Debt | 150.0% Yes Incurrence Covenants Consolidated Indebtedness less than Adjusted Total Assets < .65x Yes Consolidated Secured Indebtedness less than Adjusted Total Assets < .45x Yes Interest Coverage Ratio > 1.5x Yes As of June 30, 2023 and December 31, 2022, the Company was in compliance with all 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 10, 2027 and either a one-year extension option or up to two six-month extension options if certain conditions are satisfied (the "Revolver"); • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"); • $200.0 million term loan with a scheduled maturity date of January 31, 2026 and two one-year extension options if certain conditions are satisfied (the "$200 Million Term Loan Maturing 2026"); and • $225.0 million term loan with a scheduled maturity date of May 10, 2026 and two one-year extension options if certain conditions are satisfied (the "$225 Million Term Loan Maturing 2026"). The $400 Million Term Loan Maturing 2025, the $200 Million Term Loan Maturing 2026, and the $225 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans." In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off approximately $52.3 million of a term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023") and approximately $41.7 million of another term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"). In May 2023, the Company amended its Revolver. The amendment extends the maturity date of the Revolver to May 10, 2027, which may be extended by the exercise of either a one-year extension option or up to two six-month extension options, subject to the satisfaction of certain conditions. The borrowings under the Revolver bear interest at a variable rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of ten basis points ("Adjusted SOFR") and a margin ranging from 1.40% to 1.95% or (ii) a base rate plus a margin ranging from 0.40% to 0.95%. In May 2023, the Company entered into the $225 Million Term Loan Maturing 2026, the proceeds of which were used to fully repay a $151.7 million term loan with a scheduled maturity date of January 25, 2024 (the "$400 Million Term Loan Maturing 2024") and a $73.0 million term loan with a scheduled maturity date of January 25, 2024 (the "$225 Million Term Loan Maturing 2024"). The $225 Million Term Loan Maturing 2026 matures on May 10, 2026, with two additional one year extension options to May 2027 and May 2028, respectively. Borrowings under the $225 Million Term Loan Maturing 2026 bear interest at a variable rate equal to (i) Adjusted SOFR plus a margin ranging from 1.45% to 2.20% or (ii) a base rate plus a margin ranging from 0.45% to 1.20%. In May 2023, the Company also amended the $400 Million Term Loan Maturing 2025 to bear interest at a variable rate equal to Adjusted SOFR (replacing LIBOR), plus an applicable margin. In addition, during the May 2023 amendments, all of the Company's unsecured credit agreements were amended to, among other things, (i) modify the calculation of certain financial covenants, including increasing the leverage ratio limit to 7.25x, (ii) modify the calculation of the unencumbered leverage ratio, (iii) remove the requirement to provide equity pledges if a certain leverage ratio is exceeded and (iv) reduce the interest floor to zero. The Company paid approximately $7.4 million in lender and arrangement fees and legal costs related to the refinancing. In all cases, the actual margin is determined based on the Company’s leverage ratio, as calculated under the terms of the facility. The Company's unsecured credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at June 30, 2023 (1) Maturity Date June 30, 2023 December 31, 2022 Revolver (2) —% May 2027 $ — $ — $400 Million Term Loan Maturing 2023 (3) —% — — 52,261 $400 Million Term Loan Maturing 2024 (4) —% — — 151,683 $225 Million Term Loan Maturing 2023 (3) —% — — 41,745 $225 Million Term Loan Maturing 2024 (4) —% — — 72,973 $400 Million Term Loan Maturing 2025 3.43% May 2025 400,000 400,000 $200 Million Term Loan Maturing 2026 (5) 3.50% January 2026 (6) 200,000 105,000 $225 Million Term Loan Maturing 2026 3.02% May 2026 (6) 225,000 — 825,000 823,662 Deferred financing costs, net (7) (4,437) (3,126) Total Revolver and Term Loans, net $ 820,563 $ 820,536 (1) Interest rate at June 30, 2023 gives effect to interest rate hedges. (2) There was $600.0 million of remaining capacity on the Revolver