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Indebtedness
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Indebtedness
Note 7. Indebtedness
Our principal debt obligations at December 31, 2022 were: $5,700,000 aggregate outstanding principal amount of senior unsecured notes. We had no amounts outstanding under our revolving credit facility as of December 31, 2022.
Our revolving credit facility is governed by a credit agreement, or our credit agreement, with a syndicate of institutional lenders and has a maturity date of July 15, 2023. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. We are required to pay interest on borrowings under our revolving credit facility at the rate of LIBOR plus a premium, which was 250 basis points per annum, subject to a LIBOR floor of 0.50%, as of December 31, 2022. We also pay a facility fee, which was 30 basis points per annum at December 31, 2022, on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of December 31, 2022, the annual interest rate payable on borrowings under our revolving credit facility was 6.79%. The weighted average annual interest rate for borrowings under our revolving credit facility was 3.85%, 2.85% and 2.36% for the years ended December 31, 2022, 2021 and 2020, respectively.
We and our lenders amended our credit agreement governing the revolving credit facility in 2020. Among other things, the amendment waived all of the then existing financial covenants through the end of the then existing agreement term, or July 15, 2022. As a result of the amendment, among other things:
•we pledged certain equity interests of subsidiaries owning properties and provided first mortgage liens on 74 properties owned by the pledged subsidiaries;
•we had the ability to fund up to $250,000 of capital expenditures per year and up to $50,000 of certain other investments per year as defined in the credit agreement;
•we agreed to certain covenants and restrictions on distributions to common shareholders, share repurchases, incurring indebtedness, and acquiring real property (in each case subject to various exceptions);
•we agreed to maintain minimum liquidity of $125,000;
•we were generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions and debt refinancings to repay outstanding amounts under the credit agreement, and then to other debt maturities;
•in order to exercise the first six month extension option under the credit agreement, we would have needed to be in compliance with the financial covenants under the credit agreement calculated using pro forma projections as defined in the credit agreement for the quarter ending June 30, 2022, annualized, and have repaid or refinanced our $500,000 of 5.00% senior notes due in August 2022; and
•we were not able to utilize the feature in our credit agreement pursuant to which maximum aggregate borrowings may be increased to up to $2,300,000 on a combined basis in certain circumstances until we demonstrated compliance with certain covenants.
On April 14, 2022, we and the lenders further amended the credit agreement and exercised our first of two options to extend the maturity date of our revolving credit facility by six months to January 15, 2023. Pursuant to the amendment:
•we repaid $200,000 of the outstanding balance and reduced the size of the revolving credit facility from $1,000,000 to $800,000 as a result of the decrease in the size of the revolving credit facility and recognized a loss on early extinguishment of debt of $590 during the year ended December 31, 2022, which represented the write off of a portion of deferred financing fees;
•we became permitted to acquire up to an aggregate of $300,000 of real property through the waiver period, which was extended pursuant to the amendment to December 31, 2022;
•certain of the financial covenants in our credit agreement became tested and in full force and effect beginning with the quarter ended September 30, 2022 and were modified to lower the required fixed charge coverage ratio from 1.5x to 1.0x through December 31, 2022, increase the required leverage ratio limit from 60% to 70% and increase the minimum liquidity requirement from $125,000 to $150,000 (which amount is subject to an additional increase as noted below);
•we were able to fund through the waiver period, which ended on December 31, 2022, an aggregate of $100,000 of capital contributions requested by Sonesta for business activities and to acquire additional shares of common stock of TA to retain our pro rata ownership of 8.2% of TA, an increase from the previous aggregate limit of $50,000;
•the interest rate premium payable on borrowings under our revolving credit facility was increased from 235 basis points per annum to 250 basis points per annum, with the facility fee remaining unchanged at 30 basis points per annum on the total amount of lending commitments under the facility. The interest rate premiums and the facility fee continued to be subject to adjustment based upon changes to our credit ratings and, pursuant to the amendment, the interest rate premium will increase by an additional 25 basis points if we do not satisfy certain financial covenants; and
•we became required to maintain minimum liquidity of at least $150,000.
On October 4, 2022, we and the lenders further amended the credit agreement and exercised our remaining option to extend the maturity date of our revolving credit facility by six months to July 15, 2023. Pursuant to the amendment:
•we agreed to maintain minimum liquidity of $600,000 until we repay or refinance our $500,000 of 4.5% senior notes due in June 15, 2023 and maintain at least $150,000 of liquidity thereafter; and
•restrictions on paying common dividends and issuing secured debt previously agreed to during the existing waiver period were removed, subject to certain conditions.
As of December 31, 2022, we have met the conditions to exit the waiver period, and as a result, the restrictions on capital expenditures and other investments, including acquisitions, have expired.
Our revolving credit facility continues to be secured by 73 properties with an undepreciated book value of $1,562,869 as of December 31, 2022 to secure our obligations under the credit agreement.
Our credit agreement and our unsecured senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business manager. Our credit agreement and our unsecured senior notes indentures and their supplements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. We believe we were in compliance with the terms and conditions of our credit agreement and our unsecured senior notes indentures and their supplements as of December 31, 2022.
On June 15, 2022, we redeemed at par all of our outstanding 5.00% senior notes due 2022 for a redemption price equal to the principal amount of $500,000, plus accrued and unpaid interest. As a result of the redemption, we recorded a loss on early extinguishment of debt of $201 during the year ended December 31, 2022, which represented the unamortized discounts and issuance costs related to these notes.
We recorded a loss of $9,394, net of discounts and debt issuance costs on extinguishment of debt during the year ended December 31, 2020 as a result of our repayment of our then in place $400,000 term loan and certain unsecured senior notes.
All of our senior notes are prepayable at any time prior to their maturity date at par plus accrued interest plus a premium equal to a make whole amount, as defined, generally designed to preserve a stated yield to the noteholder. Interest on all of our senior notes is payable semi-annually in arrears.
None of our debt obligations require sinking fund payments prior to their maturity dates.
The required principal payments due during the next five years and thereafter under all our outstanding debt at December 31, 2022 were as follows:
2023$500,000 
20241,175,000 
20251,150,000 
2026800,000 
2027850,000 
Thereafter1,225,000 
 $5,700,000 
On February 10, 2023, our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Issuer, issued $610,200 in aggregate principal amount of net lease mortgage notes. The Issuer is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the special purpose entity are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliate of the special purpose entity. The terms of the notes are summarized as follows:
Note ClassAmountCoupon RateTerm (in years)Maturity
Class A$305,000 5.15%5February 2028
Class B173,000 5.55%5February 2028
Class C132,200 6.70%5February 2028
Total / weighted average$610,200 5.60%
The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50% and 0.25% of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed at par beginning in February 2026. The notes are non-recourse and are secured by 308 net lease retail properties with annual minimum rents of $65,273 owned by the Issuer with a gross book value of $754,841. The net proceeds from this transaction, after initial purchaser discounts and offering costs, were approximately $554,982 and will be used for the repayment of outstanding debt and general corporate purposes.
On February 6, 2023, we announced the early redemption of our outstanding 4.500% senior notes due 2023, for a redemption price equal to the principal amount of $500,000, plus accrued and unpaid interest to, but excluding the date of redemption. This redemption is expected to occur on or about March 8, 2023. We expect to fund this redemption with the proceeds from the net lease mortgage notes transaction described above.