Debt | 4. Debt Summary As of March 31, 2024 and December 31, 2023, the Company’s debt consisted of the following (in thousands): March 31, December 31, Revolving credit facility $ 131,000 $ - Term loans and senior notes, net 1,089,402 1,088,904 Mortgage debt, net 280,296 282,590 Debt, net $ 1,500,698 $ 1,371,494 The aggregate amounts of principal payable under the Company’s total debt obligations as of March 31, 2024 (including the Revolving Credit Facility (if any) (as defined below), term loans, senior notes and mortgage debt), for the remainder of this fiscal year, each of the next four fiscal years and thereafter are as follows (in thousands): 2024 (April - December) $ 111,329 2025 295,140 2026 205,649 2027 278,602 2028 334,066 Thereafter 281,948 1,506,734 Unamortized fair value adjustment of assumed debt 442 Unamortized debt issuance costs ( 6,478 ) Total $ 1,500,698 The Company uses interest rate swaps to manage its interest rate risk on a portion of its variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the annual Secured Overnight Financing Rate (“SOFR”) for a one-month term (“one-month SOFR”) plus a 0.10 % SOFR spread adjustment . The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. See Note 5 for more information on the interest rate swap agreements. The Company’s total fixed-rate and variable-rate debt, after giving effect to its interest rate swaps in effect as of March 31, 2024 and December 31, 2023, is set forth below. All dollar amounts are in thousands. March 31, Percentage December 31, Percentage Fixed-rate debt (1) $ 1,175,734 78 % $ 1,228,002 89 % Variable-rate debt 331,000 22 % 150,000 11 % Total $ 1,506,734 $ 1,378,002 Weighted-average interest rate of debt 4.56 % 4.26 % (1) Fixed-rate debt includes the portion of variable-rate debt where the interest payments have been effectively fixed by interest rate swaps as of the respective balance sheet date. See Note 5 for more information on the interest rate swap agreements. Credit Facilities $1.2 Billion Credit Facility On July 25, 2022, the Company entered into a credit facility (the “$ 1.2 billion credit facility”) that is comprised of (i) a $ 650 million revolving credit facility with an initial maturity date of July 25, 2026 (the “Revolving Credit Facility”), (ii) a $ 275 million term loan with a maturity date of July 25, 2027 , funded at closing, and (iii) a $ 300 million term loan with a maturity date of January 31, 2028 (including a $ 150 million delayed draw option until 180 days from closing), of which $ 200 million was funded at closing, $ 50 million was funded on October 24, 2022 and the remaining $ 50 million was funded on January 17, 2023 (the term loans described in clauses (ii) and (iii) are referred to together as the “ $ 575 million term loan facility”) . Subject to certain conditions, including covenant compliance and additional fees, the Revolving Credit Facility maturity date may be extended up to one year. The credit agreement for the $ 1.2 billion credit facility contains mandatory prepayment requirements, customary affirmative and negative covenants (as described below), restrictions on certain investments and events of default. The Company may make voluntary prepayments, in whole or in part, at any time. Interest payments on the $ 1.2 billion credit facility are due monthly, and the interest rate, subject to certain exceptions, is equal to the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.35 % to 2.25 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. As of March 31, 2024 , the Company had availability of $ 519 million under the Revolving Credit Facility. The Company is also required to pay quarterly an unused facility fee at an annual rate of 0.20 % or 0.25 % on the unused portion of the Revolving Credit Facility, based on the amount of borrowings outstanding during the quarter. $225 Million Term Loan Facility The Company also has an unsecured $ 225 million term loan facility that is comprised of (i) a $ 50 million term loan with an initial maturity date of August 2, 2023 , which was funded on August 2, 2018 , and (ii) a $ 175 million term loan with a maturity date of August 2, 2025 , of which $ 100 million was funded on August 2, 2018, and the remaining $ 75 million was funded on January 29, 2019 (the term loans described in clauses (i) and (ii) are referred to together as the “$225 million term loan facility”) . On July 19, 2023, the Company entered into an amendment of its $ 225 million term loan facility, which extended the maturity date of the existing $ 50 million term loan by two years to August 2, 2025. The Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. Interest payments on the $ 225 million term loan facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.35 % to 2.50 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. 