Debt | 4. Debt Summary As of September 30, 2020, and December 31, 2019, the Company’s debt consisted of the following (in thousands): September 30, 2020 December 31, 2019 Revolving credit facility $ 129,700 $ 50,900 Term loans and senior notes, net 863,813 813,934 Mortgage debt, net 515,426 455,573 Debt, net $ 1,508,939 $ 1,320,407 The aggregate amounts of principal payable under the Company’s total debt obligations as of September 30, 2020 (including the revolving credit facility, term loans, senior notes and mortgage debt), for the five years subsequent to September 30, 2020 and thereafter are as follows (in thousands): 2020 (October - December) $ 2,745 2021 70,724 2022 239,531 2023 296,213 2024 338,597 Thereafter 567,405 1,515,215 Unamortized fair value adjustment of assumed debt 1,850 Unamortized debt issuance costs (8,126 ) Total $ 1,508,939 The Company uses interest rate swaps to manage its interest rate risks 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 one-month LIBOR. 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 at September 30, 2020 and December 31, 2019, is set forth below. All dollar amounts are in thousands. September 30, 2020 Percentage December 31, 2019 Percentage Fixed-rate debt (1) $ 1,289,964 85 % $ 1,297,467 98 % Variable-rate debt 225,251 15 % 28,400 2 % Total $ 1,515,215 $ 1,325,867 Weighted-average interest rate of debt 3.82 % 3.59 % (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 Credit Facilities Credit Facilities Amendments As a result of COVID-19 and the associated disruption to the Company’s operating results, the Company anticipated that it may not be able to maintain compliance with certain covenants under each of its unsecured credit facilities in future periods. As a result, on June 5, 2020, the Company entered into amendments to each of the unsecured credit facilities. The amendments suspend the testing of the Company’s existing financial maintenance covenants under the unsecured credit facilities until the date the compliance certificate is required to be delivered for the fiscal quarter ending June 30, 2021 (unless the Company elects an earlier date) (the “Covenant Waiver Period”), and provide for, among other restrictions, the following during the Covenant Waiver Period: ● Mandatory prepayments of amounts outstanding under the Company’s unsecured credit facilities of net cash proceeds from certain debt and equity issuances and asset dispositions, subject to various exceptions. A portion of the mandatory prepayments will be available for future borrowing under the revolving credit facility; ● A minimum liquidity covenant of $ 100 million; ● A requirement to pledge the equity interests of each direct or indirect owner of certain unencumbered property in favor of the administrative agents if average liquidity for any month is less than $275 million or the total amount outstanding under the revolving credit facility exceeds $275 million; ● Restrictions on the Company’s and its subsidiaries’ ability to incur additional indebtedness or prepay certain existing indebtedness; ● Restrictions on the Company’s ability to make cash distributions (except to the extent required to maintain REIT status) and share repurchases; ● Maximum discretionary capital expenditures of $50 million; ● Limitations on additional investments; and ● An increase in the applicable interest rate under the unsecured credit facilities until the end of the Covenant Waiver Period to a rate that corresponds to the highest leverage-based applicable interest rate margin with respect to the unsecured credit facilities. The amendments also modify the calculation of the existing financial covenants for the four quarters subsequent to the end of the Covenant Waiver Period to annualize calculated amounts to the extent the most recently ended fiscal quarter is not at least four fiscal quarters from the end of the Covenant Waiver Period, and provide for an increase in the LIBOR floor under the credit agreements from 0 to 25 basis points for Eurodollar Rate Loans and establish a Base Rate floor of 1.25% on the revolving credit facility, and any term loans under the credit agreements that are not hedged. Except as otherwise set forth in the amendments, the terms of the credit agreements remain in effect. The credit agreements governing the unsecured credit facilities contain mandatory prepayment requirements, customary affirmative and negative covenants, restrictions on certain investments and events of default. The credit agreements contain the following financial and restrictive covenants, each of which are suspended during the Covenant Waiver Period (capitalized terms are defined in the credit agreements). ● A ratio of Consolidated Total Indebtedness to Consolidated EBITDA of not more than 6.50 to 1.00 (subject to a higher amount in certain circumstances); ● A ratio of Consolidated Secured Indebtedness to Consolidated Total Assets of not more than 45%; ● A minimum Consolidated Tangible Net Worth of approximately $3.2 billion (plus an amount equal to 75% of the Net Cash Proceeds from issuances