Debt

6 Months Ended

Jun. 30, 2019

The following table sets forth information regarding the Company’s debt as of June 30, 2019 and December 31, 2018 (dollars in thousands):



			Principal Balance as of
Loan	Interest Rate	Maturity Date	June 30, 2019			December 31, 2018
Salt Lake City Marriott Downtown mortgage loan	4.25%	November 2020	$	54,301		$	55,032
Westin Washington D.C. City Center mortgage loan	3.99%	January 2023	61,650			62,734
The Lodge at Sonoma, a Renaissance Resort & Spa mortgage loan	3.96%	April 2023	27,354			27,633
Westin San Diego mortgage loan	3.94%	April 2023	62,622			63,385
Courtyard Manhattan / Midtown East mortgage loan	4.40%	August 2024	81,867			82,620
Renaissance Worthington mortgage loan	3.66%	May 2025	81,725			82,540
JW Marriott Denver at Cherry Creek mortgage loan	4.33%	July 2025	61,835			62,411
Boston Westin mortgage loan	4.36%	November 2025	192,605			194,466
New Market Tax Credit loan (1)	5.17%	December 2020	2,943			2,943
Unamortized debt issuance costs			(3,629		)	(4,017		)
Total mortgage and other debt, net of unamortized debt issuance costs			623,273			629,747

Unsecured term loan	LIBOR + 1.45% (2)	May 2021	100,000			100,000
Unsecured term loan	LIBOR + 1.45% (2)	April 2022	200,000			200,000
Unsecured term loan	LIBOR + 1.45% (3)	October 2023	50,000			50,000
Unamortized debt issuance costs			(1,514		)	(1,781		)
Unsecured term loans, net of unamortized debt issuance costs			348,486			348,219

Senior unsecured credit facility	LIBOR + 1.50% (4)	May 2020 (5)	105,000			—

Total debt, net of unamortized debt issuance costs			$	1,076,759		$	977,966
Weighted-Average Interest Rate	4.11%

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(1)	Assumed in connection with the acquisition of the Hotel Palomar Phoenix in March 2018.


(2)	The interest rate at June 30, 2019 was 3.89%. The loan was repaid on July 25, 2019 in connection with the refinancing described below.


(3)	The interest rate at June 30, 2019 was 3.86%. We entered into an interest rate swap agreement in January 2019 to fix LIBOR at 2.41% through October 2023.


(4)	The interest rate at June 30, 2019 was 3.91%.


(5)	The credit facility may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. On July 25, 2019, the credit facility was amended to increase capacity to $400 million and extend maturity to July 2023.

Mortgage and Other Debt

We have incurred limited recourse, property specific mortgage debt secured by certain of our hotels. In the event of default, the lender may only foreclose on the secured assets; however, in the event of fraud, misapplication of funds or other customary recourse provisions, the lender may seek payment from us. As of June 30, 2019, eight of our 31 hotels were secured by mortgage debt.

Our mortgage debt contains certain property specific covenants and restrictions, including minimum debt service coverage ratios that trigger “cash trap” provisions as well as restrictions on incurring additional debt without lender consent. As of June 30, 2019, we were in compliance with the financial covenants of our mortgage debt.

Senior Unsecured Credit Facility

As of June 30, 2019, we are party to a senior unsecured credit facility with a capacity up to $300 million. The maturity date is May 2020 and may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. The facility also includes an accordion feature to expand up to $600 million, subject to lender consent. The interest rate on the facility is based upon LIBOR, plus an applicable margin based upon the Company’s leverage ratio, as follows:



Leverage Ratio	Applicable Margin
Less than or equal to 35%	1.50	%
Greater than 35% but less than or equal to 45%	1.65	%
Greater than 45% but less than or equal to 50%	1.80	%
Greater than 50% but less than or equal to 55%	2.00	%
Greater than 55%	2.25	%

In addition to the interest payable on amounts outstanding under the facility, we were required to pay an amount equal to 0.20% of the unused portion of the facility if the average usage of the facility was greater than 50% or 0.30% of the unused portion of the facility if the average usage of the facility was less than or equal to 50%.