2017 $85 Million Term Loan Facility On July 25, 2017, the Company entered into an unsecured $ 85 million term loan facility with a maturity date of July 25, 2024 , consisting of one term loan (the “2017 $ 85 million term loan facility”) that was fu nded at closing. The Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. Interest payments on the 2017 $ 85 million term loan facility are due monthly, and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.30 % to 2.10 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. 2019 $85 Million Term Loan Facility On December 31, 2019, the Company entered into an unsecured $ 85 million term loan facility with a maturity date of December 31, 2029 , consisting of one term loan funded at closing (the “2019 $ 85 million term loan facility”). Net proceeds from the 2019 $ 85 million term loan facility were used to pay down borrowings under the Company’s then-existing $ 425 million revolving credit f acility. The Company may make voluntary prepayments, in whole or in part, subject to certain conditions. Interest payments on the 2019 $ 85 milli on term loan facility are due monthly, and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.70 % to 2.55 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. $50 Million Senior Notes Facility On March 16, 2020, the Company entered into an unsecured $ 50 million senior notes facility with a maturity date of March 31, 2030 , consisting of senior notes totaling $ 50 million funded at closing (the “$ 50 million senior notes facility”). Net proceeds from the $ 50 million senior notes facility were available to provide funding for general corporate purposes. T he Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions, including make-whole provisions. Interest payments on the $ 50 million senior notes facility are due quarterly, and the interest rate, subject to certain exceptions, ranges from an annual rate of 3.60 % to 4.35 % depending on the Company’s leverage ratio, as calculated under the terms of the note agreement. $75 Million Senior Notes Facility On June 2, 2022, the Company entered into an unsecured $ 75 million senior notes facility with a maturity date of June 2, 2029 , consisting of senior notes totaling $ 75 million funded at closing (the “$ 75 million senior notes facility”, and collectively with the $ 1.2 billion credit facility, the $ 225 million term loan facility, the 2017 $ 85 million term loan facility, the 2019 $ 85 million term loan facility and the $ 50 million senior notes facility, the “unsecured credit facilities”). Net proceeds from the $ 75 million senior notes facility were available to provide funding for general corporate purposes, including the repayment of borrowings under the Company’s then-existing $ 425 million revolving credit facility and repayment of mortgage debt. The Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions, including make-whole provisions. Interest payments on the $ 75 million senior notes facility are due quarterly, and the interest rate, subject to certain exceptions, ranges from an annual rate of 4.88 % to 5.63 % depending on the Company’s leverage ratio, as calculated under the terms of the note agreement. As of March 31, 2024 and December 31, 2023, the details of the Company’s unsecured credit facilities were as set forth in the table below. All dollar amounts are in thousands. Outstanding Balance Interest Rate Maturity March 31, 2024 December 31, 2023 Revolving credit facility (1) SOFR + 0.10 % + 1.40 % - 2.25 % 7/25/2026 $ 131,000 $ - Term loans and senior notes $275 million term loan SOFR + 0.10 % + 1.35 % - 2.20 % 7/25/2027 275,000 275,000 $300 million term loan SOFR + 0.10 % + 1.35 % - 2.20 % 1/31/2028 300,000 300,000 $50 million term loan SOFR + 0.10 % + 1.35 % - 2.20 % 8/2/2025 50,000 50,000 $175 million term loan SOFR + 0.10 % + 1.65 % - 2.50 % 8/2/2025 175,000 175,000 2017 $85 million term loan SOFR + 0.10 % + 1.30 % - 2.10 % 7/25/2024 (3) 85,000 85,000 2019 $85 million term loan SOFR + 0.10 % + 1.70 % - 2.55 % 12/31/2029 85,000 85,000 $50 million senior notes 3.60 % - 4.35 % 3/31/2030 50,000 50,000 $75 million senior notes 4.88 % - 5.63 % 6/2/2029 75,000 75,000 Term loans and senior notes at stated value 1,095,000 1,095,000 Unamortized debt issuance costs ( 5,598 ) ( 6,096 ) Term loans and senior notes, net 1,089,402 1,088,904 Credit facilities, net (1) $ 1,220,402 $ 1,088,904 Weighted-average interest rate (2) 4.71 % 4.35 % (1) Excludes unamortized debt issuance costs related to the Revolving Credit Facility totaling approximately $ 3.1 million and $ 3.5 million as of March 31, 2024 and December 31, 2023 , respectively, which are included in other assets, net in the Company’s consolidated balance sheets. (2) Interest rate represents the weighted-average effective annual interest rate at the balance sheet date which includes the effect of interest rate swaps in effect on $ 770.0 million and $ 820.0 million of the outstanding variable-rate debt as of March 31, 