Debt | Note 7: Debt Debt balances and associated interest rates as of June 30, 2020 were: Principal balance as of Interest Rate at June 30, 2020 Maturity Date June 30, 2020 December 31, 2019 (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 4.17% 2020 to 2026 (2) 511 515 2016 Term Loan (3)(4) L + 2.95% December 2021 631 700 2019 Term Facility (4) L + 2.65% September 2024 670 670 Revolver (4)(5) L + 3.00% December 2021 681 — Senior Secured Notes 7.50% June 2025 650 — Finance lease obligations 3.07% 2021 to 2022 1 1 5,144 3,886 Add: unamortized premium 4 3 Less: unamortized deferred financing costs and discount (30 ) (18 ) $ 5,118 $ 3,871 (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 only 2020 debt maturity is the $12 million Doubletree Spokane JV mortgage loan which matures in October. (3) In June 2 020, we repaid $ 69 million of the 2016 Term Loan . (4) (5) During the second quarter of 2020, we repaid $319 million of the Revolver. CMBS and Mortgage Loans We are required to deposit with lenders certain cash reserves for restricted uses. As of June 30, 2020 and December 31, 2019, our condensed consolidated balance sheets included $7 million and $13 million of restricted cash, respectively, related to our CMBS loans and mortgage loans. During the second quarter of 2020, we amended certain mortgage loan agreements to defer interest or interest and principal payments for three to six months and temporarily suspend required cash reserves. Credit Facilities 2019 Term Facility In advance of the Merger, in August 2019, the Company, our Operating Company and PK Domestic entered into a delayed draw term loan agreement (the “2019 Term Facility”). In September 2019, the 2019 Term Facility was fully drawn to fund the Merger and was partially repaid in December 2019. To hedge the interest rate risk on a portion of the 2019 Term Facility, we assumed an interest rate swap from Chesapeake in connection with the Merger, which is designated as a cash flow hedge. The interest rate swap requires us to pay fixed interest of 1.86% per annum maturing on April 21, 2022 on a notional amount of $225 million, in exchange for floating rate interest equal to one-month LIBOR. Revolver In March 2020, we fully drew down our $1 billion Revolver as a precautionary measure to increase liquidity and preserve financial flexibility in connection with the economic effect of COVID-19. During the second quarter of 2020, we repaid $319 million of the Revolver using $219 million of the proceeds from the issuance of the Senior Secured Notes and $100 million of existing cash. In May 2020, in order to maintain compliance under our credit and term loan facilities in future quarters, we amended our credit and term loan facilities to suspend compliance with all existing financial covenants tested through and including March 31, 2021 and to adjust the levels of particular financial covenants after such period. As part of the amendment process, we (i) agreed to comply with a monthly minimum liquidity covenant, to pledge equity in certain subsidiaries to secure the facilities, and for certain subsidiaries to become guarantors under the facilities, and (ii) exercised our two six-month Senior Secured Notes In May 2020, our Operating Company, PK Domestic and PK Finance issued an aggregate of $650 million of Senior Secured Notes. We set aside $219 million of the net proceeds to partially repay the Revolver, $69 million to partially repay the 2016 Term Loan and the remainder was used for general corporate purposes. The Senior Secured Notes bear interest at a rate of 7.500% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2020. The Senior Secured Notes will mature on June 1, 2025. We capitalized $13 million of issuance costs during the three months ended June 30, 2020. The Senior Secured Notes are guaranteed by us and by the subsidiaries of our Operating Company that also guarantee indebtedness under our credit facilities and the guarantees are full and unconditional and joint and several. The 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 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 it believes 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 $ 100.0 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. We may redeem the Senior Secured Notes at any time prior to June 1, 2022, in whole or in part, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. On or after June 1, 2022, we may redeem the Senior Secured Notes, in whole or in part, at the applicable redemption prices set forth in the indenture. On or after June 1, 2024, we may redeem the Senior Secured Notes at 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Debt Maturities The contractual maturities of our debt, assuming the exercise of all extensions that are exercisable solely at our option, as of June 30, 2020 were: Year (in millions) 2020 $ 16 2021 1,321 2022 97 2023 827 2024 676 Thereafter (1) 2,207 $ 5,144 (1) Assumes the exercise of all extensions that are exercisable solely at our option. |