Debt | 4. Debt Summary As of September 30, 2022 and December 31, 2021, the Company’s debt consisted of the following (in thousands): September 30, December 31, Revolving credit facility (1) $ - $ 76,000 Term loans and senior notes, net (1) 986,904 865,189 Mortgage debt, net 331,415 497,569 Debt, net $ 1,318,319 $ 1,438,758 (1) On July 25, 2022, the Company entered into an amendment and restatement of its $ 850 million credit facility (defined below), which among other things increased the borrowing capacity to $ 1.2 billion and extended the maturity dates. See the $1.2 Billion Credit Facility section below for details. The aggregate amounts of principal payable under the Company’s total debt obligations as of September 30, 2022 (including the Revolving Credit Facility (if any) (as defined below), term loans, senior notes and mortgage debt), for the remainder of this fiscal year, each of the next four fiscal years and thereafter are as follows (in thousands): 2022 (October - December) $ 2,587 2023 96,214 2024 113,597 2025 245,140 2026 74,649 Thereafter 794,616 1,326,803 Unamortized fair value adjustment of assumed debt 843 Unamortized debt issuance costs ( 9,327 ) Total $ 1,318,319 The Company uses interest rate swaps to manage its interest rate risk on a portion of its variable-rate debt. Throughout the terms of these interest rate swaps, the Company pays a fixed rate of interest and receives a floating rate of interest equal to the annual SOFR for a one-month term (“one-month SOFR”) plus a 0.10 % SOFR spread adjustment . The swaps are designed to effectively fix the interest payments on variable-rate debt instruments. See Note 5 for more information on the interest rate swap agreements. The Company’s total fixed-rate and variable-rate debt, after giving effect to its interest rate swaps in effect at September 30, 2022 and December 31, 2021, is set forth below. All dollar amounts are in thousands. September 30, Percentage December 31, Percentage Fixed-rate debt (1) $ 1,151,803 87 % $ 1,318,046 91 % Variable-rate debt 175,000 13 % 126,000 9 % Total $ 1,326,803 $ 1,444,046 Weighted-average interest rate of debt 3.72 % 3.38 % (1) Fixed-rate debt includes the portion of variable-rate debt where the interest payments have been effectively fixed by interest rate swaps as of the respective balance sheet date. See Note 5 for more information on the interest rate swap agreements. Credit Facilities $1.2 Billion Credit Facility Prior to July 2022, the Company utilized an unsecured credit facility comprised of (i) a $ 425 million revolving credit facility with an initial maturity date of July 27, 2022 (the " $ 425 million revolving credit facility") and (ii) a $ 425 million term loan facility consisting of two term loans: a $ 200 million term loan with a maturity date of July 27, 2023 , and a $ 225 million term loan with a maturity date of January 31, 2024 , both funded in July 2018 (collectively, the “$ 850 million credit facility”). On July 25, 2022, the Company entered into an amendment and restatement of its $ 850 million credit facility, which among other things, increased the borrowing capacity to $ 1.2 billion, extended the maturity dates, transitioned the reference rate from LIBOR to SOFR, reduced the margin rate for calculating interest rates and modified certain of the financial maintenance covenants (the “$1.2 billion credit facility”). The $ 1.2 billion credit facility is comprised of (i) a $ 650 million revolving credit facility with an initial maturity date of July 25, 2026 (the "Revolving Credit Facility"), (ii) a $ 275 million term loan with a maturity date of July 25, 2027 , funded at closing, and (iii) a $ 300 million term loan with a maturity date of Janu ary 31, 2028 ( including a $ 150 million delayed draw option until 180 days from closing), of which $ 200 million was funded at closing (the "$ 575 million term loan facility") . At closing, the Company repaid the outstanding $ 425 million term loans and $ 50 million outstanding under the $ 425 million revolving credit facility under the $ 850 million credit facility with proceeds from the $ 1.2 billion credit facility. Subject to certain conditions, including covenant compliance and additional fees, the Revolving Credit Facility maturity date may be extended up to one year. The credit agreement for the $ 1.2 billion credit facility contains mandatory prepayment requirements, customary affirmative and negative covenants (as described