at both June 30, 2023 and December 31, 2022. The Company has the ability to extend the maturity date for an additional one-year period or up to two six-month periods ending May 2028 if certain conditions are satisfied. (3) In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off these Term Loans. (4) In May 2023, the Company entered into the $225 Million Term Loan Maturing 2026 and utilized the proceeds to pay off these Term Loans. (5) In January 2023, the Company received the remaining $95.0 million in proceeds on this Term Loan. (6) This Term Loan includes two one-year extension options. The exercise of the extension options will be at the Company's discretion, subject to certain conditions. (7) Excludes $6.3 million and $1.7 million as of June 30, 2023 and December 31, 2022, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows: Covenant Compliance Leverage ratio (1) <= 7.25x Yes Fixed charge coverage ratio (2) >= 1.50x Yes Secured indebtedness ratio <= 45.0% Yes Unencumbered indebtedness ratio <= 60.0% Yes Unencumbered debt service coverage ratio >= 2.00x Yes (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid. Mortgage Loans The Company's mortgage loans consisted of the following (dollars in thousands): Carrying Value at Number of Assets Encumbered Interest Rate at June 30, 2023 Maturity Date June 30, 2023 December 31, 2022 Mortgage loan (1) 7 5.94% (3) April 2024 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 4.95% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 5.51% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,013 27,193 15 408,013 408,193 Deferred financing costs, net (328) (481) Total mortgage loans, net $ 407,685 $ 407,712 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.0 million and $2.2 million at June 30, 2023 and December 31, 2022, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at June 30, 2023 gives effect to interest rate hedges. (4) In April 2023, the Company exercised its final extension option to extend the maturity on this mortgage loan to April 2024. (5) This 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. As of December 31, 2022, although all mortgage loans met their debt yield or DSCR thresholds, one mortgage loan was in a cash trap event pending notification to the lender to remove the restrictions. As of December 31, 2022, there was approximately $26.9 million of restricted cash held by this lender due to the cash trap event, and during the first quarter of 2023, all of the restrictions on this cash were removed. At June 30, 2023, all mortgage loans exceeded the minimum debt yield or DSCR thresholds. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Senior Notes $ 9,688 $ 9,688 $ 19,375 $ 19,431 Revolver and Term Loans 7,266 9,136 15,810 19,104 Mortgage loans 5,616 3,329 9,559 6,539 Amortization of deferred financing costs 1,491 1,417 2,965 3,101 Non-cash interest expense related to interest rate hedges 482 285 964 241 Total interest expense $ 24,543 $ 23,855 $ 48,673 $ 48,416 " id="sjs-B4" xml:space="preserve">Debt The Company's debt consisted of the following (in thousands): June 30, 2023 December 31, 2022 Senior Notes, net $ 990,489 $ 989,307 Revolver — — Term Loans, net 820,563 820,536 Mortgage loans, net 407,685 407,712 Debt, net $ 2,218,737 $ 2,217,555 Senior Notes The Company's senior notes (collectively, the "Senior Notes") consisted of the following (dollars in thousands): Carrying Value at Interest Rate Maturity Date June 30, 2023 December 31, 2022 2029 Senior Notes (1) 4.00% September 2029 $ 500,000 $ 500,000 2026 Senior Notes (1) 3.75% July 2026 500,000 500,000 1,000,000 1,000,000 Deferred financing costs, net (9,511) (10,693) Total senior notes, net $ 990,489 $ 989,307 (1) Requires payment of interest only through maturity. The indentures governing the Senior Notes contain customary covenants that limit the Operating Partnership’s ability and, in certain instances, the ability of its subsidiaries, to incur additional debt, create liens on assets, make distributions and pay dividends, make certain types of investments, issue guarantees of indebtedness, and make certain restricted payments. These limitations are subject to a number of exceptions and qualifications set forth in the indentures. A summary of the various restrictive covenants for the Senior Notes are as follows: Covenant Compliance Maintenance Covenant Unencumbered Asset to Unencumbered Debt