Debt | Debt Debt as of June 30, 2021 and December 31, 2020 consisted of the following (dollar amounts in thousands): Balance Outstanding as of Rate Type Rate (1) Maturity Date June 30, 2021 December 31, 2020 Mortgage Loans Kimpton Hotel Palomar Philadelphia Fixed (2) 4.14 % 1/13/2023 $ ā (3) $ 57,660 Renaissance Atlanta Waverly Hotel & Convention Center Fixed (4) 3.93 % 8/14/2024 100,000 100,000 Andaz Napa Fixed (5) 2.79 % 9/13/2024 56,000 56,000 The Ritz-Carlton, Pentagon City Fixed (6) 4.95 % 1/31/2025 65,000 65,000 Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 57,333 57,857 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 113,042 115,762 Total Mortgage Loans 4.23 % (7) $ 391,375 $ 452,279 Corporate Credit Facilities Corporate Credit Facility Term Loan $150M Fixed (8) 3.77 % 8/21/2023 $ ā (3) $ 150,000 Corporate Credit Facility Term Loan $125M Fixed (9) 3.92 % 9/13/2024 125,000 125,000 Revolving Credit Facility (10) Variable 2.93 % 2/28/2024 ā (3) 163,093 Total Corporate Credit Facilities $ 125,000 $ 438,093 2020 Senior Notes $500M Fixed 6.38 % 8/15/2025 500,000 500,000 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 ā Loan premiums, discounts and unamortized deferred financing costs, net (11) (22,270) (15,892) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.12 % (7) $ 1,494,105 $ 1,374,480 (1) The rates shown represent the annual interest rates as of June 30, 2021. The variable index for mortgage loans is one-month LIBOR and the variable index for the corporate credit facilities reflects a 25 basis point LIBOR floor which is applicable for the value of all corporate credit facilities not subject to an interest rate hedge. (2) The Company entered into an interest rate swap agreement to fix the interest rate of this variable rate mortgage loan for the entire term of the loan. This mortgage loan was repaid in May 2021. The interest rate swap associated with this loan was terminated in connection with the repayment. (3) In May 2021, the Company repaid the outstanding balance of the respective mortgage loan, the corporate credit facility term loan due to mature in August 2023 and the revolving credit facility with cash on hand and proceeds from the 2021 Senior Notes. (4) A variable interest loan for which the interest rate has been fixed through October 2022, after which the rate reverts to variable. (5) A variable interest loan for which the interest rate has been fixed on $25 million of the balance through October 2022, after which the rate reverts to variable. (6) A variable interest loan for which the interest rate has been fixed through January 2023. (7) Represents the weighted-average interest rate as of June 30, 2021. (8) A variable interest loan for which LIBOR was previously fixed for $125 million of the balance through October 2022. The spread to LIBOR varied, as it was determined by the Company's leverage ratio. (9) A variable interest loan for which LIBOR has been fixed through September 2022. The spread to LIBOR may vary, as it is determined by the Company's leverage ratio. The applicable interest rate has been set to the highest level of grid-based pricing during the covenant waiver period. (10) Commitments under the revolving credit facility total $523 million through February 2022, after which the total commitments will decrease to $450 million through maturity in February 2024. (11) Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization. Mortgage Loans Of the total outstanding debt at June 30, 2021, none of the mortgage loans were recourse to the Company. As of June 30, 2021, the Company was not in compliance with its debt co venants for three of its m ortgage loans, which resulted in an event of default for each mortgage loan. In July 2021, the Company amended the terms of these mortgage loans to waive each event of default as of June 30, 2021 and to adjust covenant calculations for five quarters following the waiver. The Company was also not in compliance with its debt covenants on two other mortgage loans which did not result in events of default but allows the respective lenders the option to initiate a cash sweep until covenant compliance is achieved for a period of time specified in the respective loan agreements. The cash sweeps permit the lenders to withdraw excess cash generated by the property into a separate bank account that they control, which may be used to reduce the outstanding loan balance. The mortgage loan agreements require contributions to be made to furniture, fixtures and equipment replacement reserves, however, this requirement was temporarily waived and the Company currently has the ability to utilize existing furniture, fixtures and equipment replacement reserve funds for operating expenses, subject to certain restrictions and a requirement to replenish any funds used. Corporate Credit Facilities Certain financial covenants related to our amended corporate credit facilities have been suspended until the date that financial statements are required to be delivered thereunder for the fiscal quarter ending June 30, 2022 (such period, unless earlier terminated by the Operating Partnership in accordance with the terms of the corporate credit facilities, the "covenant waiver period") and once quarterly testing resumes, certain financial covenants have been modified through the first quarter in 2023. In addition, the amended corporate credit facilities have certain restrictions and covenants which are applicable during the covenant waiver period, including (i) mandatory prepayment requirements, (ii) affirmative covenants related to the pledge of equity of certain subsidiaries and (iii) negative covenants restricting certain acquisitions, investments, capital expenditures, ground leases, and distributions. A minimum liquidity covenant also applies during the covenant waiver period. In May 2021, in connection with the closing of the 2021 Senior Notes, the Company effectuated additional amendments to our revolving credit facility and our one remaining corporate credit facility term loan. These additional amendments, among other things, (i) extended the covenant waiver period under the corporate credit facilities as provided above, (ii) increased the minimum liquidity covenant during the covenant waiver period from $100 million to $150 million and eliminate the minimum liquidity covenant after the covenant waiver period ends, (iii) adjusted the mandatory prepayment