below), restrictions on certain investments and events of default, which are similar to the terms of the previous credit agreement for the $ 850 million credit facility. The Company may make voluntary prepayments, in whole or in part, at any time. Interest payments on the $ 1.2 billion credit facility are due monthly, and the interest rate, subject to certain exceptions, is equal to the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.35 % to 2.25 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. The Company is also required to pay quarterly an unused facility fee at an annual rate of 0.20 % or 0.25 % on the unused portion of the Revolving Credit Facility, based on the amount of borrowings outstanding during the quarter. A summary of the 2022 debt refinancing is set forth below. All dollar amounts are in thousands. 2022 Refinancing Prior to Refinancing Capacity Maturity Date Interest Rate Capacity Maturity Date Interest Rate (1) Revolving credit facility $ 650,000 7/25/2026 SOFR + 0.10 % + 1.40 % - 2.25 % $ 425,000 7/27/2022 LIBOR + 1.40 % - 2.25 % Term loan 275,000 7/25/2027 SOFR + 0.10 % + 1.35 % - 2.20 % 200,000 7/27/2023 LIBOR + 1.35 % - 2.20 % Term loan 300,000 1/31/2028 SOFR + 0.10 % + 1.35 % - 2.20 % 225,000 1/31/2024 LIBOR + 1.35 % - 2.20 % Total $ 1,225,000 $ 850,000 (1) Interest rates on all of the unsecured credit facilities increased to 0.15 % above the highest rate shown for each loan during the Extended Covenant Waiver Period (as defined below) from March 1, 2021 through July 28, 2021. $225 Million Term Loan Facility The Company also has an unsecured term loan facility that is comprised of (i) a $ 50 million term loan with a maturity date of August 2, 2023 , which was funded on August 2, 2018 , and (ii) a $ 175 million term loan with a maturity date of August 2, 2025 , of which $ 100 million was funded on August 2, 2018, and the remaining $ 75 million was funded on January 29, 2019 (the “$ 225 million term loan facility”) . The Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. Interest payments on the $ 225 million term loan facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.35 % to 2.50 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. In July 2022, this term loan was amended to align the financial covenants with the $ 1.2 billion credit facility and to replace the reference rate with SOFR. 2017 $85 Million Term Loan Facility On July 25, 2017, the Company entered into an unsecured term loan facility with a maturity date of July 25, 2024 , consisting of one term loan (the “2017 $85 million term loan facility”), that was fu nded at closing. The Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions. Interest payments on the 2017 $ 85 million term loan facility are due monthly, and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.30 % to 2.10 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. In July 2022, this term loan was amended to align the financial covenants with the $ 1.2 billion credit facility and to replace the reference rate with SOFR. 2019 $85 Million Term Loan Facility On December 31, 2019, the Company entered into an unsecured term loan facility with a maturity date of December 31, 2029 , consisting of one term loan funded at closing (the “2019 $ 85 million term loan facility”). Net proceeds from the 2019 $ 85 million term loan facility were used to pay down borrowings under the Company’s $ 425 million revolving credit f acility. The Company may make voluntary prepayments, in whole or in part, subject to certain conditions. Interest payments on the 2019 $ 85 milli on term loan facility are due monthly, and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month SOFR plus a 0.10 % SOFR spread adjustment plus a margin ranging from 1.70 % to 2.55 %, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. In July 2022, this term loan was amended to align the financial covenants with the $ 1.2 billion credit facility and to replace the reference rate with SOFR. $50 Million Senior Notes Facility On March 16, 2020, the Company entered into an unsecured senior notes facility with a maturity date of March 31, 2030 , consisting of senior notes totaling $ 50 million funded at closing (the “$ 50 million senior notes facility”). Net proceeds from the $ 50 million senior notes facility were available to provide funding for general corporate purposes. T he Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions, including make-whole provisions. Interest