Ratio > 150.0% Yes Incurrence Covenants Consolidated Indebtedness less than Adjusted Total Assets < .65x Yes Consolidated Secured Indebtedness less than Adjusted Total Assets < .45x Yes Interest Coverage Ratio > 1.5x Yes As of June 30, 2023 and December 31, 2022, the Company was in compliance with all 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 10, 2027 and either a one-year extension option or up to two six-month extension options if certain conditions are satisfied (the "Revolver"); • $400.0 million term loan with a scheduled maturity date of May 18, 2025 (the "$400 Million Term Loan Maturing 2025"); • $200.0 million term loan with a scheduled maturity date of January 31, 2026 and two one-year extension options if certain conditions are satisfied (the "$200 Million Term Loan Maturing 2026"); and • $225.0 million term loan with a scheduled maturity date of May 10, 2026 and two one-year extension options if certain conditions are satisfied (the "$225 Million Term Loan Maturing 2026"). The $400 Million Term Loan Maturing 2025, the $200 Million Term Loan Maturing 2026, and the $225 Million Term Loan Maturing 2026 are collectively referred to as the "Term Loans." In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off approximately $52.3 million of a term loan with a scheduled maturity date of January 25, 2023 (the "$400 Million Term Loan Maturing 2023") and approximately $41.7 million of another term loan with a scheduled maturity date of January 25, 2023 (the "$225 Million Term Loan Maturing 2023"). In May 2023, the Company amended its Revolver. The amendment extends the maturity date of the Revolver to May 10, 2027, which may be extended by the exercise of either a one-year extension option or up to two six-month extension options, subject to the satisfaction of certain conditions. The borrowings under the Revolver bear interest at a variable rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus a credit spread adjustment of ten basis points ("Adjusted SOFR") and a margin ranging from 1.40% to 1.95% or (ii) a base rate plus a margin ranging from 0.40% to 0.95%. In May 2023, the Company entered into the $225 Million Term Loan Maturing 2026, the proceeds of which were used to fully repay a $151.7 million term loan with a scheduled maturity date of January 25, 2024 (the "$400 Million Term Loan Maturing 2024") and a $73.0 million term loan with a scheduled maturity date of January 25, 2024 (the "$225 Million Term Loan Maturing 2024"). The $225 Million Term Loan Maturing 2026 matures on May 10, 2026, with two additional one year extension options to May 2027 and May 2028, respectively. Borrowings under the $225 Million Term Loan Maturing 2026 bear interest at a variable rate equal to (i) Adjusted SOFR plus a margin ranging from 1.45% to 2.20% or (ii) a base rate plus a margin ranging from 0.45% to 1.20%. In May 2023, the Company also amended the $400 Million Term Loan Maturing 2025 to bear interest at a variable rate equal to Adjusted SOFR (replacing LIBOR), plus an applicable margin. In addition, during the May 2023 amendments, all of the Company's unsecured credit agreements were amended to, among other things, (i) modify the calculation of certain financial covenants, including increasing the leverage ratio limit to 7.25x, (ii) modify the calculation of the unencumbered leverage ratio, (iii) remove the requirement to provide equity pledges if a certain leverage ratio is exceeded and (iv) reduce the interest floor to zero. The Company paid approximately $7.4 million in lender and arrangement fees and legal costs related to the refinancing. In all cases, the actual margin is determined based on the Company’s leverage ratio, as calculated under the terms of the facility. The Company's unsecured credit agreements consisted of the following (dollars in thousands): Carrying Value at Interest Rate at June 30, 2023 (1) Maturity Date June 30, 2023 December 31, 2022 Revolver (2) —% May 2027 $ — $ — $400 Million Term Loan Maturing 2023 (3) —% — — 52,261 $400 Million Term Loan Maturing 2024 (4) —% — — 151,683 $225 Million Term Loan Maturing 2023 (3) —% — — 41,745 $225 Million Term Loan Maturing 2024 (4) —% — — 72,973 $400 Million Term Loan Maturing 2025 3.43% May 2025 400,000 400,000 $200 Million Term Loan Maturing 2026 (5) 3.50% January 2026 (6) 200,000 105,000 $225 Million Term Loan Maturing 2026 3.02% May 2026 (6) 225,000 — 825,000 823,662 