Indebtedness, net

12 Months Ended

Dec. 31, 2024

Indebtedness, net consisted of the following (dollars in thousands):


Indebtedness	Collateral	Current Maturity	Final Maturity (15)	Interest Rate	December 31, 2024			December 31, 2023
					Debt Balance		Book Value of Collateral	Debt Balance		Book Value of Collateral






Mortgage loan (3)	Cameo Beverly Hills	August 2024	August 2024	SOFR (1) + 3.66%	$	—	—	$	30,000	71,196
Mortgage loan (4)	Hilton La Jolla Torrey Pines	August 2024	August 2024	9.00%	—		—	66,600		66,947
Mortgage loan (5)	The Ritz-Carlton Lake Tahoe	January 2025	January 2026	SOFR (1) + 3.60%	53,413		135,287	53,413		132,467
Mortgage loan (6)	Park Hyatt Beaver Creek Resort & Spa	February 2025	February 2027	SOFR (1) + 2.86%	70,500		144,707	70,500		140,966
Mortgage loan (7)	The Notary Hotel	June 2025	June 2025	SOFR (1) + 2.66%	293,180		354,893	293,180		378,335
	The Clancy
	Sofitel Chicago Magnificent Mile
	Marriott Seattle Waterfront
Mortgage loan (8)(9)	The Ritz-Carlton St. Thomas	August 2025	August 2026	SOFR (1) + 4.35%	—		—	42,500		114,224
Mortgage loan (9)(10)	Pier House Resort & Spa	September 2025	September 2026	SOFR (1) + 3.60%	—		—	80,000		81,806
Mortgage loan (11)	The Ritz-Carlton Reserve Dorado Beach	March 2026	March 2026	SOFR (1) + 4.75%	62,000		186,539	—		—
Convertible Senior Notes	Equity	June 2026	June 2026	4.50%	86,250		—	86,250		—
BAML Credit Facility (9)(12)	Bardessono Hotel & Spa	July 2026	July 2027	Base Rate (2) +1.25% to 2.00% or SOFR (1) + 2.35% to 3.10%	—		—	200,000		303,405
	Hotel Yountville
	The Ritz-Carlton Sarasota
Mortgage loan (9)	Bardessono Hotel & Spa	August 2026	August 2029	SOFR (1) + 3.24%	407,000		496,223	—		—
	Hotel Yountville
	The Ritz-Carlton Sarasota
	Pier House Resort & Spa
	The Ritz-Carlton St. Thomas
Mortgage loan (13)	Four Seasons Resort Scottsdale	December 2026	December 2028	SOFR (1) + 3.75%	140,000		255,631	140,000		261,737
Mortgage loan (14)	Capital Hilton	December 2026	December 2028	SOFR (1) + 3.75%	110,600		134,013	110,600		143,840
					1,222,943		1,707,293	1,173,043		1,694,923
Capitalized default interest and late charges, net					—			120
Deferred loan costs, net					(11,985)			(9,135)
Premiums/(discounts), net					(940)			(1,584)
Indebtedness, net					$	1,210,018		$	1,162,444

__________________

(1)SOFR rates were 4.33% and 5.35% at December 31, 2024 and December 31, 2023, respectively.

(2)Base Rate, as defined in the secured credit facility agreement, is the greater of (i) the prime rate set by Bank of America, (ii) federal funds rate + 0.50%, (iii) Term SOFR + 1.00%, or (iv) 1.00%.

(3)This mortgage loan had a SOFR floor of 1.50%. On April 9, 2024, we repaid this mortgage loan.

(4)On February 5, 2024, we amended this mortgage loan. Terms of the amendment included extending the maturity date by six months from February 2024 to August 2024, and converting the interest rate from a variable rate of SOFR + 1.70% to a fixed rate of 9.00%. This mortgage loan was secured by the Hilton La Jolla Torrey Pines. On July 17, 2024, we sold this property for $165.0 million and repaid the mortgage loan.

(5)On January 14, 2025, we amended this mortgage loan. Terms of the amendment included a $10.0 million principal pay-down, current maturity date extension to July 2025, interest rate reduction to SOFR + 3.25%, and one six-month extension option subject to satisfaction of certain conditions.

(6)This mortgage loan has three one-year extension options, subject to satisfaction of certain conditions, of which the second was exercised February 2025.

