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Debt | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
Debt | Debt Debt consists of the following (in millions):
| As of December 31,
| 2024 |  | 2023
Series E senior notes, with a rate of 4% due June 2025 | $ | 500 |  |  | $ | 499 |
Series F senior notes, with a rate of 4 ½% due February 2026 | 399 |  |  | 399 |
Series G senior notes, with a rate of 3 ⅞% due April 2024 | — |  |  | 400 |
Series H senior notes, with a rate of 3 ⅜% due December 2029 | 644 |  |  | 643 |
Series I senior notes, with a rate of 3 ½% due September 2030 | 740 |  |  | 738 |
Series J senior notes, with a rate of 2.9% due December 2031 | 442 |  |  | 441 |
Series K senior notes, with a rate of 5.7% due July 2034 | 585 |  |  | — |
Series L senior notes, with a rate of 5.5% due April 2035 | 683 |  |  | — |
Total senior notes | 3,993 |  |  | 3,120 |
Credit facility revolver ⁽¹⁾ | (6) |  |  | (8) |
Credit facility term loan due January 2027 | 499 |  |  | 499 |
Credit facility term loan due January 2028 | 499 |  |  | 498 |
Mortgage and other debt, with an average interest rate of 4.67% at both December 31, 2024 and 2023, maturing through November 2027 | 98 |  |  | 100 |
Total debt | $ | 5,083 |  |  | $ | 4,209 |
_____________ (1)There were no outstanding credit facility borrowings at December 31, 2024 or 2023. Amount shown represents deferred financing costs related to the credit facility revolver. Senior Notes General. Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all our unsubordinated indebtedness and senior to all our subordinated obligations. The face amounts of our senior notes at December 31, 2024 and 2023 were $4.1 billion and $3.2 billion, respectively. The senior notes balances as of December 31, 2024 and 2023 are net of unamortized discounts and deferred financing costs of approximately $57 million and $30 million, respectively. We pay interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated in the table above. Under the terms of the senior notes indenture, our ability to incur indebtedness is subject to restrictions and the satisfaction of various conditions. As of December 31, 2024, we are in compliance with all of these covenants. On April 1, 2024, we repaid our $400 million 3⅞% Series G senior notes at maturity. On May 10, 2024, we issued $600 million of 5.700% Series K senior notes in an underwritten public offering for proceeds of $584 million, net of original issue discount, underwriting fees and expenses. The Series K senior notes are due in July 2034, and interest is payable semi-annually in arrears on January 1 and July 1, commencing January 1, 2025. The Series K senior notes were issued as a “green bond,” and we allocated an amount equal to the net proceeds from the sale of the Series K senior notes to finance and/or refinance one or more eligible green projects, including the April 2024 acquisition of the 1 Hotel Nashville and Embassy Suites by Nashville Downtown, each of which has received LEED Silver certification. Following the allocation to eligible green projects, the net proceeds of this issuance were used to repay all $215 million of borrowings that were outstanding under the revolver portion of our credit facility at that time. The Series K senior notes are not redeemable prior to 90 days before the July 1, 2034 maturity date, except at a price equal to 100% of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date. The Series K senior notes have covenants similar to all other series of our outstanding senior notes. On August 12, 2024, we issued $700 million of 5.500% Series L senior notes in an underwritten public offering for proceeds of approximately $683 million, net of original issue discount, underwriting fees and expenses. The Series L senior notes are due in April 2035 and interest is payable semi-annually in arrears on April 15 and October 15 of each year, commencing April 15, 2025. The net proceeds were used in part to repay all $525 million of borrowings then outstanding under the revolver portion of our credit facility, including amounts borrowed during the third quarter of 2024 in connection with the acquisitions of The Ritz-Carlton O’ahu, Turtle Bay and 1 Hotel Central Park. The Series L senior notes are not redeemable prior to 90 days before the April 15, 2035 maturity date, except at a price equal to 100% of their principal amount plus a make-whole premium and accrued and unpaid interest to the applicable redemption date. The Series L senior notes have covenants similar to all other series of our outstanding senior notes. Authorization for Repurchase of Senior Notes. In February 2023, Host Inc.’s Board of Directors authorized repurchases of up to $1 billion of senior notes (other than in accordance with their terms) through February 2026. No repurchases occurred in 2024 under this program. Credit Facility. On January 4, 2023, we entered into the sixth amended and restated senior revolving credit and term loan facility, with Bank of America, N.A., as administrative agent, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents, and certain other agents and lenders. The credit facility allows for revolving borrowings in an aggregate principal amount of up to $1.5 billion. The revolver also includes a foreign currency subfacility for Canadian dollars, Australian dollars, Euros, British pounds sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $500 million, subject to a lower amount in the case of Mexican peso borrowings. The credit facility also provides for a term loan facility of $1 billion (which is fully utilized), a subfacility of up to $100 million for swingline borrowings in currencies other than U.S. dollars and a subfacility of up to $100 million for issuances of letters of credit. Host L.P. also has the option to add in the future $500 million of commitments which may be used for additional revolving credit facility borrowings and/or term loans, subject to obtaining additional loan commitments (which we have not currently obtained) and the satisfaction of certain conditions. The revolving credit facility has an initial scheduled maturity date of January 4, 2027, which date may be extended by up to a year by the exercise of either a 1-year extension option or two 6-month extension options, each of which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties. One $500 million term loan tranche has an initial maturity date of January 4, 2027, which date may be extended up to a year by the exercise of one 1-year extension option, which is subject to certain conditions, including the payment of an extension fee; and the second $500 million term loan tranche has a maturity date of January 4, 2028, which date may not be