and sales of Equity Interests occurring after the Closing Date, subject to adjustment); ● A ratio of Adjusted Consolidated EBITDA to Consolidated Fixed Charges 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 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 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 of not more than 10%. As of September 30, 2020, the Company was in compliance with the applicable covenants of the credit agreements as amended. $850 Million Credit Facility The Company utilizes an unsecured “$850 million credit facility” comprised of (i) a $425 million revolving credit facility with an initial maturity date of July 27, 2022 and (ii) a $425 million term loan facility consisting of two term loans: a $200 million term loan with a maturity date of July 27, 2023, and a $225 million term loan with a maturity date of January 31, 2024 (the “$425 million term loan facility”). Subject to certain conditions including covenant compliance and additional fees, the $425 million revolving credit facility maturity date may be extended up to one year. The Company may make voluntary prepayments in whole or in part, at any time. Interest payments on the $850 million credit facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month LIBOR 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 September 30, 2020, the Company had corporate cash on hand of $27.4 million and availability of $295.3 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 $425 million revolving credit facility, based on the amount of borrowings outstanding during the quarter. $225 Million Term Loan Facility The Company has an unsecured $225 million term loan facility that is comprised of (i) a $50 million term loan with a 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 credit agreement contains requirements and covenants similar to the Company’s $850 million credit facility. 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 LIBOR 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 that was funded at closing (the “2017 $85 million term loan facility”). The credit agreement, as amended and restated in August 2018, contains requirements and covenants similar to the Company’s $850 million credit facility. 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. In July 2019, the Company entered into an amendment of the 2017 $85 million term loan facility to reduce the interest rate margin from 1.80% - 2.60% to 1.30% - 2.10%, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement, for the remainder of the term. 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 on the Company’s revolving credit facility. The credit agreement contains requirements and covenants similar to the Company’s $850 million credit facility. The Company may make voluntary prepayments in whole or in part, subject to certain conditions. Interest payments on the 2019 $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 LIBOR 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” and, collectively with the $850 million credit facility, the $225 million term loan facility, the 2017 $85 million term loan facility and the 2019 $85 million term loan facility, the “unsecured credit facilities”). Net proceeds from the $50 million senior notes facility are available to provide funding for general corporate purposes. The note agreement contains requirements and covenants similar to the Company’s $850 million credit facility. 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 $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 facility. As of September 30, 2020 and December 31, 2019, the details of the Company’s unsecured credit facilities were as set forth below. All dollar amounts are in thousands. Outstanding Balance Interest Rate Maturity Date September 30, 2020 December 31, 2019 Revolving credit facility (1) LIBOR + 1.40% - 2.25% 7/27/2022 $ 129,700 $ 50,900 Term loans and senior notes $200 million term loan LIBOR + 1.35% - 2.20% 7/27/2023 200,000 200,000 $225 million term loan LIBOR + 1.35% - 2.20% 1/31/2024 225,000 225,000 $50 million term loan LIBOR + 1.35% - 2.20% 8/2/2023 50,000 50,000 $175 million term loan LIBOR + 1.65% - 2.50% 8/2/2025 175,000 175,000 2017 $85 million term loan LIBOR + 1.30% - 2.10% 7/25/2024 85,000 85,000 2019 $85 million term loan LIBOR + 1.70% - 2.55% 12/31/2029 85,000 85,000 $50 million senior notes 3.60% - 4.35% 3/31/2030 50,000 - Term loans and senior notes at stated value 870,000 820,000 Unamortized debt issuance costs (6,187 ) (6,066 ) Term loans and senior notes, net 863,813 813,934 Credit facilities, net (1) $ 993,513 $ 864,834 Weighted-average interest rate (2) 3.61 % 3.14 % (1) Excludes unamortized debt issuance costs related to the revolving credit facility totaling approximately $2.4 million and $2.6 million as of September 30, 2020 December 31, 2019 (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 $745.0 million and $842.5 million of the outstanding variable-rate debt as of September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 Mortgage Debt As of September 30, 2020, the