payments on the $ 50 million senior notes facility are due quarterly, and the interest rate, subject to certain exceptions, ranges from an annual rate of 3.60 % to 4.35 % depending on the Company’s leverage ratio, as calculated under the terms of the note agreement. In July 2022, this notes facility was amended to align the financial covenants with the $ 1.2 billion credit facility. $75 Million Senior Notes Facility On June 2, 2022, the Company entered into an unsecured senior notes facility with a maturity date of June 2, 2029 , consisting of senior notes totaling $ 75 million funded at closing (the “$ 75 million senior notes facility”, and collectively with the $ 850 million credit facility and, after the amendments in July 2022, the $ 1.2 billion credit facility, the $ 225 million term loan facility, the 2017 $85 million term loan facility, the 2019 $85 million term loan facility and the $50 million senior notes facility, the “unsecured credit facilities”). Net proceeds from the $ 75 million senior notes facility were available to provide funding for general corporate purposes, including the repayment of borrowings under the Company’s $ 425 million revolving credit facility and repayment of mortgage debt. The Company may make voluntary prepayments, in whole or in part, at any time, subject to certain conditions, including make-whole provisions. Interest payments on the $ 75 million senior notes facility are due quarterly, and the interest rate, subject to certain exceptions, ranges from an annual rate of 4.88 % to 5.63 % depending on the Company’s leverage ratio, as calculated under the terms of the note agreement. In July 2022, this notes facility was amended to align the financial covenants with the $ 1.2 billion credit facility. As of September 30, 2022 and December 31, 2021, the details of the Company’s unsecured credit facilities were as set forth in the table below. All dollar amounts are in thousands. September 30, 2022 December 31, 2021 Origination Maturity Outstanding Balance Interest Rate (1) Outstanding Balance Interest Rate (2) Revolving credit facility (3) (4) 7/25/2022 7/25/2026 $ - SOFR + 0.10 % + 1.40 % - 2.25 % $ 76,000 LIBOR + 1.40 % - 2.25 % Term loans and senior notes $275 million term loan (4) 7/25/2022 7/25/2027 275,000 SOFR + 0.10 % + 1.35 % - 2.20 % - n/a $200 million term loan (4) 7/27/2018 repaid 7/25/22 - n/a 200,000 LIBOR + 1.35 % - 2.20 % $300 million term loan (4) 7/25/2022 1/31/2028 200,000 SOFR + 0.10 % + 1.35 % - 2.20 % - n/a $225 million term loan (4) 7/27/2018 repaid 7/25/22 - n/a 225,000 LIBOR + 1.35 % - 2.20 % $50 million term loan 8/2/2018 8/2/2023 50,000 SOFR + 0.10 % + 1.35 % - 2.20 % 50,000 LIBOR + 1.35 % - 2.20 % $175 million term loan 8/2/2018 8/2/2025 175,000 SOFR + 0.10 % + 1.65 % - 2.50 % 175,000 LIBOR + 1.65 % - 2.50 % 2017 $85 million term loan 7/25/2017 7/25/2024 85,000 SOFR + 0.10 % + 1.30 % - 2.10 % 85,000 LIBOR + 1.30 % - 2.10 % 2019 $85 million term loan 12/31/2019 12/31/2029 85,000 SOFR + 0.10 % + 1.70 % - 2.55 % 85,000 LIBOR + 1.70 % - 2.55 % $50 million senior notes 3/16/2020 3/31/2030 50,000 3.60 % - 4.35 % 50,000 3.60 % - 4.35 % $75 million senior notes 6/2/2022 6/2/2029 75,000 4.88 % - 5.63 % - n/a Term loans and senior notes at stated 995,000 870,000 Unamortized debt issuance costs ( 8,096 ) ( 4,811 ) Term loans and senior notes, net 986,904 865,189 Credit facilities, net (3) $ 986,904 $ 941,189 Weighted-average interest rate (5) 3.64 % 2.97 % (1) In July 2022, the Company amended each of its unsecured credit facilities to replace LIBOR with SOFR as the reference rate plus a 0.10 % SOFR spread adjustment. (2) Interest rates on all of the unsecured credit facilities increased to 0.15 % above the highest rate shown for each loan during the Extended Covenant Waiver Period (as defined below) from March 1, 2021 through July 28, 2021. (3) Excludes unamortized debt issuance costs related to the Revolving Credit Facility totaling approximately $ 5.1 million as of September 30, 2022 and related to the $ 425 million revolving credit facility totaling approximately $ 1.0 million as of December 31, 2021 , which are included in other assets, net in the Company’s consolidated balance sheets. (4) On July 25, 2022, the Company entered into an amendment and restatement of its $ 850 million credit facility, which among other things increased the borrowing capacity to $ 1.2 billion and extended the maturity dates. See the $ 1.2 Billion Credit