Debt | = 1.50x 2.51x Yes Secured indebtedness ratio <= 45.0% 18.6% Yes Unsecured indebtedness ratio <= 60.0% 24.6% Yes Unsecured interest coverage ratio >= 2.00x 1.69x No (3) (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreement, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreement. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreement as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreement as interest expense, all regularly schedule principal payments, preferred dividends paid, and cash taxes paid. (3) The Company is currently working with its lenders on an amendment to its Revolver and unsecured Term Loans. The Company expects that this amendment will adjust the compliance threshold for this covenant to a level where the Company will be in compliance at March 31, 2020. The Company is currently working with its lenders on an amendment to its Revolver and unsecured Term Loans. The Company expects that this amendment will include the waiver of all financial maintenance covenants through March 31, 2021 and an amendment fee to be paid to the lenders. In addition, the material terms are expected to include increased interest rates, a new minimum liquidity covenant, equity pledges of certain direct and indirect subsidiaries of the Company, restrictions on certain cash outflows, and other lender restrictions and protections. The waiver will require approval of greater than 50% of the lenders in each facility. The Company cannot provide assurances that it will be able to obtain waivers in a timely manner, or on acceptable terms, or at all. If the Company is unable to obtain waivers or repay its debt, the Company may default on some or all of its outstanding debt, which could potentially accelerate amounts due under such agreements, and could raise substantial doubt about the Company's ability to continue as a going concern. The Company's unsecured credit agreements consisted of the following (in thousands): Outstanding Borrowings at Interest Rate at March 31, 2020 (1) Maturity Date March 31, 2020 December 31, 2019 Revolver (2) 2.44% May 2024 $ 400,000 $ — $150 Million Term Loan Maturing 2022 3.08% January 2022 150,000 150,000 $400 Million Term Loan Maturing 2023 3.78% January 2023 400,000 400,000 $225 Million Term Loan Maturing 2023 3.78% January 2023 225,000 225,000 $400 Million Term Loan Maturing 2025 2.92% May 2025 400,000 400,000 1,575,000 1,175,000 Deferred financing costs, net (3) (5,767 ) (6,207 ) Total Revolver and Term Loans, net $ 1,569,233 $ 1,168,793 (1) Interest rate at March 31, 2020 gives effect to interest rate hedges. (2) At March 31, 2020 and December 31, 2019 , there was $200.0 million and $600.0 million , respectively, undrawn on the Revolver. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) Excludes $3.3 million and $3.4 million as of March 31, 2020 and December 31, 2019 , respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. Mortgage Loans The Company's mortgage loans consisted of the following (in thousands): Outstanding Borrowings at Number of Assets Encumbered Interest Rate at March 31, 2020 (1) Maturity Date March 31, 2020 December 31, 2019 Mortgage loan (2) 7 3.33% April 2022 (6) $ 200,000 $ 200,000 Mortgage loan (3) 1 5.25% June 2022 31,050 31,215 Mortgage loan (4) 3 4.95% October 2022 88,769 89,299 Mortgage loan (5) 1 4.94% October 2022 28,635 28,785 Mortgage loan (2) 4 3.35% April 2024 (6) 85,000 85,000 Mortgage loan (2) 3 2.88% April 2024 (6) 96,000 96,000 19 529,454 530,299 Deferred financing costs, net (3,498 ) (3,869 ) Total mortgage loans, net $ 525,956 $ 526,430 (1) Interest rate at March 31, 2020 gives effect to interest rate hedges. (2) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (3) Includes $0.4 million and $0.5 million at March 31, 2020 and December 31, 2019 , respectively, related to a fair value adjustment on a mortgage loan. (4) Includes $1.2 million and $1.4 million at March 31, 2020 and December 31, 2019 , respectively, related to fair value adjustments on the mortgage loans. (5) Includes $0.4 million and $0.4 million at March 31, 2020 and December 31, 2019 , respectively, related to a fair value adjustment on the mortgage loan. (6) The mortgage loan provides two one year extension options. Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls cash outflows until the loan is covenant compliant. In addition certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. While operations at certain hotel properties securing the mortgage loans have been temporarily suspended, the business operations remain that of a hotel, not another form of business, and the hotel properties continue to be maintained. At March 31, 2020 , a hotel property failed to meet the DSCR threshold and was in a cash trap event, and another hotel property had failed to meet the DSCR threshold and will be in a cash trap event. The Company was in compliance with all other maintenance covenants associated with the other mortgage loans at March 31, 2020. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended March 31, 2020 2019 Senior Notes $ 5,944 $ 5,944 Revolver and Term Loans 10,652 10,153 Mortgage loans 4,640 5,423 Amortization of deferred financing costs 1,021 792 Undesignated interest rate swaps 1,556 (2,250 ) Total interest expense $ 23,813 $ 20,062" id="sjs-B4">Debt The Company's debt consisted of the following (in thousands): March 31, 2020 December 31, 2019 Senior Notes $ 499,303 $ 500,484 Revolver and Term Loans, net 1,569,233 1,168,793 Mortgage loans, net 525,956 526,430 Debt, net $ 2,594,492 $ 2,195,707 Senior Notes The Company's senior unsecured notes are referred to as the "Senior Notes." The Company's Senior Notes consisted of the following (in thousands): Outstanding Borrowings at Interest Rate Maturity Date March 31, 2020 December 31, 2019 Senior unsecured notes (1) (2) (3) 6.00% June 2025 $ 499,303 $ 500,484 (1) Requires payments of interest only through maturity. (2) The senior unsecured notes include $24.4 million and $25.6 million at March 31, 2020 and December 31, 2019 , respectively, related to acquisition related fair value adjustments on the senior unsecured notes. (3) The Company has the option to redeem the senior unsecured notes beginning June 1, 2020 at a price of 103.0% of face value. The Senior Notes are subject to a maximum unsecured leverage maintenance covenant, which is based on asset value that is calculated at historical cost. In addition, the Senior Notes are subject to various incurrence covenants that limit the ability of the Company's subsidiary, FelCor Lodging Limited Partnership, to incur additional debt if these covenants are violated. As of March 31, 2020 , the Company was in compliance with all maintenance and incurrence covenants associated with the Senior Notes. Revolver and Term Loans The Company has the following unsecured credit agreements in place: • $600.0 million revolving credit facility with a scheduled maturity date of May 18, 2024 and a one year extension option if certain conditions are satisfied (the "Revolver"); • $150.0 million term loan with a scheduled maturity date of January 22, 2022 (the "$150 Million Term Loan Maturing 2022"); • $400.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023"); • $225.0 million term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"); and • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"). The $150 Million Term Loan Maturing 2022, the $400 Million Term Loan Maturing 2023, the $225 Million Term Loan Maturing 2023, and the $400 Million Term Loan Maturing 2025 are collectively the "Term Loans." The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows: Covenant Actual at March 31, 2020 Compliance Leverage ratio (1) <= 7.00x 4.21x Yes Fixed charge coverage ratio (2) >= 1.50x 2.51x Yes Secured indebtedness ratio <= 45.0% 18.6% Yes Unsecured indebtedness ratio <= 60.0% 24.6% Yes Unsecured interest coverage ratio >= 2.00x 1.69x No (3) (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreement, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreement. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreement as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreement as interest expense, all regularly schedule principal payments, preferred dividends paid, and cash taxes paid. (3) The Company is currently working with its lenders on an amendment to its Revolver and unsecured Term Loans. The Company expects that this amendment will adjust the compliance threshold for this covenant to a level where the Company will be in compliance at March 31, 2020. The Company is currently working with its lenders on an amendment to its Revolver and unsecured Term Loans. The Company expects that this amendment will include the waiver of all financial maintenance covenants through March 31, 2021 and an amendment fee to be paid to the lenders. In addition, the material terms are expected to include increased interest rates, a new minimum liquidity covenant, equity pledges of certain direct and indirect subsidiaries