), issued €100,000,000 of unsecured bonds to investors and listed the bonds on the Athens Exchange (the "Bond"). The Bond matures in February 2027 and carries a coupon of 2.95%, payable semi-annually. The bond offering was completed on February 11, 2022, and the trading of the bonds on the Athens Exchange commenced on February 14, 2022. The Bond can be called in part (pro rata) or in full by the Issuer on any coupon payment date, after the second anniversary and until six months prior to maturity. If the Bond is redeemed (in part or in full) on i) the 5th and/or 6th coupon payment date, bondholders will receive a premium of 1.5% on the nominal amount of the bond redeemed, ii) the 7th and/or 8th coupon payment date, bondholders will receive a premium of 0.5% on the nominal amount of the bond redeemed; and iii) the 9th coupon payment date, no premium shall be paid for a redemption. In case there is a material change in the tax treatment of the Bond for the Issuer, then the Issuer has the right, at any time, to fully prepay the Bond without paying any premium. The Issuer can exercise the early redemption right in part, one or more times, by prepaying each time a nominal amount of bonds equal to at least €10,000,000, provided that the remaining nominal amount of the bonds after the early redemption is not lower than €50,000,000. As of December 31, 2024, the outstanding balance of the Bond amounted to $103,864. The fair value of the Bond determined through Level 1 of the fair value hierarchy as at December 31, 2024, amounted to €98,000,000 or $101,787. The Bond includes the following financial covenants for the Company: • total consolidated liabilities divided by total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets), must not exceed 85%; • total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) less its total consolidated liabilities must not be less than $150,000; • the ratio of EBITDA over consolidated interest expense must not be less than 2.0:1, on a trailing 12 months’ basis; and • a minimum of 30% of its voting and ownership rights shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the Bond. As of December 31, 2024, the Company was in compliance with all covenants in effect, with respect to the Bond. The estimated minimum annual principal payments required to be made after December 31, 2024, based on the above credit facilities, sale and leaseback financings and the Bond are as follows: To December 31, 2025 $ 60,799 2026 47,623 2027 164,765 2028 78,258 2029 62,708 2030 and thereafter 131,438 Total $ 545,591 Total interest incurred on long-term debt for the years ended December 31, 2022, December 31, 2023 and December 31, 2024 amounted to $17,651, $27,285 and $33,011, respectively, which includes interest capitalized of $513, $2,578 and $1,636 for the years ended December 31, 2022, December 31, 2023 and December 31, 2024, respectively. The average interest rate (including the margin in the case of credit facilities and sale and leaseback financings and the coupon of the Bond) for all long-term debt during the years December 31, 2022, December 31, 2023 and December 31, 2024 was 3.255% p.a., 6.034% p.a. and 6.358% p.a., respectively. |