(7)This mortgage loan has five one-year extension options, subject to satisfaction of certain conditions, of which the fifth was exercised in June 2024.

(8)On January 29, 2024, we amended this mortgage loan. Terms of the amendment included extending the current maturity date one year to August 2025, and the variable rate increased from SOFR + 4.04% to SOFR 4.35%. This amended mortgage loan had one one-year extension option, subject to satisfaction of certain conditions. This mortgage loan had a SOFR floor of 4.00%.

(9)On August 7, 2024, we refinanced this mortgage loan and credit facility into a new $407.0 million mortgage loan. The new mortgage loan is interest only and bears interest at a rate of SOFR + 3.24%, has a two-year initial term, and has three one-year extension options, subject to satisfaction of certain conditions. Braemar holds a tranche of Commercial Mortgage-Backed Securities (“CMBS”), which is secured by the five hotel properties that serve as collateral for the new mortgage loan and has a par value of $42.2 million and a rate of SOFR + 5.20%. The CMBS is reported as “investment in securities” on the consolidated balance sheet.

(10)On January 3, 2024, we amended this mortgage loan. Terms of the amendment included extending the current maturity date one year to September 2025, and the variable rate increased from SOFR + 1.95% to SOFR + 3.60%. This mortgage loan had one one-year extension option, subject to satisfaction of certain conditions.

(11)On March 7, 2024, we entered into a new $62.0 million mortgage loan. The new mortgage loan is interest only and bears interest at a rate of SOFR + 4.75%.

(12)This secured credit facility has one one-year extension option, subject to satisfaction of certain conditions.

(13)This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 1.00%.

(14)This mortgage loan has two one-year extension options, subject to satisfaction of certain conditions. This mortgage loan has a SOFR floor of 2.00%.

(15)The final maturity date assumes all available extension options will be exercised.

On January 18, 2023, the Company repaid its $54.0 million mortgage loan secured by The Ritz-Carlton Reserve Dorado Beach, which resulted in a gain on extinguishment of debt of $2.3 million for the year ended December 31, 2023. The gain was primarily attributable to the premium that was recorded upon the assumption of the mortgage loan when the hotel was acquired.

Convertible Senior Notes

In May 2021, the Company issued $86.25 million aggregate principal amount of 4.50% Convertible Senior Notes due June 2026 (the “Convertible Senior Notes”). The net proceeds from this offering of the Convertible Senior Notes were approximately $82.8 million after deducting the underwriting fees and other expenses paid by the Company.

The Convertible Senior Notes are governed by an indenture between the Company and U.S. Bank National Association, as trustee. The Convertible Senior Notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2021. The Convertible Senior Notes will mature on June 1, 2026. For the years ended December 31, 2024, 2023 and 2022, the Company recorded coupon interest expense of $3.9 million, $3.9 million and $3.9 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, the Company recorded discount amortization of $621,000, $589,000 and $553,000 respectively, related to the initial purchase discount, with the remaining discount balance to be amortized through June 2026.

The Convertible Senior Notes are convertible at any time prior to the close of business on the business day immediately preceding the maturity date for cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the election of the Company, based on an initial conversion rate of 157.7909 shares of the Company’s common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $6.34 per share of common stock), subject to adjustment of the conversion rate under certain circumstances. As of December 31, 2024, the conversion rate is 182.1014 shares. In addition, following the occurrence of certain corporate events, if the Company provides notice of redemption or if it exercises its option to convert the Convertible Senior Notes, the Company will, in certain circumstances, increase the conversion rate for a holder that converts its Convertible Senior Notes in connection with such corporate event, such notice of redemption, or such issuer conversion option, as the case may be.

The Company may redeem the Convertible Senior Notes at the Company’s option, in whole or in part, on any business day on or after the date of issuance if the last reported sale price per share of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Senior Notes to be redeemed subject to certain adjustments, plus accrued and unpaid interest to, but excluding, the redemption date.

Maturities and scheduled amortization of indebtedness as of December 31, 2024, assuming no extension of existing extension options for each of the following five years and thereafter are as follows (in thousands):


2025	$	417,093
2026	805,850
2027	—
2028	—
2029	—
Thereafter	—
Total	$	1,222,943

If we violate covenants in any debt agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of the consolidated group. As of December 31, 2024, we were in compliance with all covenants.