The facility also contains various corporate financial covenants. A summary of the most restrictive covenants is as follows:



		Actual at
	Covenant	June 30, 2019
Maximum leverage ratio (1)	60%	29.8%
Minimum fixed charge coverage ratio (2)	1.50x	4.06x
Minimum tangible net worth (3)	$1.98 billion	$2.78 billion
Secured recourse indebtedness	Less than 45% of Total Asset Value	18.4%

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(1)	Leverage ratio is net indebtedness, as defined in the credit agreement, divided by total asset value, defined in the credit agreement as the value of our owned hotels based on hotel net operating income divided by a defined capitalization rate.


(2)	Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the credit agreement as EBITDA less FF&E reserves, for the most recently ending 12 months, to fixed charges, which is defined in the credit agreement as interest expense, all regularly scheduled principal payments and payments on capitalized lease obligations, for the same most recently ending 12-month period.


(3)	Tangible net worth, as defined in the credit agreement, is (i) total gross book value of all assets, exclusive of depreciation and amortization, less intangible assets, total indebtedness, and all other liabilities, plus (ii) 75% of net proceeds from future equity issuances.

As of June 30, 2019, we had $105.0 million in borrowings outstanding under the facility and the Company's leverage ratio was 29.8%. Accordingly, interest on our borrowings under the facility will be based on LIBOR plus 150 basis points for the following quarter. We incurred interest and unused credit facility fees on the facility of $1.0 million and $0.3 million for the three months ended June 30, 2019 and 2018, respectively. We incurred interest and unused credit facility fees on the facility of $1.7 million and $0.7 million for the six months ended June 30, 2019 and 2018, respectively. Subsequent to June 30, 2019, we borrowed $20.0 million under the facility. In connection with the refinancing of the facility on July 25, 2019 described below, we repaid $50 million of borrowings under the facility.

Unsecured Term Loans

As of June 30, 2019, we are party to three five-year unsecured term loans. The financial covenants of the three term loans are consistent with the covenants on our senior unsecured credit facility, which are described above. The interest rate on each of the term loans is based on a pricing grid ranging from 140 to 220 basis points over LIBOR, based on the Company's leverage ratio, as follows:



	Applicable Margins
Leverage Ratio	$100 Million and $200 Million Term Loans		$50 Million Term Loan
Less than or equal to 25%	1.45	%	1.40	%
Greater than 25% but less than or equal to 35%	1.45	%	1.45	%
Greater than 35% but less than or equal to 45%	1.60	%	1.55	%
Greater than 45% but less than or equal to 50%	1.75	%	1.75	%
Greater than 50% but less than or equal to 55%	1.95	%	1.95	%
Greater than 55%	2.20	%	2.20	%

As of June 30, 2019, the Company's leverage ratio was 29.8%. Accordingly, interest on our borrowings under the term loans will be based on LIBOR plus 145 basis points for the following quarter. In January 2019, we entered into an interest rate swap agreement to fix LIBOR at 2.41% through October 2023 for the $50 million unsecured term loan. We incurred interest on the term loans of $3.5 million and $2.6 million for the three months ended June 30, 2019 and 2018, respectively. We incurred interest on the term loans of $6.9 million and $5.0 million for the six months ended June 30, 2019 and 2018, respectively.

Subsequent Events

On July 25, 2019, we entered into a Fifth Amended and Restated Credit Agreement (the "Credit Agreement"). The Credit Agreement amended and restated the senior unsecured credit facility (the "Revolving Credit Facility") to increase the capacity from $300 million to $400 million, decrease the pricing and extend the maturity date to July 2023. The maturity date may be extended for an additional year upon the payment of applicable fees and the satisfaction of certain customary conditions. The interest rate on the Revolving Credit Facility is based on a pricing grid ranging from 140 to 205 basis points over LIBOR, based on the Company's leverage ratio. The Credit Agreement also provides a new five-year, $350 million unsecured term loan (the "Term Loan Facility"). In connection with the Term Loan Facility, we repaid the existing $100 million and $200 million term loans. The interest rate on the Term Loan Facility is based on a pricing grid ranging from 135 to 200 basis points over LIBOR, based on the Company's leverage ratio. The Credit Agreement includes the right to increase the Revolving Credit Facility and Term Loan Facility in aggregate up to $1.2 billion, subject to lender approval. In connection with this transaction, we also amended our $50 million term loan to align the pricing grid and certain other terms with the Credit Agreement. We entered into an interest rate swap agreement on July 25, 2019 to fix LIBOR at 1.70% through July 2024 for $175 million of the Term Loan Facility.