Debt | Debt Debt as of September 30, 2023 and December 31, 2022 consisted of the following (dollar amounts in thousands): Balance Outstanding as of Rate Type Rate (1) Maturity Date September 30, December 31, 2022 Mortgage Loans Renaissance Atlanta Waverly Hotel & Convention Center Fixed (2) — % 8/14/2024 $ — $ 99,590 Grand Bohemian Hotel Orlando, Autograph Collection Fixed 4.53 % 3/1/2026 54,818 55,685 Marriott San Francisco Airport Waterfront Fixed 4.63 % 5/1/2027 108,630 110,153 Andaz Napa Fixed (3) 5.72 % 1/19/2028 55,000 54,560 Total Mortgage Loans 4.88 % (4) $ 218,448 $ 319,988 Corporate Credit Facilities Corporate Credit Facility Term Loan $125M Variable (5) — % 9/13/2024 — 125,000 2023 Initial Term Loan Fixed (5) 5.45 % 3/1/2026 125,000 — 2023 Delayed Draw Term Loan Fixed (5) 5.45 % 3/1/2026 100,000 — Revolving Credit Facility Variable (6) — % 2/28/2024 — — Revolving Line of Credit (2023) Variable (6) 7.02 % 1/11/2027 — — Total Corporate Credit Facilities $ 225,000 $ 125,000 2020 Senior Notes $500M (7) Fixed 6.38 % 8/15/2025 464,747 500,000 2021 Senior Notes $500M Fixed 4.88 % 6/1/2029 500,000 500,000 Loan premiums, discounts and unamortized deferred financing costs, net (8) (13,511) (15,883) Total Debt, net of loan premiums, discounts and unamortized deferred financing costs 5.46 % (4) $ 1,394,684 $ 1,429,105 (1) The rates shown represent the annual interest rates as of September 30, 2023. The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities." (2) This mortgage loan was repaid in full in January 2023. (3) In January 2023, the Company amended this mortgage loan to update the variable index from one-month LIBOR to Term SOFR, increase the credit spread, increase the principal amount to $55 million and extend the maturity date through January 2028. Term SOFR has been fixed with interest rate swaps through January 1, 2027. (4) Represents the weighted-average interest rate as of September 30, 2023. (5) In January 2023, the then existing corporate credit facility term loan was refinanced with a new $125 million initial term loan and, effective as of January 10, 2023, the spread to Term SOFR for such term loan varies based on the Company's leverage ratio as further described below under "Corporate Credit Facilities". On January 17, 2023, an additional $100 million delayed draw term loan was borrowed and, effective as of such date, the spread to Term SOFR for such term loan varies based on the Company's leverage ratio as further described below under "Corporate Credit Facilities". Term SOFR has been fixed with interest rate swaps on both the 2023 Initial Term Loan and the 2023 Delayed Draw Term Loan through mid-February 2025. (6) The prior revolving credit facility was refinanced with a new $450 million Revolving Line of Credit in January 2023 and, effective as of January 10, 2023, the spread to Term SOFR varies based on the Company’s leverage ratio, as further described below under “Corporate Credit Facilities.” (7) During the nine months ended September 30, 2023, the Company repurchased in the open market and retired $35.3 million aggregate principal of its 6.375% 2020 Senior Notes due August 2025. (8) Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization. Mortgage Loans In January 2023, the Company repaid in full the $99.5 million outstanding balance on the mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center using proceeds from the 2023 Delayed Draw Term Loan. Also in January 2023, the Company amended the mortgage loan collateralized by Andaz Napa to update the variable index from one-month LIBOR to Term SOFR, increase the credit spread, increase the principal amount to $55 million and extend the maturity date through January 2028. Of the total outstanding debt at September 30, 2023, none of the mortgage loans were recourse to the Company and the mortgage loan agreements require contributions to be made to FF&E reserves. Corporate Credit Facilities In January 2023, XHR LP (the "Borrower") entered into a new $675 million senior unsecured credit facility comprised of a $450 million revolving line of credit (the “Revolving Line of Credit”), a $125 million initial term loan (the "2023 Initial Term Loan) and a $100 million delayed draw term loan (the “2023 Delayed Draw Term Loan” and, together with the 2023 Initial Term Loan, the "2023 Term Loans") pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023, by and among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties party thereto (the “2023 Credit Agreement”). The Revolving Line of Credit and the 2023 