Company had approximately $516 million in outstanding mortgage debt secured by 33 properties with maturity dates ranging from April 2021 to May 2038. Mortgages secured by 31 of the properties carry fixed stated interest rates ranging from 3.40% to 6.25% and effective interest rates ranging from 3.40% to 4.97%. Additionally, one loan secured by the two newly acquired Cape Canaveral properties carries a variable interest rate of one-month LIBOR plus 2.00% through October 31, 2020 and one-month LIBOR plus 3.00% from November 1, 2020 through April 30, 2021. The loans generally provide for monthly payments of principal and interest on an amortized basis and defeasance or prepayment penalties if prepaid. As a result of the effects of the COVID-19 pandemic on certain hotels, the associated lenders granted temporary deferrals of principal and interest payments. 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 September 30, 2020 and December 31, 2019 for each of the Company’s mortgage debt obligations. All dollar amounts are in thousands. Location Brand Interest Rate (1) Loan Assumption or Origination Date Maturity Date Principal Assumed or Originated Outstanding balance as of September 30, 2020 Outstanding balance as of December 31, 2019 San Juan Capistrano, CA Residence Inn 4.15 % 9/1/2016 (2 ) $ 16,210 $ - $ 15,073 Cape Canaveral, FL Hampton (3 ) 4/30/2020 4/30/2021 10,852 10,275 - Cape Canaveral, FL Home2 Suites (3 ) 4/30/2020 4/30/2021 10,852 10,275 - Colorado Springs, CO Hampton 6.25 % 9/1/2016 7/6/2021 7,923 7,357 7,471 Franklin, TN Courtyard 6.25 % 9/1/2016 8/6/2021 14,679 13,637 13,847 Franklin, TN Residence Inn 6.25 % 9/1/2016 8/6/2021 14,679 13,637 13,847 Grapevine, TX Hilton Garden Inn 4.89 % 8/29/2012 9/1/2022 11,810 9,522 9,775 Collegeville/Philadelphia, PA Courtyard 4.89 % 8/30/2012 9/1/2022 12,650 10,199 10,471 Hattiesburg, MS Courtyard 5.00 % 3/1/2014 9/1/2022 5,732 4,772 4,897 Kirkland, WA Courtyard 5.00 % 3/1/2014 9/1/2022 12,145 10,110 10,376 Rancho Bernardo/San Diego, CA Courtyard 5.00 % 3/1/2014 9/1/2022 15,060 12,536 12,866 Seattle, WA Residence Inn 4.96 % 3/1/2014 9/1/2022 28,269 23,509 24,130 Anchorage, AK Embassy Suites 4.97 % 9/13/2012 10/1/2022 23,230 18,830 19,324 Somerset, NJ Courtyard 4.73 % 3/1/2014 10/6/2022 8,750 7,246 7,441 Tukwila, WA Homewood Suites 4.73 % 3/1/2014 10/6/2022 9,431 7,810 8,020 Huntsville, AL Homewood Suites 4.12 % 3/1/2014 2/6/2023 8,306 6,808 6,999 Prattville, AL Courtyard 4.12 % 3/1/2014 2/6/2023 6,596 5,406 5,558 San Diego, CA Residence Inn 3.97 % 3/1/2014 3/6/2023 18,600 15,209 15,640 Miami, FL Homewood Suites 4.02 % 3/1/2014 4/1/2023 16,677 13,668 14,051 New Orleans, LA Homewood Suites 4.36 % 7/17/2014 8/11/2024 27,000 22,957 23,513 Westford, MA Residence Inn 4.28 % 3/18/2015 4/11/2025 10,000 8,674 8,876 Denver, CO Hilton Garden Inn 4.46 % 9/1/2016 6/11/2025 34,118 30,623 31,311 Oceanside, CA Courtyard 4.28 % 9/1/2016 10/1/2025 13,655 12,674 12,812 Omaha, NE Hilton Garden Inn 4.28 % 9/1/2016 10/1/2025 22,682 21,052 21,280 Boise, ID Hampton 4.37 % 5/26/2016 6/11/2026 24,000 22,260 22,588 Burbank, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,564 23,315 23,552 San Diego, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,473 23,232 23,468 San Diego, CA Hampton 3.55 % 11/3/2016 12/1/2026 18,963 17,295 17,471 Burbank, CA SpringHill Suites 3.94 % 3/9/2018 4/1/2028 28,470 27,078 27,317 Santa Ana, CA Courtyard 3.94 % 3/9/2018 4/1/2028 15,530 14,770 14,901 Richmond, VA Courtyard 3.40 % 2/12/2020 3/11/2030 14,950 14,811 - Richmond, VA Residence Inn 3.40 % 2/12/2020 3/11/2030 14,950 14,811 - Portland, ME Residence Inn 3.43 % 3/2/2020 4/1/2030 33,500 33,500 - San Jose, CA Homewood Suites 4.22 % 12/22/2017 5/1/2038 30,000 27,657 28,092 $ 591,306 515,515 454,967 Unamortized fair value adjustment of assumed debt 1,850 2,526 Unamortized debt issuance costs (1,939 ) (1,920 ) Total $ 515,426 $ 455,573 (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) Loan was repaid in full in March 2020. (3) Interest rate is variable based on one-month LIBOR plus 2.00% until October 31, 2020 and one-month LIBOR plus 3.00% from November 1, 2020 through April 30, 2021. As of September 30, 2020 During April and May 2020, the Company applied for and received approximately $18 million in loans under the CARES Act Paycheck Protection Program. Due to subsequent guidance issued by the Small Business Administration and the Department of Treasury, related to the intended participants in this program, the Company repaid all amounts received. The proceeds from these loans are included in “proceeds from mortgage debt and other loans” and the repayments of these loans are included in “payments of mortgage debt and other loans” in the Company’s consolidated statement of cash flows for the nine months ended September 30, 2020. The Company will continue to evaluate relief initiatives and stimulus packages, including any accompanying restrictions on its business that would be imposed by such packages, that may be or become available to the Company under government stimulus programs. |