extended. The amendment also converted the underlying reference rate from LIBOR to SOFR plus a credit spread adjustment of 10 basis points. We pay interest on U.S. dollar revolver borrowings under the credit facility at floating rates equal to SOFR (plus a credit spread adjustment of 10 basis points) plus a margin ranging from 72.5 to 140 basis points (depending on Host L.P.’s unsecured long-term debt rating). We also pay a facility fee on the total $1.5 billion revolver commitment ranging from 12.5 to 30 basis points, depending on our rating and regardless of usage. The credit facility includes a sustainability pricing adjustment that can result in a change in the interest rate applicable to borrowings. The adjustment can result in an increase or decrease of the interest rate for revolving loans of up to 4 basis points and an increase or decrease of the facility fee of up to 1 basis point. In the case of the term loans, the adjustment can result in an increase or decrease of the interest rate applicable of up to 5 basis points. The adjustments will be determined annually on the basis of an annual audited report of Host L.P.’s performance against targets established in the credit facility for (1) the percentage of our consolidated portfolio with green building certifications and (2) the percentage of electricity used at all our consolidated properties that is generated by renewable resources. Effective June 26, 2024, we achieved a milestone in the progress towards both of our targets, resulting in the maximum benefit of the basis point reduction in the interest rate on borrowings under the credit facility. Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2024, we are able to borrow on the revolver at a rate of adjusted SOFR plus 85 basis points less 4 basis points for meeting sustainability milestones for an all-in rate of 5.25% and pay a facility fee of 19 basis points. Interest on the term loans consists of floating rates equal to SOFR (plus a credit spread adjustment of 10 basis points) plus a margin ranging from 80 to 160 basis points (depending on Host L.P.’s unsecured long-term debt rating) and adjusted for sustainability pricing. Based on Host L.P.’s long-term debt rating as of December 31, 2024, our applicable margin on SOFR loans under both term loans is 95 basis points less 5 basis points for meeting sustainability milestones, for an all-in rate of 5.34%. We also may elect to pay interest on revolver and term loan borrowings using a base rate plus a margin that is similarly determined based on Host L.P.’s unsecured long-term debt rating. We utilized the revolver under the credit facility for various funding needs in 2024 with all borrowings repaid by year end. As of December 31, 2024, we have $1.5 billion of available capacity under the revolver portion of our credit facility. Financial Covenants. The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage (as defined in our credit facility). We are permitted to borrow and maintain amounts outstanding under the credit facility so long as our ratio of consolidated total debt to consolidated EBITDA (“leverage ratio”) is not in excess of 7.25x, our unsecured coverage ratio is not less than 1.75x and our fixed charge coverage ratio is not less than 1.25x. These calculations are performed based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as gains and losses on the extinguishment of debt, deferred financing costs related to the senior notes or the credit facility, and non-cash interest expense, all of which are or have been included in interest expense on our consolidated statements of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance. As of December 31, 2024, we are in compliance with all of these covenants. Guarantees. The credit facility requires all Host L.P. subsidiaries which guarantee Host L.P. debt to similarly guarantee obligations under the credit facility. Currently, there are no such guarantees. Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters. Certain covenants are less restrictive at any time that our leverage ratio is below 6.0x. At any time that our leverage ratio is below 6.0x, acquisitions, investments and dividends generally are permitted except where they would result in a breach of the financial covenants, calculated on a pro forma basis. Additionally, the credit facility’s restrictions on the incurrence of debt incorporate the same financial covenant as set forth in our senior notes indenture. Our senior notes and credit facility have cross default provisions that would trigger a default under those agreements if we were to have a payment default or an acceleration prior to maturity of other debt of Host L.P. or its subsidiaries. The amount of other debt in default needs to exceed certain thresholds in order to trigger a cross default and the thresholds are greater for secured debt than for unsecured debt. The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts due under the credit facility may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts owed under the credit facility will become due and payable and the lenders’ commitments will terminate. Mortgage Debt Our mortgage debt is recourse solely to specific assets, except for environmental liabilities, fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2024, we have mortgage debt secured by one asset, with an interest rate of 4.67%, which mortgage debt matures in November 2027. The loan is amortizing, with principal and interest payable monthly. As of December 31, 2024, we are in compliance with the covenants under our mortgage debt obligation. We made mortgage debt repayments of $2 million in each of 2024 and 2023. Aggregate Debt Maturities Aggregate debt maturities, including principal amortization, are as follows (in millions):
| As of December 31, 2024
2025 | $ | 502 |
2026 | 402 |
2027 | 592 |
2028 | 500 |
2029 | 650 |
Thereafter | 2,500 |
| 5,146 |
Deferred financing costs | (31) |
Unamortized discounts, net | (32) |
Total debt | $ | 5,083 |
Interest The following is a reconciliation between interest expense and cash interest paid (in millions):
| Year ended December 31,
| 2024 |  | 2023 |  | 2022
Interest expense | $ | 215 |  |  | $ | 191 |  |  | $ | 156 |
Amortization of debt premiums/discounts, net | (3) |  |  | (2) |  |  | (2) |
Amortization of deferred financing costs | (7) |  |  | (7) |  |  | (8) |
Non-cash losses on debt extinguishment | — |  |  | (1) |  |  | — |
Change in accrued interest | (33) |  |  | 2 |  |  | (4) |
Interest paid ⁽¹⁾ | $ | 172 |  |  | $ | 183 |  |  | $ | 142 |
___________ (1)Does not include capitalized interest of $10 million in each of 2024, 2023 and 2022.

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