Initial Term Loan refinanced in full the then existing corporate credit facilities outstanding under the prior credit agreement, and as a result of such refinancing, the then existing pledges of equity of certain subsidiaries securing obligations under the Company's prior credit facilities were released. The 2023 Delayed Draw Term Loan was funded on January 17, 2023 and was used to repay in full the mortgage loan collateralized by Renaissance Atlanta Waverly Hotel & Convention Center that was due August 2024. Proceeds from future Revolving Line of Credit borrowings may be used for working capital, general corporate or other purposes permitted by the 2023 Credit Agreement. The Revolving Line of Credit matures in January 2027 and can be extended up to an additional year. The interest rate on the Revolving Line of Credit is based on a pricing grid with a range of 145 to 275 basis points over the applicable Term SOFR rate as determined by the Company’s leverage ratio, subject to a 10 basis point credit spread adjustment and a zero basis point floor. The 2023 Term Loans mature in March 2026, can be extended up to an additional year and bear interest rates consistent with the pricing grid on the Revolving Line of Credit. As of September 30, 2023, there was no outstanding balance on the Revolving Line of Credit. During the three and nine months ended September 30, 2023, the Company incurred unused commitment fees of approximately $0.3 million and $1.0 million, respectively, and did not incur interest expense. During the three and nine months ended September 30, 2022, the Company incurred unused commitment fees of approximately $0.3 million and $1.1 million, respectively, and did not incur interest expense. Senior Notes The indentures governing the 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, 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 indentures. In connection with entry into the 2023 Credit Agreement and the refinancing of the obligations under the prior corporate credit facilities, the collateral securing the Senior Notes was released in full. On and after January 10, 2023, the Senior Notes constitute unsecured obligations. During the three and nine months ended September 30, 2023, the Company repurchased in the open market and retired $5.3 million and $35.3 million aggregate principal of its 6.375% 2020 Senior Notes due August 2025, respectively. Financial Covenants As of September 30, 2023, the Company was not in compliance with a debt covenant on one mortgage loan due to disruption from a significant renovation taking place during the prior trailing 12 months. This did not result in an event of default but allows the lender the option to institute a cash sweep until covenant compliance is achieved for a period of time specified in the loan agreement. The cash sweep permits the lender to withdraw excess cash generated by the collateralized property into a separate bank account that the lender controls and that may be used to reduce the amount of the outstanding loan balance. The lender has agreed to waive this covenant until March 31, 2024. Debt Outstanding Total debt outstanding as of September 30, 2023 and December 31, 2022 was $1,408 million and $1,445 million, respectively, and had a weighted-average interest rate of 5.46% and 5.65% 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- 2023 $ 815 4.59% 2024 3,355 4.59% 2025 469,178 6.36% 2026 280,381 5.28% 2027 102,388 4.64% Thereafter 552,078 4.95% Total Debt $ 1,408,195 5.46% Revolving Line of Credit (matures in 2027) — 7.02% Loan premiums, discounts and unamortized deferred financing costs, net (13,511) — Debt, net of loan premiums, discounts and unamortized deferred financing costs $ 1,394,684 5.46% During the nine months ended September 30, 2023, in connection with the 2023 Credit Agreement and amended mortgage loan, the Company capitalized $5.6 million of deferred financing costs and expensed $1.7 million of legal fees which were included in other income on the condensed consolidated statement of operations and comprehensive income for the period then ended. During the nine months ended September 30, 2023, in connection with refinancing of the prior revolving credit facility, the repayment of the prior corporate credit facility term loan and the repayment of one mortgage loan, the Company wrote off unamortized deferred financing costs of $1.1 million, which is included in loss on extinguishment of debt on the condensed consolidated statement of operations and comprehensive income for the period then ended. |