Debt | 4. Debt Summary As of September 30, 2021 and December 31, 2020, the Company’s debt consisted of the following (in thousands): September 30, 2021 December 31, 2020 Revolving credit facility $ - $ 105,800 Term loans and senior notes, net 864,705 864,225 Mortgage debt, net 501,916 512,546 Debt, net $ 1,366,621 $ 1,482,571 The aggregate amounts of principal payable under the Company’s total debt obligations as of September 30, 2021 (including the revolving credit facility, term loans, senior notes and mortgage debt), for each of the next five fiscal years and thereafter are as follows (in thousands): 2021 (October - December) $ 4,375 2022 165,831 2023 296,213 2024 338,597 2025 245,140 Thereafter 322,265 1,372,421 Unamortized fair value adjustment of assumed debt 1,070 Unamortized debt issuance costs (6,870 ) Total $ 1,366,621 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 London Inter-Bank Offered Rate for a one-month term (“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, 2021 and December 31, 2020 , is set forth below. All dollar amounts are in thousands. September 30, 2021 Percentage December 31, 2020 Percentage Fixed-rate debt (1) $ 1,322,421 96 % $ 1,287,219 86 % Variable-rate debt 50,000 4 % 201,351 14 % Total $ 1,372,421 $ 1,488,570 Weighted-average interest rate of debt 3.47 % 3.86 % (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 entered into amendments in June 2020 that suspended the testing of the Company’s existing financial maintenance covenants under the unsecured credit facilities. These amendments imposed certain restrictions regarding the Company’s investing and financing activities that were applicable during a specified waiver period, including, but not limited to, limitations on the acquisition of property, payment of distributions to shareholders, capital expenditures and use of proceeds from the sale of property or common shares of the Company, that applied during such testing suspension period. On March 1, 2021, as a result of the continued disruption from COVID-19 and the related uncertainty with respect to the Company’s future operating results, the Company entered into further amendments to each of the unsecured credit facilities (the “March 2021 amendments”) to extend the covenant waiver period for all but two of the Company’s existing financial maintenance covenants until the date that the compliance certificate was required to be delivered for the fiscal quarter ending June 30, 2022 (unless the Company elected an earlier date) (the “Extended Covenant Waiver Period”). The testing for the Minimum Fixed Charge Coverage Ratio and the Minimum Unsecured Interest Coverage Ratio was suspended until the compliance certificate was required to be delivered for the fiscal quarter ending March 31, 2022 (unless the Company elected an earlier date). In addition to the modifications and restrictions imposed during the Extended Covenant Waiver Period, the amendments modified the calculation of the existing financial covenants for the first three quarterly calculations subsequent to the end of the Extended Covenant Waiver Period to annualize calculated amounts based on the period beginning with the first fiscal quarter upon exiting the Extended Covenant Waiver Period through the most recently ended fiscal quarter. The March 2021 amendments also modified certain of the existing financial maintenance covenants to less restrictive levels upon exiting the Extended Covenant Waiver Period as follows (capitalized terms are defined in the credit agreements): ● Maximum Consolidated Leverage Ratio of 8.50 to 1.00 for the first two fiscal quarters, 8.00 to 1.00 for two fiscal quarters, 7.50 to 1.00 for one fiscal quarter and then a ratio of 6.50 to 1.00 thereafter ● Minimum Fixed Charge Coverage Ratio of 1.05 to 1.00 for the first fiscal quarter, 1.25 to 1.00 for one fiscal quarter and then a ratio of 