2024 and December 31, 2023, respectively. See Note 5 for more information on the interest rate swap agreements. The one-month SOFR on March 31, 2024 and December 31, 2023 was 5.33 % and 5.35 %, respectively. (3) The Company plans to pay the outstanding amount and service payments due upon the upcoming debt maturity date using funds from operations, borrowings under its Revolving Credit Facility and/or proceeds from new financing or refinancing the maturing debt. Credit Facilities Covenants The credit agreements governing the unsecured credit facilities (collectively, the “credit agreements”) contain mandatory prepayment requirements, customary affirmative and negative covenants, restrictions on certain investments and events of default, including the following financial and restrictive covenants (capitalized terms not defined below are defined in the credit agreements): • A ratio of Consolidated Total Indebtedness to Consolidated EBITDA (“Maximum Consolidated Leverage Ratio”) of not more than 7.25 to 1.00; • A ratio of Consolidated Secured Indebtedness to Consolidated Total Assets (“Maximum Secured Leverage Ratio”) of not more than 45 %; • A minimum Consolidated Tangible Net Worth of approximately $ 3.4 billion plus an amount equal to 75 % of the Net Cash Proceeds from issuances and sales of Equity Interests occurring after the Closing Date, July 25, 2022, subject to adjustment; • A ratio of Adjusted Consolidated EBITDA to Consolidated Fixed Charges (“Minimum Fixed Charge Coverage Ratio”) of not less than 1.50 to 1.00 for the trailing four full quarters; • A ratio of Unencumbered Adjusted NOI to Consolidated Implied Interest Expense for Consolidated Unsecured Indebtedness (“Minimum Unsecured Interest Coverage Ratio”) of not less than 2.00 to 1.00 for the trailing four full quarters; • A ratio of Consolidated Unsecured Indebtedness to Unencumbered Asset Value (“Maximum Unsecured Leverage Ratio”) of not more than 60 % (subject to a higher level in certain circumstances); and • A ratio of Consolidated Secured Recourse Indebtedness to Consolidated Total Assets (“Maximum Secured Recourse Indebtedness”) of not more than 10 %. The Company was in compliance with the applicable covenants as of March 31, 2024 . Mortgage Debt As of March 31, 2024, the Company had approximately $ 280.7 million in outstanding mortgage debt secured by 15 properties with maturity dates ranging from August 2024 to May 2038, stated interest rates ranging from 3.40 % to 4.46 % and effective interest rates ranging from 3.40 % to 4.37 %. The loans generally provide for monthly payments of principal and interest on an amortized basis and defeasance or prepayment penalties if prepaid. The following table sets forth the hotel properties securing each loan, the interest rate, loan assumption or origination date, maturity date, the principal amount assumed or originated, and the outstanding balance prior to any fair value adjustments or debt issuance costs as of March 31, 2024 and December 31, 2023 for each of the Company’s mortgage debt obligations. All dollar amounts are in thousands. Location Brand Interest (1) Loan Maturity Principal Outstanding Outstanding New Orleans, LA Homewood Suites 4.36 % 7/17/2014 8/11/2024 (2) 27,000 $ 20,083 $ 20,304 Westford, MA Residence Inn 4.28 % 3/18/2015 4/11/2025 10,000 7,633 7,713 Denver, CO Hilton Garden Inn 4.46 % 9/1/2016 6/11/2025 34,118 27,063 27,337 Oceanside, CA Courtyard 4.28 % 9/1/2016 10/1/2025 13,655 11,627 11,707 Omaha, NE Hilton Garden Inn 4.28 % 9/1/2016 10/1/2025 22,681 19,312 19,445 Boise, ID Hampton 4.37 % 5/26/2016 6/11/2026 24,000 20,554 20,685 Burbank, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,564 20,322 20,526 San Diego, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,473 20,249 20,453 San Diego, CA Hampton 3.55 % 11/3/2016 12/1/2026 18,963 15,074 15,226 Burbank, CA SpringHill Suites 3.94 % 3/9/2018 4/1/2028 28,470 24,027 24,237 Santa Ana, CA Courtyard 3.94 % 3/9/2018 4/1/2028 15,530 13,106 13,221 Richmond, VA Courtyard 3.40 % 2/12/2020 3/11/2030 14,950 13,752 13,832 Richmond, VA Residence Inn 3.40 % 2/12/2020 3/11/2030 14,950 13,752 13,832 Portland, ME Residence Inn 3.43 % 3/2/2020 3/1/2032 33,500 30,500 30,500 San Jose, CA Homewood Suites 4.22 % 12/22/2017 5/1/2038 30,000 23,680 23,984 $ 338,854 280,734 283,002 Unamortized fair value adjustment of assumed debt 442 526 Unamortized debt issuance costs ( 880 ) ( 938 ) Total $ 280,296 $ 282,590 (1) Interest rates are the rates per the loan agreement. For loans assumed, the Company adjusted the interest rates per the loan agreement to market rates and is amortizing the adjustments to interest expense over the life of the loan. (2) The Company plans to pay the outstanding amount and service payments due upon the upcoming debt maturity date using funds from operations, borrowings under its Revolving Credit Facility and/or proceeds from new financing. |