Facility section above for details. (5) Interest rate represents the weighted-average effective annual interest rate at the balance sheet date which includes the effect of interest rate swaps in effect on $ 695.0 million and $ 770.0 million of the outstanding variable-rate debt as of September 30, 2022 and December 31, 2021, respectively. See Note 5 for more information on the interest rate swap agreements. The one-month SOFR at September 30, 2022 was 3.04 %. As of December 31, 2021 , the Company's interest rate swap agreements were based on the one-month LIBOR of 0.10 %. Credit Facilities Covenants The credit agreements governing the unsecured credit facilities (collectively, the “credit agreements”) contain mandatory prepayment requirements, customary affirmative and negative covenants, restrictions on certain investments and events of default. After giving effect to the July 2022 amendments, the credit agreements contain the following financial and restrictive covenants (capitalized terms not defined below are defined in the credit agreements): • A ratio of Consolidated Total Indebtedness to Consolidated EBITDA (“Maximum Consolidated Leverage Ratio”) of not more than 7.25 to 1.00; • A ratio of Consolidated Secured Indebtedness to Consolidated Total Assets (“Maximum Secured Leverage Ratio”) of not more than 45 %; • A minimum Consolidated Tangible Net Worth of approximately $ 3.4 billion plus an amount equal to 75 % of the Net Cash Proceeds from issuances and sales of Equity Interests occurring after the Closing Date, July 25, 2022, subject to adjustment; • A ratio of Adjusted Consolidated EBITDA to Consolidated Fixed Charges ("Minimum Fixed Charge Coverage Ratio") of not less than 1.50 to 1.00 for the trailing four full quarters; • A ratio of Unencumbered Adjusted NOI to Consolidated Implied Interest Expense for Consolidated Unsecured Indebtedness ("Minimum Unsecured Interest Coverage Ratio") of not less than 2.00 to 1.00 for the trailing four full quarters; • A ratio of Consolidated Unsecured Indebtedness to Unencumbered Asset Value (“Maximum Unsecured Leverage Ratio”) of not more than 60 % (subject to a higher level in certain circumstances); and • A ratio of Consolidated Secured Recourse Indebtedness to Consolidated Total Assets (“Maximum Secured Recourse Indebtedness”) of not more than 10 %. The Company was in compliance with the applicable covenants at September 30, 2022. Prior Amendments to Credit Agreements As a result of COVID-19 and the associated disruption to the Company’s operating results, the Company first entered into amendments in June 2020 that suspended the testing of the Company’s financial maintenance covenants under the unsecured credit facilities and imposed certain restrictions regarding the Company's investing and financing activities. Further amendments were entered into in March 2021 (the “March 2021 amendments”), extending the majority of the covenant waivers until the date that the compliance certificate was required to be delivered for the fiscal quarter ended June 30, 2022 (unless the Company elected an earlier date) (the “Extended Covenant Waiver Period”). The March 2021 amendments imposed several modifications and restrictions during the Extended Covenant Waiver Period, including continued cash distribution restrictions, except for the payment of cash dividends of $ 0.01 per common share per quarter or to the extent required to maintain REIT status, modification of the previous operating restrictions to less restrictive levels, changes to the calculation of the financial maintenance covenants upon exiting the Extended Covenant Waiver Period, and an increase in the LIBOR floor and establishment of a Base Rate (as defined in the credit agreements) floor under the $ 425 million revolving credit facility. In July 2021, the Company notified its lenders under its unsecured credit facilities that it had elected to exit the Extended Covenant Waiver Period early, effective on July 29, 2021 pursuant to the terms of each of its unsecured credit facilities. The unsecured credit facilities do not provide the Company the ability to re-enter the Extended Covenant Waiver Period once it has elected to exit. Upon exiting the Extended Covenant Waiver Period, the Company was no longer subject to the restrictions regarding its investing and financing activities that were applicable during the Extended Covenant Waiver Period, including, but not limited to, limitations on the