1.50 to 1.00 thereafter ● Minimum Unsecured Interest Coverage Ratio of no less than 1.25 to 1.00 for one fiscal quarter, 1.50 to 1.00 for one fiscal quarter, 1.75 to 1.00 for one fiscal quarter and a ratio of 2.00 to 1.00 thereafter ● Maximum Unsecured Leverage Ratio of 65% for two fiscal quarters and 60% thereafter. Except as otherwise set forth in the amendments, the terms of the credit agreements remain in effect. In July 2021, the Company notified its lenders under its unsecured credit facilities that it had elected to exit the Extended Covenant Waiver Period effective on July 29, 2021 pursuant to the terms of each of its unsecured credit facilities. Upon exiting the Extended Covenant Waiver Period, the Company is no longer subject to the restrictions described above regarding its investing and financing activities that were applicable during the Extended Covenant Waiver Period, including, but not limited to, limitations on the acquisition of property, payment of distributions to shareholders, capital expenditures and use of proceeds from the sale of property or common shares of the Company. Those restrictions, including the restriction on payment of distributions to shareholders, were still in place throughout the second quarter of 2021. As of September 30, 2021, the Company met the applicable financial maintenance covenants based on the annualized results of the six months ended September 30, 2021 at the levels required for the second fiscal quarter tested upon exiting the Extended Covenant Waiver Period. The unsecured credit facilities do not provide the Company the ability to re-enter the Extended Covenant Waiver Period once it has elected to exit. $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 (the “Revolving Credit Facility”) 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 if certain criteria are met at the time of extension. 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, 2021, the Company had availability of $425 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, and (ii) a $175 million term loan with a maturity date of August 2, 2025. 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, and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month LIBOR plus a margin ranging from 1.30% to 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, each as amended, the “unsecured credit facilities”). Net proceeds from the $50 million senior notes facility were 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, 2021 and December 31, 2020, the details of the Company’s unsecured credit facilities were as set forth below. All dollar amounts are in thousands. Outstanding Balance Interest Rate (1) Maturity Date September 30, 2021 December 31, 2020 Revolving credit facility (2) LIBOR + 1.40% - 2.25% 7/27/2022 (4) $ - $ 105,800 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 50,000 Term loans and senior notes at stated value 870,000 870,000 Unamortized debt issuance costs (5,295 ) (5,775 ) Term loans and senior notes, net 864,705 864,225 Credit facilities, net (2) $ 864,705 $ 970,025 Weighted-average interest rate (3) 3.07 % 3.64 % (1) Interest rates on all of the unsecured credit facilities increased to 0.15% above the highest rate shown for each loan during the Extended Covenant Waiver Period from March 1, 2021 through July 28, 2021. ( 2 ) Excludes unamortized debt issuance costs related to the revolving credit facility totaling approximately $1.4 million and $2.1 million as of September 30, 2021 December 31, 2020 ( 3 ) 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 $745.0 million of the outstanding variable-rate debt as of September 30, 2021 December 31, 2020 September 30, 2021 December 31, 2020 (4) 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, to July 27, 2023, if certain criteria are met at the time of extension. Mortgage Debt As of September 30, 2021, the Company had approximately $502.4 million in outstanding mortgage debt secured by 28 properties with maturity dates ranging from August 2022 to May 2038, stated interest rates ranging from 3.40% to 5.00% and effective interest rates ranging from 3.40% to 4.97%. 