Debt | Note 7 : Debt Debt balances and associated interest rates as of September 30, 2021 were: Principal balance as of Interest Rate Maturity Date September 30, 2021 December 31, 2020 (in millions) SF CMBS Loan (1) 4.11 % November 2023 $ 725 $ 725 HHV CMBS Loan (1) 4.20 % November 2026 1,275 1,275 Mortgage loans Average rate of 4.81 % 2022 to 2026 (2)(3) 505 509 2019 Term Facility (4) L + 2.65 % August 2024 78 670 Revolver (4) L + 3.00 % 2021 to 2023 (5) — 601 2025 Senior Secured Notes (6) 7.50 % June 2025 650 650 2028 Senior Secured Notes (6) 5.88 % October 2028 725 725 2029 Senior Secured Notes 4.88 % May 2029 750 — Finance lease obligations 3.07 % 2021 to 2022 — 1 4,708 5,156 Add: unamortized premium 3 3 Less: unamortized deferred financing costs and ( 41 ) ( 38 ) $ 4,670 $ 5,121 (1) In October 2016, we entered into a $ 725 million CMBS loan secured by the Hilton San Francisco Union Square and the Parc 55 Hotel San Francisco (“SF CMBS Loan”) and a $ 1.275 billion CMBS loan secured by the Hilton Hawaiian Village Waikiki Beach Resort (“HHV CMBS Loan”). (2) Assumes the exercise of all extensions that are exercisable solely at our option. The mortgage loan for Hilton Denver City Center matures in 2042 but is callable by the lender beginning August 2022 . (3) In June 2021, our joint v enture repaid the $ 12 million loan secured by the Doubletree Spokane with proceeds from a $ 14 million loan with a maturity date of July 1, 2026 . Additionally, in January 2021, we ceased making debt service payments toward the $ 75 million mortgage loan secured by the W Chicago City Center, and we have received a notice of an event of default. The default interest rate on the loan is 8.25 % and the stated rate is 4.25 %. While we hope to negotiate an amendment with the lender, there can be no assurances that an agreement will be reached. (4) In May 2020, we amended our credit and term loan facilities to add a LIBOR floor of 25 basis points . Net proceeds from asset sales during the nine months ended September 30, 2021 and the 2029 Senior Secured Notes were used to repay the outstanding balance under the Revolver and a portion of the 2019 Term Facility. Refer to Note 3: “Dispositions and Acquisitions ” for additional information. (5) In September 2020, we inc reased our aggregate commitments under the Revolver by $ 75 million to $ 1.075 billion and extended the maturity date with respect to $ 901 million of the aggregate commitments for two years to December 2023 , including all $ 75 million of the increased Revolver commitments. The maturity date for the remaining $ 174 million of commitments under the Revolver is December 2021 . (6) In May and September 2020, our Operating Company, PK Domestic and PK Finance issued an aggregate of $ 650 million of senior secured notes due 2025 (“2025 Senior Secured Notes”) and an aggregate of $ 725 million of senior secured notes due 2028 (“2028 Senior Secured Notes”), respectively (collectively with the 2029 Senior Secured Notes, the “Senior Secured Notes”). We are required to deposit with lenders certain cash reserves for restricted uses. As of September 30, 2021 and December 31, 2020, our condensed consolidated balance sheets i ncluded $ 56 million and $ 10 million of restricted cash, respectively, related to our CMBS and mortgage loans. 2029 Senior Secured Notes In May 2021, our Operating Company, PK Domestic and PK Finance issued an aggregate of $ 750 million of 2029 Senior Secured Notes. Net proceeds were used to repay $ 564 million of our outstanding balance under the Revolver, which may be redrawn, and $ 173 million of the 2019 Term Facility. The 2029 Senior Secured Notes bear interest at a rate of 4.875 % per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2021. The 2029 Senior Secured Notes will mature on May 15, 2029 . We capitalized $ 13 million of issuance costs during the nine months ended September 30, 2021. We may redeem the 2029 Senior Secured Notes at any time prior to May 15, 2024 , in whole or in part, at a redemption price equal to 100 % of the principal amount thereof plus accrued and unpaid interest, if any, to the redemption date plus a make-whole premium. On or after May 15, 2024, we may redeem the 2029 Senior Secured Notes, in whole or in part, at the applicable redemption prices set forth in the indenture. On or after May 15, 2026 , we may redeem the 2029 Senior Secured Notes at 100 % of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, before May 15, 2024, we may redeem up to 40 % of the 2029 Senior Secured Notes with the net cash proceeds from certain equity offerings at a redemption price of 104.875 % of the principal amount redeemed. Indentures The 2029 Senior Secured Notes are guaranteed by us and by the subsidiaries of our Operating Company that also guarantee indebtedness under our credit facilities, which guarantors also guarantee the obligations under the Company’s Senior Secured Notes on a first priority basis. The guarantees are full and unconditional and joint and several. The 2029 Senior Secured Notes are secured, subject to permitted liens, by a first priority security interest in all of the capital stock of certain wholly-owned subsidiaries of certain of the guarantors and PK Domestic, which collateral also secures the obligations under our credit and term loan facilities on a first priority basis. The indenture governing the 2029 Senior Secured Notes contains customary covenants that limit the issuers’ ability and, in certain instances, the ability of the issuers’ 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 covenants are subject to a number of exceptions and qualifications, including the ability to declare or pay any cash dividend or make any cash distribution to us to the extent necessary for us to fund a dividend or distribution by us that we believe is necessary to maintain our status as a REIT or to avoid payment of any tax for any calendar year that could be avoided by reason of such distribution, and the ability to make certain restricted payments not to exceed $ 100 million, plus 95 % of our cumulative Funds From Operations (as defined in the indenture), plus the aggregate net proceeds from (i) the sale of certain equity interests in, (ii) capital contributions to, and (iii) certain convertible indebtedness of the Operating Company. In addition, the indenture requires our Operating Company 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. Debt Maturities The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of September 30, 2021 were: Year (in millions) 2021 $ 2 2022 98 2023 829 2024 85 2025 657 Thereafter (1) 3,037 $ 4,708 (1) Assumes the exercise of all extensions that are exercisable solely at our option. |