Debt

9 Months Ended

Sep. 30, 2016

5. Debt

$965 Million Credit Facility

On May 18, 2015, the Company entered into an amendment and restatement of its unsecured $345 million credit facility, increasing the borrowing capacity to $965 million, reducing the annual interest rate and extending the maturity dates. The unsecured “$965 million credit facility” is comprised of (i) a $540 million revolving credit facility with an initial maturity date of May 18, 2019 (the “revolving credit facility”) and (ii) a $425 million term loan facility with a maturity date of May 18, 2020, consisting of three term loans, of which $212.5 million was funded on May 18, 2015, $110.0 million was funded on July 1, 2015, and $102.5 million was funded on August 14, 2015 (the “$425 million term loans”). Subject to certain conditions including covenant compliance and additional fees, the revolving credit facility maturity date may be extended one year and the amount of the total credit facility may be increased from $965 million to $1.25 billion. The Company may make voluntary prepayments in whole or in part, at any time. Interest payments on the $965 million credit facility are due monthly and the interest rate, subject to certain exceptions, is equal to an annual rate of the one-month LIBOR (the London Inter-Bank Offered Rate for a one-month term) plus a margin ranging from 1.50% to 2.30%, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. In conjunction with the $425 million term loans, the Company entered into two interest rate swap agreements, which effectively fix the interest rate on $322.5 million of the outstanding balance at approximately 3.10%, subject to adjustment based on the Company’s leverage ratio, through maturity. See Note 6 for more information on the interest rate swap agreements. The Company is also required to pay quarterly an unused facility fee at an annual rate of 0.20% or 0.30% on the unused portion of the revolving credit facility, based on the amount of borrowings outstanding during the quarter.

$150 Million Term Loan Facility

On April 8, 2016, the Company entered into an unsecured $150 million term loan facility with a syndicate of commercial banks (the “$150 million term loan facility”), consisting of a term loan of up to $50 million that will mature on April 8, 2021 (the “$50 million term loan”) and a term loan of up to $100 million that will mature on April 8, 2023 (the “$100 million term loan,” and collectively with the $50 million term loan, the “$150 million term loans”). The Company initially borrowed $50 million under the $150 million term loan facility on April 8, 2016 and borrowed the remaining $100 million on September 30, 2016. The credit agreement contains requirements and covenants similar to the Company’s $965 million credit facility. The Company may make voluntary prepayments in whole or in part, at any time, subject to certain conditions. Interest payments on the $150 million term loan facility are due monthly and the interest rate is equal to an annual rate of the one-month LIBOR plus a margin ranging from 1.45% to 2.20% for the $50 million term loan and 1.80% to 2.60% for the $100 million term loan, depending upon the Company’s leverage ratio, as calculated under the terms of the credit agreement. The Company also entered into two interest rate swap agreements which, beginning on September 30, 2016, effectively fix the interest rate on the $50 million term loan and $100 million term loan at 2.54% and 3.13%, respectively, subject to adjustment based on the Company’s leverage ratio, through maturity. See Note 6 for more information on the interest rate swap agreements. Proceeds from the $150 million term loan facility were used to pay down outstanding balances under the Company’s revolving credit facility with the intent to use the increased availability to repay scheduled mortgage debt maturities through the end of the first quarter of 2017.

As of September 30, 2016 and December 31, 2015, the details of the Company’s revolving credit facility, $425 million term loans and $150 million term loans were as set forth below. All dollar amounts are in thousands.

		As of September 30, 2016							As of December 31, 2015
	Maturity Date	Outstanding Balance			Interest Rate				Outstanding Balance			Interest Rate
Revolving credit facility (1)	5/18/2019	$	302,100			2.08	%	(2)	$	114,800			1.98	%	(2)

Term loans
$425 million term loans	5/18/2020		425,000			2.84	%	(3)		425,000			2.81	%	(3)
$50 million term loan	4/8/2021		50,000			2.54	%	(4)		0			-
$100 million term loan	4/8/2023		100,000			3.13	%	(4)		0			-
Total term loans at stated value			575,000							425,000
Unamortized debt issuance costs			(4,330	)						(3,556	)
Total term loans			570,670							421,444

Total revolving credit facility and term loans		$	872,770						$	536,244

(1) Unamortized debt issuance costs related to the revolving credit facility totaled approximately $3.1 million and $4.0 million as of September 30, 2016 and December 31, 2015, respectively, and are included in other assets, net in the Company’s consolidated balance sheets.
(2) Annual variable interest rate at the balance sheet date.
(3) Effective annual interest rate which includes the effect of interest rate swaps on $322.5 million of the outstanding loan balance, resulting in an annual fixed interest rate of approximately 3.10% on this portion of the debt, subject to adjustment based on the Company’s leverage ratio. See Note 6 for more information on the interest rate swap agreements. Remaining portion is variable rate debt.
(4) Annual fixed interest rate at the balance sheet date which includes the effect of an interest rate swap on the outstanding loan balance, subject to adjustment based on the Company’s leverage ratio. See Note 6 for more information on the interest rate swap agreements.