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 during 2020, however all payments resumed as of December 31, 2020. 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, 2021 and December 31, 2020 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, 2021 Outstanding balance as of December 31, 2020 Cape Canaveral, FL Hampton (2 ) 4/30/2020 (3) $ 10,852 $ - $ 10,275 Cape Canaveral, FL Home2 Suites (2 ) 4/30/2020 (3) 10,852 - 10,275 Colorado Springs, CO Hampton 6.25 % 9/1/2016 (4) 7,923 - 7,317 Franklin, TN Courtyard 6.25 % 9/1/2016 (4) 14,679 - 13,563 Franklin, TN Residence Inn 6.25 % 9/1/2016 (4) 14,679 - 13,563 Seattle, WA (5) 4.00 % 8/16/2021 8/16/2022 56,000 56,000 - Grapevine, TX Hilton Garden Inn 4.89 % 8/29/2012 9/1/2022 11,810 9,167 9,434 Collegeville/Philadelphia, PA Courtyard 4.89 % 8/30/2012 9/1/2022 12,650 9,818 10,105 Hattiesburg, MS Courtyard 5.00 % 3/1/2014 9/1/2022 5,732 4,596 4,729 Kirkland, WA Courtyard 5.00 % 3/1/2014 9/1/2022 12,145 9,737 10,018 Rancho Bernardo/San Diego, CA Courtyard 5.00 % 3/1/2014 9/1/2022 15,060 12,074 12,422 Seattle, WA Residence Inn 4.96 % 3/1/2014 9/1/2022 28,269 22,638 23,294 Anchorage, AK Embassy Suites 4.97 % 9/13/2012 10/1/2022 23,230 18,139 18,660 Somerset, NJ Courtyard 4.73 % 3/1/2014 10/6/2022 8,750 6,973 7,179 Tukwila, WA Homewood Suites 4.73 % 3/1/2014 10/6/2022 9,431 7,516 7,737 Huntsville, AL Homewood Suites 4.12 % 3/1/2014 2/6/2023 8,306 6,542 6,742 Prattville, AL Courtyard 4.12 % 3/1/2014 2/6/2023 6,596 5,195 5,354 San Diego, CA Residence Inn 3.97 % 3/1/2014 3/6/2023 18,600 14,610 15,061 Miami, FL Homewood Suites 4.02 % 3/1/2014 4/1/2023 16,677 13,136 13,537 New Orleans, LA Homewood Suites 4.36 % 7/17/2014 8/11/2024 27,000 22,181 22,766 Westford, MA Residence Inn 4.28 % 3/18/2015 4/11/2025 10,000 8,393 8,605 Denver, CO Hilton Garden Inn 4.46 % 9/1/2016 6/11/2025 34,118 29,663 30,387 Oceanside, CA Courtyard 4.28 % 9/1/2016 10/1/2025 13,655 12,391 12,605 Omaha, NE Hilton Garden Inn 4.28 % 9/1/2016 10/1/2025 22,682 20,581 20,936 Boise, ID Hampton 4.37 % 5/26/2016 6/11/2026 24,000 21,799 22,146 Burbank, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,564 22,482 23,315 San Diego, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,473 22,402 23,232 San Diego, CA Hampton 3.55 % 11/3/2016 12/1/2026 18,963 16,677 17,295 Burbank, CA SpringHill Suites 3.94 % 3/9/2018 4/1/2028 28,470 26,264 27,078 Santa Ana, CA Courtyard 3.94 % 3/9/2018 4/1/2028 15,530 14,326 14,770 Richmond, VA Courtyard 3.40 % 2/12/2020 3/11/2030 14,950 14,521 14,739 Richmond, VA Residence Inn 3.40 % 2/12/2020 3/11/2030 14,950 14,521 14,739 Portland, ME Residence Inn 3.43 % 3/2/2020 4/1/2030 33,500 33,500 33,500 San Jose, CA Homewood Suites 4.22 % 12/22/2017 5/1/2038 30,000 26,579 27,392 $ 631,096 502,421 512,770 Unamortized fair value adjustment of assumed debt 1,070 1,624 Unamortized debt issuance costs (1,575 ) (1,848 ) Total $ 501,916 $ 512,546 (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 ) Interest rate was variable based on one-month LIBOR plus 3.00%. As of April 12, 2021, the date the loan was fully repaid, the interest rate was 3.11%. In July 2020, the principal amount of the note was reduced by approximately $1.1 million representing a credit from the developer for shared construction savings. (3) Loan was repaid in full on April 12, 2021. (4) Loan was repaid in full on June 4, 2021. ( 5 ) On August 16, 2021, the Company acquired the fee interest in the land at the Seattle, Washington Residence Inn, previously held under a finance ground lease, for a purchase price of $80.0 million, consisting of a $24.0 million cash payment and a one-year |