Deferred financing costs, net (7) (4,437) (3,126) Total Revolver and Term Loans, net $ 820,563 $ 820,536 (1) Interest rate at June 30, 2023 gives effect to interest rate hedges. (2) There was $600.0 million of remaining capacity on the Revolver at both June 30, 2023 and December 31, 2022. The Company has the ability to extend the maturity date for an additional one-year period or up to two six-month periods ending May 2028 if certain conditions are satisfied. (3) In January 2023, the Company received the remaining $95.0 million in proceeds on the $200 Million Term Loan Maturing 2026 and utilized these proceeds to pay off these Term Loans. (4) In May 2023, the Company entered into the $225 Million Term Loan Maturing 2026 and utilized the proceeds to pay off these Term Loans. (5) In January 2023, the Company received the remaining $95.0 million in proceeds on this Term Loan. (6) This Term Loan includes two one-year extension options. The exercise of the extension options will be at the Company's discretion, subject to certain conditions. (7) Excludes $6.3 million and $1.7 million as of June 30, 2023 and December 31, 2022, respectively, related to deferred financing costs on the Revolver, which are included in prepaid expense and other assets in the accompanying consolidated balance sheets. The Revolver and Term Loans are subject to various financial covenants. A summary of the most restrictive covenants is as follows: Covenant Compliance Leverage ratio (1) <= 7.25x Yes Fixed charge coverage ratio (2) >= 1.50x Yes Secured indebtedness ratio <= 45.0% Yes Unencumbered indebtedness ratio <= 60.0% Yes Unencumbered debt service coverage ratio >= 2.00x Yes (1) Leverage ratio is net indebtedness, as defined in the Revolver and Term Loan agreements, to corporate earnings before interest, taxes, depreciation, and amortization ("EBITDA"), as defined in the Revolver and Term Loan agreements. (2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the Revolver and Term Loan agreements as EBITDA less furniture, fixtures and equipment ("FF&E") reserves, to fixed charges, which is generally defined in the Revolver and Term Loan agreements as interest expense, all regularly scheduled principal payments, preferred dividends paid, and cash taxes paid. Mortgage Loans The Company's mortgage loans consisted of the following (dollars in thousands): Carrying Value at Number of Assets Encumbered Interest Rate at June 30, 2023 Maturity Date June 30, 2023 December 31, 2022 Mortgage loan (1) 7 5.94% (3) April 2024 (4) $ 200,000 $ 200,000 Mortgage loan (1) 3 4.95% (3) April 2024 (5) 96,000 96,000 Mortgage loan (1) 4 5.51% (3) April 2024 (5) 85,000 85,000 Mortgage loan (2) 1 5.06% January 2029 27,013 27,193 15 408,013 408,193 Deferred financing costs, net (328) (481) Total mortgage loans, net $ 407,685 $ 407,712 (1) The hotels encumbered by the mortgage loan are cross-collateralized. Requires payments of interest only through maturity. (2) Includes $2.0 million and $2.2 million at June 30, 2023 and December 31, 2022, respectively, related to a fair value adjustment on this mortgage loan. (3) Interest rate at June 30, 2023 gives effect to interest rate hedges. (4) In April 2023, the Company exercised its final extension option to extend the maturity on this mortgage loan to April 2024. (5) This 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. As of December 31, 2022, although all mortgage loans met their debt yield or DSCR thresholds, one mortgage loan was in a cash trap event pending notification to the lender to remove the restrictions. As of December 31, 2022, there was approximately $26.9 million of restricted cash held by this lender due to the cash trap event, and during the first quarter of 2023, all of the restrictions on this cash were removed. At June 30, 2023, all mortgage loans exceeded the minimum debt yield or DSCR thresholds. Interest Expense The components of the Company's interest expense consisted of the following (in thousands): For the three months ended June 30, For the six months ended June 30, 2023 2022 2023 2022 Senior Notes $ 9,688 $ 9,688 $ 19,375 $ 19,431 Revolver and Term Loans 7,266 9,136 15,810 19,104 Mortgage loans 5,616 3,329 9,559 6,539 Amortization of deferred financing costs 1,491 1,417 2,965 3,101 Non-cash interest expense related to interest rate hedges 482 285 964 241 Total interest expense $ 24,543 $ 23,855 $ 48,673 $ 48,416 |