The credit agreements governing the $965 million credit facility and $150 million term loan facility contain mandatory prepayment requirements, customary affirmative covenants, negative covenants and events of default. The credit agreements require that the Company comply with various covenants, which include, among others, a minimum tangible net worth, maximum debt limits, minimum interest and fixed charge coverage ratios, limits on dividend payments and share repurchases and restrictions on certain investments. The Company was in compliance with the applicable covenants at September 30, 2016.

Mortgage Debt

As of September 30, 2016, the Company had approximately $474.3 million in outstanding property level debt secured by 34 properties, with maturity dates ranging from November 2016 to June 2026, stated interest rates ranging from 0% to 6.25% and effective interest rates ranging from 3.80% to 6.52%. The loans generally provide for monthly payments of principal and interest on an amortized basis. The loans are generally subject to 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, 2016 and December 31, 2015 for each of the Company’s debt obligations. All dollar amounts are in thousands.

Location	Brand	Interest Rate (1)				Loan Assumption or Origination Date	Maturity Date		Principal Assumed or Originated		Outstanding balance as of September 30, 2016			Outstanding balance as of December 31, 2015
Austin, TX	Homewood Suites		5.99	%		4/14/2009		(2)	$	7,556	$	0		$	6,255
Austin, TX	Hampton Inn		5.95	%		4/14/2009		(2)		7,553		0			6,247
Hilton Head, SC	Hilton Garden Inn		6.29	%		3/1/2014		(2)		5,557		0			5,226
Round Rock, TX	Hampton Inn		5.95	%		3/6/2009		(2)		4,175		0			3,457
Highlands Ranch, CO	Residence Inn		5.94	%		3/1/2014		(2)		10,494		0			10,118
Texarkana, TX	Hampton Inn & Suites		6.90	%		1/31/2011		(2)		4,954		0			4,578
Bristol, VA	Courtyard		6.59	%		11/7/2008		(2)		9,767		0			8,747
Oceanside, CA	Residence Inn		4.24	%	(3)	3/1/2014		(2)		15,662		0			15,090
Burbank, CA	Residence Inn		4.24	%	(3)	3/1/2014		(2)		23,493		0			22,635
Malvern/Philadelphia, PA	Courtyard		6.50	%		11/30/2010		(2)		7,894		0			6,912
Winston-Salem, NC	Courtyard		5.94	%		3/1/2014		(2)		7,458		0			7,220
Virginia Beach, VA	Courtyard		6.02	%		3/1/2014		(2)		13,931		0			13,399
Virginia Beach, VA	Courtyard		6.02	%		3/1/2014		(2)		16,813		0			16,172
Charlottesville, VA	Courtyard		6.02	%		3/1/2014		(2)		14,892		0			14,323
Carolina Beach, NC	Courtyard		6.02	%		3/1/2014		(2)		12,009		0			11,551
Savannah, GA	Hilton Garden Inn		5.87	%		3/1/2014		(4)		4,977		4,563			4,688
Scottsdale, AZ	Hilton Garden Inn		6.07	%		9/1/2016		(4)		9,668		9,651			0
Lewisville, TX (5)	Hilton Garden Inn		0.00	%		10/16/2008	12/31/2016			3,750		2,000			2,000
Greenville, SC	Residence Inn		6.03	%		3/1/2014	2/8/2017			6,012		5,722			5,810
Birmingham, AL	Homewood Suites		6.03	%		3/1/2014	2/8/2017			10,908		10,382			10,541
Jacksonville, FL	Homewood Suites		6.03	%		3/1/2014	2/8/2017			15,856		15,091			15,322
Irving, TX	Homewood Suites		5.83	%		12/29/2010	4/11/2017			6,052		5,120			5,260
Gainesville, FL	Homewood Suites		5.89	%		9/1/2016	5/8/2017			12,051		12,031			0
Duncanville, TX	Hilton Garden Inn		5.88	%		10/21/2008	5/11/2017			13,966		12,197			12,401
San Juan Capistrano, CA	Residence Inn		4.15	%		9/1/2016	6/1/2020			16,210		16,184			0
Colorado Springs, CO	Hampton Inn & Suites		6.25	%		9/1/2016	7/6/2021			7,923		7,914			0
Franklin, TN	Courtyard		6.25	%		9/1/2016	8/6/2021			14,679		14,662			0
Franklin, TN	Residence Inn		6.25	%		9/1/2016	8/6/2021			14,679		14,662			0
Grapevine, TX	Hilton Garden Inn		4.89	%		8/29/2012	9/1/2022			11,810		10,779			10,986
Collegeville/Philadelphia, PA	Courtyard		4.89	%		8/30/2012	9/1/2022			12,650		11,546			11,768
Hattiesburg, MS	Courtyard		5.00	%		3/1/2014	9/1/2022			5,732		5,393			5,495
Rancho Bernardo, CA	Courtyard		5.00	%		3/1/2014	9/1/2022			15,060		14,168			14,436
Kirkland, WA	Courtyard		5.00	%		3/1/2014	9/1/2022			12,145		11,425			11,642
Seattle, WA	Residence Inn		4.96	%		3/1/2014	9/1/2022			28,269		26,584			27,091
Anchorage, AK	Embassy Suites		4.97	%		9/13/2012	10/1/2022			23,230		21,272			21,675
Somerset, NJ	Courtyard		4.73	%		3/1/2014	10/6/2022			8,750		8,216			8,376
Tukwila, WA	Homewood Suites		4.73	%		3/1/2014	10/6/2022			9,431		8,854			9,028
Prattville, AL	Courtyard		4.12	%		3/1/2014	2/6/2023			6,596		6,167			6,296
Huntsville, AL	Homewood Suites		4.12	%		3/1/2014	2/6/2023			8,306		7,766			7,928
San Diego, CA	Residence Inn		3.97	%		3/1/2014	3/6/2023			18,600		17,374			17,741
Miami, FL	Homewood Suites		4.02	%		3/1/2014	4/1/2023			16,677		15,591			15,915
New Orleans, LA	Homewood Suites		4.36	%		7/17/2014	8/11/2024			27,000		25,738			26,204
Westford, MA	Residence Inn		4.28	%		3/18/2015	4/11/2025			10,000		9,684			9,854
Dallas, TX	Hilton		3.95	%		5/22/2015	6/1/2025			28,000		27,375			27,754
Syracuse, NY	Courtyard		4.75	%		10/16/2015	8/1/2024	(6)		11,199		10,970			11,158
Syracuse, NY	Residence Inn		4.75	%		10/16/2015	8/1/2024	(6)		11,199		10,970			11,158
Denver, CO	Hilton Garden Inn		4.46	%		9/1/2016	6/11/2025			34,118		34,055			0
Oceanside, CA	Courtyard		4.28	%		9/1/2016	10/1/2025			13,655		13,636			0
Omaha, NE	Hilton Garden Inn		4.28	%		9/1/2016	10/1/2025			22,682		22,649			0
Boise, ID	Hampton Inn & Suites		4.37	%		5/26/2016	6/11/2026			24,000		23,908			0
									$	658,048		474,299			462,457
Unamortized fair value adjustment of assumed debt												5,666			1,284
Unamortized debt issuance costs												(3,560	)		(1,882	)
Total											$	476,405		$	461,859

