Long-Term Debt | Long-Term Debt Debt Summary Debt as of September 30, 2017 and December 31, 2016 consisted of the following: Balance Outstanding as of Debt Interest Maturity September 30, December 31, Credit facilities Senior unsecured credit facility Floating (a) January 2021 (a) $ 0 $ 0 LHL unsecured credit facility Floating (b) January 2021 (b) 0 0 Total borrowings under credit facilities 0 0 Term loans First Term Loan Floating/Fixed (c) January 2022 300,000 300,000 Second Term Loan Floating/Fixed (c) January 2021 555,000 555,000 Debt issuance costs, net (1,951 ) (2,242 ) Total term loans, net of unamortized debt issuance costs 853,049 852,758 Massport Bonds Hyatt Regency Boston Harbor (taxable) Floating (d) March 2018 5,400 5,400 Hyatt Regency Boston Harbor (tax exempt) Floating (d) March 2018 37,100 37,100 Debt issuance costs, net (16 ) (45 ) Total bonds payable, net of unamortized debt issuance costs 42,484 42,455 Mortgage loan Westin Copley Place Floating (e) August 2018 (e) 225,000 225,000 Debt issuance costs, net (800 ) (1,506 ) Total mortgage loan, net of unamortized debt issuance costs 224,200 223,494 Total debt $ 1,119,733 $ 1,118,707 (a) Borrowings bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at September 30, 2017 and December 31, 2016 . The Company has the option, pursuant to certain terms and conditions, to extend the maturity date for two six -month extensions. (b) Borrowings bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. There were no borrowings outstanding at September 30, 2017 and December 31, 2016 . LHL has the option, pursuant to certain terms and conditions, to extend the maturity date for two six -month extensions. (c) Term loans bear interest at floating rates equal to LIBOR plus an applicable margin. The Company entered into interest rate swaps to effectively fix the interest rates for the First Term Loan (as defined below) and the Second Term Loan (as defined below). At September 30, 2017 and December 31, 2016 , the Company had interest rate swaps on the full amounts outstanding. See “Derivative and Hedging Activities” below. At September 30, 2017 , the fixed all-in interest rates for the First Term Loan and Second Term Loan were 3.23% and 2.95% , respectively, at the Company’s current leverage ratio (as defined in the swap agreements). At December 31, 2016 , the fixed all-in interest rates for the First Term Loan and Second Term Loan were 2.38% and 2.95% , respectively, at the Company’s current leverage ratio (as defined in the swap agreements). (d) The Massport Bonds are secured by letters of credit issued by U.S. Bank National Association and the letters of credit are secured by the Hyatt Regency Boston Harbor. In August 2017, the Company exercised its final extension option to extend the letters of credit through March 1, 2018, the Massport Bonds’ maturity date. The bonds bear interest based on weekly floating rates. The interest rates as of September 30, 2017 were 1.19% and 0.98% for the $5,400 and $37,100 bonds, respectively. The interest rates as of December 31, 2016 were 0.75% and 0.76% for the $5,400 and $37,100 bonds, respectively. The Company incurs an annual letter of credit fee of 1.35% . (e) The mortgage loan matures on August 14, 2018 with three options to extend the maturity date to January 5, 2021, pursuant to certain terms and conditions. The interest-only mortgage loan bears interest at a variable rate ranging from LIBOR plus 1.75% to LIBOR plus 2.00% , depending on Westin Copley Place’s net cash flow (as defined in the loan agreement). The interest rate as of September 30, 2017 was LIBOR plus 1.75% , which equaled 2.99% . The interest rate as of December 31, 2016 was LIBOR plus 1.75% , which equaled 2.46% . The mortgage loan allows for prepayments without penalty, subject to certain terms and conditions. Future scheduled debt principal payments as of September 30, 2017 (refer to previous table for extension options) are as follows: 2017 $ 0 2018 267,500 2019 0 2020 0 2021 555,000 Thereafter 300,000 Total debt $ 1,122,500 A summary of the Company’s interest expense and weighted average interest rates for unswapped variable rate debt for the three and nine months ended September 30, 2017 and 2016 is as follows: For the three months ended For the nine months ended September 30, September 30, 2017 2016 2017 2016 Interest Expense: Interest incurred $ 9,561 $ 9,552 $ 27,553 $ 31,421 Amortization of debt issuance costs 669 841 2,098 2,554 Capitalized interest (204 ) (61 ) (375 ) (294 ) Interest expense $ 10,026 $ 10,332 $ 29,276 $ 33,681 Weighted Average Interest Rates for Unswapped Variable Rate Debt: Senior unsecured credit facility N/A 2.17 % N/A 2.14 % LHL unsecured credit facility N/A N/A N/A 2.13 % Massport Bonds 0.95 % 0.55 % 0.84 % 0.36 % Mortgage loan (Westin Copley Place) 2.97 % 2.25 % 2.76 % 2.20 % Credit Facilities On January 10, 2017, the Company refinanced its $750,000 senior unsecured credit facility with a syndicate of banks. As amended, the credit facility now matures on January 8, 2021, subject to two six -month extensions that the Company may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. The credit facility, with a current commitment of $750,000 , includes an accordion feature which, subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments of up to $1,250,000 . Borrowings under the credit facility bear interest at floating rates equal to, at the Company’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, the Company is required to pay a variable unused commitment fee of 0.20% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the credit facility. On January 10, 2017, LHL also refinanced its $25,000 unsecured revolving credit facility to be used for