requirements under the corporate credit facilities to limit the requirement to repay loans using net proceeds of certain asset sales and debt or equity issuances solely to the Operating Partnershipās revolving credit facility and (iv) increased the ability for the Operating Partnership to acquire properties and increased capacity for capital expenditures during the covenant waiver period under the corporate credit facilities. As of June 30, 2021, there was no outstanding balance on the revolving credit facility. During the three and six months ended June 30, 2021, the Company incurred unused commitment fees of approximately $0.3 million and $0.6 million and interest expense of $0.7 million and $1.9 million, respectively. During the three and six months ended June 30, 2020, the Company incurred unused commitment fees of approximately $0 million and $0.2 million, respectively, and interest expense of $2.8 million and $4.4 million, respectively. Senior Notes The Operating Partnership issued $500 million of 6.375% Senior Notes (the "2020 Senior Notes") during the year ended December 31, 2020. The 2020 Senior Notes contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indenture. In addition, the 2020 Senior Notes indenture requires the Operating Partnership to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis. In May 2021, the Operating Partnership issued $500 million of 4.875% Senior Notes due in 2029 at a price equal to 100% of face value (the "2021 Senior Notes") and used the net proceeds to repay in full the borrowings under our revolving credit facility and prepay in full our corporate credit facility term loan maturing in August 2023. The Company intends to use the remaining net proceeds from the offering of the 2021 Senior Notes for general corporate purposes. Similar to the 2020 Senior Notes, the 2021 Senior Notes are fully and unconditionally guaranteed, jointly and severally, by the Company and certain of its subsidiaries that incur or guarantee any indebtedness under the Companyās corporate credit facilities, any additional first lien obligations, certain other bank indebtedness or any other material capital markets indebtedness (each, a āsubsidiary guarantorā and together with the Company, the āguarantorsā). The 2021 Senior Notes are initially secured, subject to certain permitted liens, by a first priority security interest in all of the equity interests (the ācollateralā) of a material portion of the Operating Partnershipās subsidiaries, and any proceeds of such equity interests, which collateral also secures obligations under the corporate credit facilities on a first priority basis. The collateral securing the 2021 Senior Notes will be released in full if the Operating Partnership achieves compliance with certain financial covenant requirements under the corporate credit facilities, after which the 2021 Senior Notes will be unsecured, which is expected to occur prior to the maturity of the 2021 Senior Notes. The 2021 Senior Notes contain customary covenants that limit the Operating Partnershipās ability and, in certain instances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends on or redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indenture. In addition, the 2021 Senior Notes indenture requires the Operating Partnership to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis. The Operating Partnership may redeem the 2021 Senior Notes at any time prior to June 1, 2024, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to, but excluding, the redemption date, plus a make-whole premium. The Operating Partnership may redeem the 2021 Senior Notes at any time on or after June 1, 2024, in whole or in part, at a redemption price equal to (i) 102.438% of the principal amount thereof, should such redemption occur before June 1, 2025, (ii) 101.219% of the principal amount thereof, should such redemption occur before June 1, 2026, and (iii) 100.000% of the principal amount thereof, should such redemption occur on or after June 1, 2026, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time prior to June 1, 2024, the Operating Partnership may redeem up to 40% of the original principal amount of the 2021 Senior Notes with the net cash proceeds from certain equity offerings at a redemption price of 104.875% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 60% of the aggregate principal amount of the 2021 Senior Notes remains outstanding immediately after the occurrence of such redemption. Under certain circumstances, until 120 days after the issue date, the Operating Partnership may redeem in the aggregate up to 35% of the original aggregate principal amount of the 2021 Senior Notes with the net cash proceeds of certain support received by the Operating Partnership or any of its subsidiaries from a government authority in connection with the COVID-19 global pandemic at a redemption price of 102.4375% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 65% of the aggregate principal amount of the 2021 Senior Notes remain outstanding immediately after such redemption. Debt Outstanding Total debt outstanding as of June 30, 2021 and December 31, 2020 was $1,516 million and $1,390 million, respectively, and had a weighted-average interest rate of 5.12% and 4.78% per annum, respectively. The following table shows scheduled principal payments and debt maturities for the next five years and thereafter (in thousands): As of Weighted- 2021 $ 1,839 4.43% 2022 4,653 4.32% 2023 5,537 4.28% 2024 280,070 3.71% 2025 568,512 6.20% Thereafter 655,764 4.81% Total Debt $ 1,516,375 5.12% Revolving Credit Facility (matures in 2024) ā 2.93% Loan premiums, discounts and unamortized deferred financing costs, net (22,270) ā Debt, net of loan premiums, discounts and unamortized deferred financing costs $ 1,494,105 5.12% As a result of the loan amendments and issuance of the 2021 Senior Notes during the three and six months ended June 30, 2021, the Company capitalized $10.1 million of deferred financing costs. In connection with the repayment of one mortgage loan and the corporate credit facility term loan maturing August 2023 during the three and six months ended June 30, 2021, the Company wrote off the related unamortized deferred financing costs of $1.4 million, which is included in loss on extinguishment of debt on the condensed consolidated statements of operations and comprehensive loss for the periods then ended. |