(1) Unless otherwise noted, these 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) Loans were repaid in full during the nine months ended September 30, 2016.

(3) The annual fixed interest rate gives effect to an interest rate swap agreement assumed by the Company with the mortgage debt.

(4) Loans were repaid in full on November 1, 2016.

(5) Unsecured loan.

(6) Outstanding principal balance is callable by lender or prepayable by the Company on August 1, 2019.

The aggregate amounts of principal payable under the Company’s total debt obligations (including mortgage debt, the revolving credit facility and term loans), for the five years subsequent to September 30, 2016 and thereafter are as follows (in thousands):

2016 (October - December)	$	49,871
2017		38,502
2018		9,785
2019		332,477
2020		449,788
Thereafter		470,976
		1,351,399
Unamortized fair value adjustment of assumed debt		5,666
Unamortized debt issuance costs related to term loans and mortgage debt		(7,890	)
Total	$	1,349,175

Upon completion of the merger on September 1, 2016, the Company assumed approximately $145.7 million in mortgage debt, prior to any fair value adjustments, secured by nine properties. This assumed mortgage debt had maturity dates ranging from February 2017 to October 2025 and stated interest rates ranging from 4.15% to 6.25%. A fair value premium adjustment totaling approximately $6.2 million was recorded upon the assumption of above market rate mortgages. The total fair value adjustment will be amortized as a reduction to interest expense over the remaining term of the respective mortgages using a method approximating the effective interest rate method. The effective interest rates on the applicable debt obligations ranged from 3.80% to 4.23% at the date of assumption. The Company incurred loan origination costs related to the assumption of the mortgage obligations totaling approximately $0.6 million. Such costs are amortized over the period to maturity of the applicable mortgage loan, as an addition to interest expense.