Debt | Debt On June 29, 2020, the Company amended its credit agreements and related documents governing the unsecured revolving credit facilities, term loan agreements and senior notes which: • waived existing financial covenants through the end of the first quarter of 2021 and provided substantially less restrictive covenants through the end of the second quarter of 2022 ("waiver period"); • extended the maturity of $242.6 million of the Company’s Sixth Term Loan 2021 tranche of $300.0 million from November 2021 to November 2022; • fixed the spread at the highest threshold through the end of the waiver period; • increased the LIBOR floor from 0% to 0.25% for any debt not designated by the Company as being covered by an interest rate swap; • requires assets to be pledged as security, in the future, under certain circumstances; • preserved the Company's ability to pay quarterly preferred equity dividend payments and a $0.01 per share quarterly common dividend (or higher if required to maintain REIT status) during the waiver period so long as the Company is in compliance with all loan agreements; • provided the Company flexibility to complete new acquisitions and other investments during the waiver period; • permit the Company to complete up to $90.0 million of capital improvements and redevelopment projects through the end of the waiver period; and • provide limitations during the waiver period on common share repurchases and certain required prepayments following capital issuances or property dispositions. The Company's debt consisted of the following as of September 30, 2020 and December 31, 2019 (dollars in thousands): Balance Outstanding as of Interest Rate Maturity Date September 30, 2020 December 31, 2019 Revolving credit facilities Senior unsecured credit facility Floating (1) January 2022 $ 290,000 $ 165,000 PHL unsecured credit facility Floating (2) January 2022 — — Total revolving credit facilities $ 290,000 $ 165,000 Unsecured term loans First Term Loan Floating (3) January 2023 300,000 300,000 Second Term Loan Floating (3) April 2022 65,000 65,000 Fourth Term Loan Floating (3) October 2024 110,000 110,000 Sixth Term Loan Tranche 2021 Floating (3) November 2021 57,400 300,000 Tranche 2021 Extended Floating (3) November 2022 242,600 — Tranche 2022 Floating (3) November 2022 400,000 400,000 Tranche 2023 Floating (3) November 2023 400,000 400,000 Tranche 2024 Floating (3) January 2024 400,000 400,000 Total Sixth Term Loan 1,500,000 1,500,000 Total term loans at stated value 1,975,000 1,975,000 Deferred financing costs, net (10,499) (10,343) Total term loans $ 1,964,501 $ 1,964,657 Senior unsecured notes Series A Notes 4.70% December 2023 60,000 60,000 Series B Notes 4.93% December 2025 40,000 40,000 Total senior unsecured notes at stated value 100,000 100,000 Deferred financing costs, net (435) (437) Total senior unsecured notes $ 99,565 $ 99,563 Total debt $ 2,354,066 $ 2,229,220 ________________________ (1) 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 applicable credit agreement) plus an applicable margin. (2) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin. (3) Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. As of September 30, 2020, $1.6 billion of the borrowings under the term loan facilities bore an effective weighted-average fixed interest rate of 4.21%, after taking into account interest rate swap agreements, and $345.0 million bore a weighted-average floating interest rate of 2.46%. As of December 31, 2019, $1.6 billion of the borrowings under the term loan facilities bore a weighted-average fixed interest rate of 3.43%, after taking into account interest rate swap agreements, and $345.0 million bore a weighted-average floating interest rate of 3.32%. Unsecured Revolving Credit Facilities The Company has a $650.0 million senior unsecured revolving credit facility maturing in January 2022, with options to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. As of September 30, 2020, the Company had $290.0 million of outstanding borrowings, $6.8 million of outstanding letters of credit and borrowing capacity of $353.2 million remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement to up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. As a result of the amended credit agreements and related documentation described above, the spread on the borrowings is fixed at 2.25% during the waiver period. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value. The Company also has a $25.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in January 2022. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. As a result of the amendments described above, the spread of the borrowings is fixed at 2.25% during the waiver period. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of September 30, 2020, the Company had no borrowings under the PHL Credit Facility and had $25.0 million borrowing capacity remaining under the PHL Credit Facility. Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility. The Company will incur a fee that shall be agreed upon with the issuing bank. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $6.8 million and $2.8 million were outstanding as of September 30, 2020 and December 31, 2019, respectively. As of September 30, 2020, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities. Unsecured Term Loan Facilities The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. As of September 30, 2020, the Company was in compliance with all debt covenants of its term loan facilities. The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities, see Derivative and Hedging Activities below. Senior Unsecured Notes The Company has outstanding $60.0 million of senior unsecured notes bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $40.0 million of senior unsecured notes bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of September 30, 2020, the Company was in compliance with all such debt covenants. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Unsecured revolving credit facilities $ 2,557 $ 903 $ 8,226 $ 2,927 Unsecured term loan facilities 19,694 19,319 53,330 62,534 Senior unsecured notes 1,198 1,198 3,594 3,594 Mortgage debt — 628 — 1,880 Amortization of deferred financing fees 1,518 2,002 3,898 5,903 Other 2,547 2,415 6,148 7,674 Total interest expense $ 27,514 $ 26,465 $ 75,196 $ 84,512 The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes and mortgage loans) as of September 30, 2020 and December 31, 2019 was $106.6 million and $101.2 million, respectively. Derivative and Hedging Activities The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company's interest rate swaps at September 30, 2020 and December 31, 2019 consisted of the following (dollars in thousands): Notional Value as of Hedge Type Interest Rate Maturity September 30, 2020 December 31, 2019 Swap - cash flow 1.63% January 2020 $ — $ 50,000 Swap - cash flow 1.63% January 2020 — 50,000 Swap - cash flow 2.46% January 2020 — 50,000 Swap - cash flow 2.46% January 2020 — 50,000 Swap - cash flow 1.66% January 2020 — 50,000 Swap - cash flow 1.66% January 2020 — 50,000 Swap - cash flow 2.12% December 2020 100,000 100,000 Swap - cash flow 2.12% December 2020 100,000 100,000 Swap - cash flow 1.74% January 2021 75,000 75,000 Swap - cash flow 1.75% January 2021 50,000 50,000 Swap - cash flow 1.53% January 2021 37,500 37,500 Swap - cash flow 1.53% January 2021 37,500 37,500 Swap - cash flow 1.46% (1) January 2021 100,000 100,000 Swap - cash flow 1.47% (1) January 2021 47,500 47,500 Swap - cash flow 1.47% (1) January 2021 47,500 47,500 Swap - cash flow 1.47% (1) January 2021 47,500 47,500 Swap - cash flow 1.47% (1) January 2021 47,500 47,500 Swap - cash flow 2.60% October 2021 55,000 55,000 Swap - cash flow 2.60% October 2021 55,000 55,000 Swap - cash flow 1.78% (1) January 2022 100,000 100,000 Swap - cash flow 1.78% (1) January 2022 50,000 50,000 Swap - cash flow 1.79% (1) January 2022 30,000 30,000 Swap - cash flow 1.68% April 2022 25,000 25,000 Swap - cash flow 1.68% April 2022 25,000 25,000 Swap - cash flow 1.64% April 2022 25,000 25,000 Swap - cash flow 1.64% April 2022 25,000 25,000 Swap - cash flow 1.99% November 2023 85,000 85,000 Swap - cash flow 1.99% November 2023 85,000 85,000 Swap - cash flow 1.99% November 2023 50,000 50,000 Swap - cash flow 1.99% November 2023 30,000 30,000 Swap - cash flow 2.60% January 2024 75,000 — Swap - cash flow 2.60% January 2024 50,000 — Swap - cash flow 2.60% January 2024 25,000 — Swap - cash flow 2.60% January 2024 75,000 — Swap - cash flow 2.60% January 2024 75,000 — Total $ 1,630,000 $ 1,630,000 ________________________ (1) Swaps assumed in connection with the Company's merger with LaSalle Hotel Properties on November 30, 2018. In addition, as of September 30, 2020 and December 31, 2019, the Company had interest rates swaps for aggregate notional amounts of $290.0 million and $590.0 million, respectively, which will become effective in the future as current swaps mature. The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/ payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions. As of September 30, 2020, the Company's derivative instruments were in liability positions, with aggregate liability fair values of $66.2 million which are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. For the three and nine months ended September 30, 2020, there was $9.7 million and $(44.9) million in unrealized (loss) gain, respectively, recorded in accumulated other comprehensive income (loss). For the three and nine months ended September 30, 2019, there was $(7.9) million and $(38.0) million in unrealized (loss) gain, respectively, recorded in accumulated other comprehensive income (loss). For the three and nine months ended September 30, 2020, the Company reclassified $7.6 million and $15.6 million, respectively, from accumulated other comprehensive income (loss) to interest expense. For the three and nine months ended September 30, 2019, the Company reclassified $(1.6) million and $(6.4) million, respectively, from accumulated other comprehensive income (loss) to interest expense. The Company expects approximately $27.6 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months. |