working capital and general lessee corporate purposes. As amended, the LHL credit facility matures on January 10, 2021, subject to two six -month extensions that LHL may exercise at its option, pursuant to certain terms and conditions, including payment of an extension fee. Borrowings under the LHL credit facility bear interest at floating rates equal to, at LHL’s option, either (i) LIBOR plus an applicable margin, or (ii) an Adjusted Base Rate (as defined in the credit agreement) plus an applicable margin. Additionally, LHL is required to pay a variable unused commitment fee of 0.20% or 0.30% of the unused portion of the credit facility, depending on the average daily unused portion of the LHL unsecured credit facility. The Company’s senior unsecured credit facility and LHL’s unsecured credit facility contain certain financial and other covenants, including covenants relating to net worth requirements, debt ratios and fixed charge coverage ratios. In addition, pursuant to the terms of the agreements, if a default or event of default occurs or is continuing, the Company may be precluded from paying certain distributions or other payments to its shareholders. The Company and certain of its subsidiaries guarantee the obligations under the Company’s senior unsecured credit facility. While the senior unsecured credit facility does not initially include any pledges of equity interests in the Company’s subsidiaries, in connection with the January 10, 2017 refinancing, such pledges and additional subsidiary guarantees would be required in the event that the Company’s leverage ratio later exceeds 6.50 : 1.00 for two consecutive fiscal quarters. In the event that such pledge and guarantee requirement is triggered, the pledges and additional guarantees would ratably benefit the Company’s senior unsecured credit facility, the First Term Loan and the Second Term Loan. If at any time the Company’s leverage ratio falls below 6.50 : 1.00 for two consecutive fiscal quarters, such pledges and additional guarantees may be released. Term Loans On January 10, 2017, the Company refinanced its $300,000 unsecured term loan (the “First Term Loan”) that matures on January 10, 2022. The First Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments of up to $500,000 . The First Term Loan bears interest at variable rates. On January 10, 2017, the Company amended and restated its $555,000 unsecured term loan (the “Second Term Loan”) that matures on January 29, 2021. The Second Term Loan includes an accordion feature, which subject to certain conditions, entitles the Company to request additional lender commitments, allowing for total commitments of up to $700,000 . The Second Term Loan bears interest at variable rates. The Company has entered into interest rate swap agreements to effectively fix the LIBOR rates for the term loans (see “Derivative and Hedging Activities” below). The Company’s term loans contain certain financial and other covenants, including covenants relating to net worth requirements, debt ratios and fixed charge coverage ratios. In addition, pursuant to the terms of the agreements, if a default or event of default occurs or is continuing, the Company may be precluded from paying certain distributions or other payments to its shareholders. The Company and certain of its subsidiaries guarantee the obligations under the Company’s term loans. While the term loans do not initially include any pledges of equity interests in the Company’s subsidiaries, in connection with the January 10, 2017 refinancing, such pledges and additional subsidiary guarantees would be required in the event that the Company’s leverage ratio later exceeds 6.50 : 1.00 for two consecutive fiscal quarters. In the event that such pledge and guarantee requirement is triggered, the pledges and additional guarantees would ratably benefit the Company’s senior unsecured credit facility, the First Term Loan and the Second Term Loan. If at any time the Company’s leverage ratio falls below 6.50 : 1.00 for two consecutive fiscal quarters, such pledges and additional guarantees may be released. Derivative and Hedging Activities The Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Unrealized gains and losses on the effective portion of hedging instruments are reported in other comprehensive income (loss) (“OCI”). Ineffective portions of changes in the fair value of a cash flow hedge are recognized as interest expense. Amounts reported in accumulated other comprehensive income (loss) (“AOCI”) related to currently outstanding derivatives are recognized as an adjustment to income (loss) as interest payments are made on the Company’s variable rate debt. Effective August 2, 2012, the Company entered into five interest rate swap agreements with an aggregate notional amount of $300,000 to hedge the variable interest rate on the First Term Loan through August 2, 2017. Effective August 2, 2017, the Company entered into six new interest rate swap agreements with an aggregate notional amount of $300,000 to hedge the variable interest rate on the First Term Loan through January 10, 2022, resulting in a fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements), which interest rate was 3.23% at September 30, 2017 . As of September 30, 2017 , the Company has interest rate swaps with an aggregate notional amount of $555,000 to hedge the variable interest rate on the Second Term Loan and, as a result, the fixed all-in interest rate based on the Company’s current leverage ratio (as defined in the swap agreements) is 2.95% through May 16, 2019. From May 16, 2019 through the term of the Second Term Loan, the Company has interest rate swaps with an aggregate notional amount of $377,500 to hedge a portion of