acquisition of property, payment of distributions to shareholders ( except for the payment of cash dividends of $ 0.01 per common share per quarter or to the extent required to maintain REIT status ), capital expenditures and use of proceeds from the sale of property or common shares of the Company. Those restrictions, including the restriction on payment of distributions to shareholders, were still in place throughout the second quarter of 2021. Mortgage Debt As of September 30, 2022, the Company had approximately $ 331.8 million in outstanding mortgage debt secured by 19 properties with maturity dates ranging from February 2023 to May 2038, stated interest rates ranging from 3.40 % to 4.46 % and effective interest rates ranging from 3.40 % to 4.68 %. The loans generally provide for monthly payments of principal and interest on an amortized basis and defeasance or prepayment penalties if prepaid. The following table sets forth the hotel properties securing each loan, the interest rate, loan assumption or origination date, maturity date, the principal amount assumed or originated, and the outstanding balance prior to any fair value adjustments or debt issuance costs as of September 30, 2022 and December 31, 2021 for each of the Company’s mortgage debt obligations. All dollar amounts are in thousands. Location Brand Interest (1) Loan Maturity Principal Outstanding Outstanding Seattle, WA (2) 4.00 % 8/16/2021 (4) $ 56,000 $ - $ 56,000 Grapevine, TX Hilton Garden Inn 4.89 % 8/29/2012 (5) 11,810 - 9,075 Collegeville/Philadelphia, PA Courtyard 4.89 % 8/30/2012 (5) 12,650 - 9,720 Hattiesburg, MS Courtyard 5.00 % 3/1/2014 (5) 5,732 - 4,550 Kirkland, WA Courtyard 5.00 % 3/1/2014 (5) 12,145 - 9,640 Rancho Bernardo/San Diego, CA Courtyard 5.00 % 3/1/2014 (5) 15,060 - 11,954 Seattle, WA Residence Inn 4.96 % 3/1/2014 (5) 28,269 - 22,412 Anchorage, AK Embassy Suites 4.97 % 9/13/2012 (6) 23,230 - 17,959 Somerset, NJ Courtyard 4.73 % 3/1/2014 (6) 8,750 - 6,903 Tukwila, WA Homewood Suites 4.73 % 3/1/2014 (6) 9,431 - 7,440 Huntsville, AL Homewood Suites 4.12 % 3/1/2014 2/6/2023 8,306 6,264 6,473 Prattville, AL Courtyard 4.12 % 3/1/2014 2/6/2023 6,596 4,975 5,141 San Diego, CA Residence Inn 3.97 % 3/1/2014 3/6/2023 18,600 13,987 14,456 Miami, FL Homewood Suites 4.02 % 3/1/2014 4/1/2023 16,677 12,582 13,000 New Orleans, LA Homewood Suites 4.36 % 7/17/2014 8/11/2024 27,000 21,370 21,981 Westford, MA Residence Inn 4.28 % 3/18/2015 4/11/2025 10,000 8,099 8,320 Denver, CO Hilton Garden Inn 4.46 % 9/1/2016 6/11/2025 34,118 28,659 29,415 Oceanside, CA Courtyard 4.28 % 9/1/2016 10/1/2025 13,655 12,095 12,318 Omaha, NE Hilton Garden Inn 4.28 % 9/1/2016 10/1/2025 22,681 20,090 20,460 Boise, ID Hampton 4.37 % 5/26/2016 6/11/2026 24,000 21,318 21,680 Burbank, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,564 21,522 22,098 San Diego, CA Courtyard 3.55 % 11/3/2016 12/1/2026 25,473 21,445 22,019 San Diego, CA Hampton 3.55 % 11/3/2016 12/1/2026 18,963 15,964 16,392 Burbank, CA SpringHill Suites 3.94 % 3/9/2018 4/1/2028 28,470 25,256 25,845 Santa Ana, CA Courtyard 3.94 % 3/9/2018 4/1/2028 15,530 13,777 14,098 Richmond, VA Courtyard 3.40 % 2/12/2020 3/11/2030 14,950 14,222 14,447 Richmond, VA Residence Inn 3.40 % 2/12/2020 3/11/2030 14,950 14,222 14,447 Portland, ME (3) Residence Inn 3.43 % 3/2/2020 3/1/2032 33,500 30,500 33,500 San Jose, CA Homewood Suites 4.22 % 12/22/2017 5/1/2038 30,000 25,456 26,303 $ 572,110 331,803 498,046 Unamortized fair value adjustment of 843 1,010 Unamortized debt issuance costs ( 1,231 ) ( 1,487 ) Total $ 331,415 $ 497,569 (1) Interest rates are the rates per the loan agreement. For loans assumed, the Company adjusted the interest rates per the loan agreement to market rates and is amortizing the adjustments to interest expense over the life of the loan. (2) On August 16, 2021, the Company acquired the fee interest in the land at the Seattle, Washington Residence Inn, previously held under a finance ground lease, for a purchase price of $ 80.0 million, consisting of a $ 24.0 million cash payment and a one-year note payable to the seller for $ 56.0 million. (3) Loan was amended effective March 1, 2022, in conjunction with a $ 3.0 million prepayment of loan principal. In addition, the maturity date of the loan was extended by two years to March 1, 2032 . (4) Loan was repaid in full on June 16, 2022. (5) Loans were repaid in full on June 30, 2022. (6) Loans were repaid in full on August 1, 2022. |