of the Company, restrictions on certain cash outflows, and other lender restrictions and protections. The waiver will require approval of greater than 50% of the lenders in each facility. The Company cannot provide assurances that it will be able to obtain waivers in a timely manner, or on acceptable terms, or at all. If the Company is unable to obtain waivers or repay its debt, the Company may default on some or all of its outstanding debt, which could potentially accelerate amounts due under such agreements, and could raise substantial doubt about the Company's ability to continue as a going concern. The Company's unsecured credit agreements consisted of the following (in thousands): Outstanding Borrowings at Interest Rate at March 31, 2020 (1) Maturity Date March 31, 2020 December 31, 2019 Revolver (2) 2.44% May 2024 $ 400,000 $ — $150 Million Term Loan Maturing 2022 3.08% January 2022 150,000 150,000 $400 Million Term Loan Maturing 2023 3.78% January 2023 400,000 400,000 $225 Million Term Loan Maturing 2023 3.78% January 2023 225,000 225,000 $400 Million Term Loan Maturing 2025 2.92% May 2025 400,000 400,000 1,575,000 1,175,000 Deferred financing costs, net (3) (5,767 ) (6,207 ) Total Revolver and Term Loans, net $ 1,569,233 $ 1,168,793 (1) Interest rate at March 31, 2020 gives effect to interest rate hedges. (2) At March 31, 2020 and December 31, 2019 , there was $200.0 million and $600.0 million , respectively, undrawn on the Revolver. The Company also has the ability to extend the maturity date for an additional one year period ending May 2025 if certain conditions are satisfied. (3) Excludes $3.3 million and $3.4 million as of March 31, 2020 and December 31, 2019 , respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. Mortgage Loans The Company's mortgage loans consisted of the following (in thousands): Outstanding Borrowings at Number of Assets Encumbered Interest Rate at March 31, 2020 (1) Maturity Date March 31, 2020 December 31, 2019 Mortgage loan (2) 7 3.33% April 2022 (6) $ 200,000 $ 200,000 Mortgage loan (3) 1 5.25% June 2022 31,050 31,215 Mortgage loan (4) 3 4.95% October 2022 88,769 89,299 Mortgage loan (5) 1 4.94% October 2022 28,635 28,785 Mortgage loan (2) 4 3.35% April 2024 (6) 85,000 85,000 Mortgage loan (2) 3 2.88% April 2024 (6) 96,000 96,000 19 529,454 530,299 Deferred financing costs, net (3,498 ) (3,869 ) Total mortgage loans, net $ 525,956 $ 526,430 (1) Interest rate at March 31, 2020 gives effect to interest rate hedges. (2) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (3) Includes $0.4 million and $0.5 million at March 31, 2020 and December 31, 2019 , respectively, related to a fair value adjustment on a mortgage loan. (4) Includes $1.2 million and $1.4 million at March 31, 2020 and December 31, 2019 , respectively, related to fair value adjustments on the mortgage loans. (5) Includes $0.4 million and $0.4 million at March 31, 2020 and December 31, 2019 , respectively, related to a fair value adjustment on the mortgage loan. (6) The mortgage loan provides two one year extension options. Certain mortgage agreements are subject to various maintenance covenants requiring the Company to maintain a minimum debt yield or debt service coverage ratio ("DSCR"). Failure to meet the debt yield or DSCR thresholds is not an event of default, but instead triggers a cash trap event. During the cash trap event, the lender or servicer of the mortgage loan controls cash outflows until the loan is covenant compliant. In addition certain mortgage loans have other requirements including continued operation and maintenance of the hotel property. While operations at certain hotel properties securing the mortgage loans have been temporarily suspended, the business operations remain that of a hotel, not another form of business, and the hotel properties continue to be maintained. At March 31, 2020 , a hotel property failed to meet the DSCR threshold and was in a cash trap event, and another hotel property had failed to meet the DSCR threshold and will be in a cash trap event. The Company was in compliance with all other maintenance covenants associated with the other mortgage loans at March 31, 2020. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended March 31, 2020 2019 Senior Notes $ 5,944 $ 5,944 Revolver and Term Loans 10,652 10,153 Mortgage loans 4,640 5,423 Amortization of deferred financing costs 1,021 792 Undesignated interest rate swaps 1,556 (2,250 ) Total interest expense $ 23,813 $ 20,062 |