the variable interest rate debt on the Second Term Loan. The Company has designated its pay-fixed, receive-floating interest rate swap derivatives as cash flow hedges. The interest rate swaps were entered into with the intention of eliminating the variability of the terms loans, but can also limit the exposure to any amendments, supplements, replacements or refinancings of the Company’s debt. The following tables present the effect of derivative instruments on the Company’s accompanying consolidated statements of operations and comprehensive income, including the location and amount of unrealized gain (loss) on outstanding derivative instruments in cash flow hedging relationships, for the three and nine months ended September 30, 2017 and 2016 : Amount of Gain Recognized in OCI on Derivative Instruments Location of Loss Reclassified from AOCI into Net Income Amount of Loss Reclassified from AOCI into Net Income (Effective Portion) (Effective Portion) (Effective Portion) For the three months ended For the three months ended September 30, September 30, 2017 2016 2017 2016 Derivatives in cash flow hedging relationships: Interest rate swaps $ 517 $ 3,172 Interest expense $ 547 $ 1,637 Amount of Loss Recognized in OCI on Derivative Instruments Location of Loss Reclassified from AOCI into Net Income Amount of Loss Reclassified from AOCI into Net Income (Effective Portion) (Effective Portion) (Effective Portion) For the nine months ended For the nine months ended September 30, September 30, 2017 2016 2017 2016 Derivatives in cash flow hedging relationships: Interest rate swaps $ (34 ) $ (17,051 ) Interest expense $ 2,030 $ 5,147 During the nine months ended September 30, 2017 and 2016 , the Company did not have any hedge ineffectiveness or amounts that were excluded from the assessment of hedge effectiveness recorded in earnings. As of September 30, 2017 , there was $4,364 in cumulative unrealized gain of which $4,358 was included in AOCI and $6 was attributable to noncontrolling interests. As of December 31, 2016 , there was $2,368 in cumulative unrealized gain of which $2,365 was included in AOCI and $3 was attributable to noncontrolling interests. The Company expects that approximately $3,119 will be reclassified from AOCI and noncontrolling interests and recognized as a reduction to income in the next 12 months , calculated as estimated interest expense using the interest rates on the derivative instruments as of September 30, 2017 . Extinguishment of Debt As discussed above, on January 10, 2017, the Company refinanced its senior unsecured credit facility and First Term Loan and LHL refinanced its unsecured revolving credit facility. The refinancing arrangements for the senior unsecured credit facility and First Term Loan were considered substantial modifications. The Company recognized a loss from extinguishment of debt of zero and $1,706 , which is included in the accompanying consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 , respectively. The loss from extinguishment of debt represents a portion of the unamortized debt issuance costs incurred for the senior unsecured credit facility when the original agreement was executed and the debt issuance costs incurred in connection with the refinancing of the First Term Loan. Mortgage Loan The Company’s mortgage loan is secured by the property. The mortgage is non-recourse to the Company except for fraud or misapplication of funds. The Company’s mortgage loan contains debt service coverage ratio tests related to the mortgaged property. If the debt service coverage ratio for the property fails to exceed a threshold level specified in the mortgage, cash flows from that hotel may automatically be directed to the lender to (i) satisfy required payments, (ii) fund certain reserves required by the mortgage and (iii) fund additional cash reserves for future required payments, including final payment. Cash flows may be directed to the lender (“cash trap”) until such time as the property again complies with the specified debt service coverage ratio or the mortgage is paid off. Financial Covenants Failure of the Company to comply with financial and other covenants contained in its credit facilities, term loans and non-recourse secured mortgage could result from, among other things, changes in its results of operations, the incurrence of additional debt or changes in general economic conditions. If the Company violates financial and other covenants contained in any of its credit facilities or term loans described above, the Company may attempt to negotiate waivers of the violations or amend the terms of the applicable credit facilities or term loans with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the credit facilities or term loans were to occur, the Company would possibly have to refinance the debt through additional debt financing, private or public offerings of debt securities, or additional equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the credit facilities and term loans, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow, and, consequently, cash available for distribution to its shareholders. A cash trap associated with a mortgage loan may limit the overall liquidity for the Company as cash from the hotel securing such mortgage would not be available for the Company to use. If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon by, or the property could be otherwise transferred to, the mortgagee with a consequent loss of income and asset value to the Company. As of September 30, 2017 , the Company is in compliance with all debt covenants, current on all loan payments and not otherwise in default under the credit facilities, term loans, bonds payable and mortgage loan. |