FORM 10-K |
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
PEBBLEBROOK HOTEL TRUST | ||
(Exact Name of Registrant as Specified in Its Charter) | ||
Maryland | 27-1055421 | |
(State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
7315 Wisconsin Avenue, 1100 West Bethesda, Maryland | 20814 | |
(Address of Principal Executive Offices) | (Zip Code) |
(240) 507-1300 (Registrant’s telephone number, including area code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Shares of Beneficial Interest, $0.01 par value per share | New York Stock Exchange | |
6.50% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share | New York Stock Exchange | |
6.375% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, $0.01 par value per share | New York Stock Exchange |
Large accelerated filer | ☑ | Accelerated filer | ¨ | |
Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting company | ¨ | |
Emerging growth company | ¨ | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Pebblebrook Hotel Trust TABLE OF CONTENTS | ||
Item No. | Page | |
PART I | ||
1. | ||
1A. | ||
1B. | ||
2. | ||
3. | ||
4. | ||
PART II | ||
5. | ||
6. | ||
7. | ||
7A. | ||
8. | ||
9. | ||
9A. | ||
9B. | ||
PART III | ||
10. | ||
11. | ||
12. | ||
13. | ||
14. | ||
PART IV | ||
15. |
• | risks associated with the hotel industry, including competition, changes in visa and other travel policies by the U.S. government making it less convenient, more difficult or less desirable for international travelers to enter the U.S., increases in employment costs, energy costs and other operating costs, or decreases in demand caused by events beyond our control including, without limitation, actual or threatened terrorist attacks, natural disasters, cyber-attacks, any type of flu or disease-related pandemic, or downturns in general and local economic conditions; |
• | the availability and terms of financing and capital and the general volatility of securities markets; |
• | our dependence on third-party managers of our hotels, including our inability to implement strategic business decisions directly; |
• | risks associated with the global economy and real estate industry, including environmental contamination and costs of complying with the Americans with Disabilities Act and similar laws; |
• | interest rate increases; |
• | our possible failure to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), and the risk of changes in laws affecting REITs; |
• | the timing and availability of potential hotel acquisitions, our ability to identify and complete hotel acquisitions and our ability to complete hotel dispositions in accordance with our business strategy; |
• | the possibility of uninsured losses; |
• | risks associated with redevelopment and repositioning projects, including delays and cost overruns; and |
• | the other factors discussed under the heading "Risk Factors" in this Annual Report on Form 10-K. |
• | premier locations, facilities and other competitive advantages not easily replicated; |
• | high barriers-to-entry in the market, such as scarcity of development sites, regulatory hurdles, high per-room development costs and long lead times for new development; |
• | acquisition prices at a discount to replacement cost; |
• | properties not subject to long-term management contracts with hotel management companies; |
• | potential return on investment initiatives, including redevelopment, rebranding, redesign, expansion and change of management; |
• | opportunities to implement value-added operational improvements; and |
• | strong demand growth characteristics supported by favorable demographic indicators. |
• | competition from other hotel properties and non-hotel properties that provide nightly and short-term rentals in our markets; |
• | over-building of hotels in our markets, which could adversely affect occupancy and revenues at our hotel properties; |
• | dependence on business and commercial travelers, conventions and tourism; |
• | increases in energy costs, government taxes and fees, and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists; |
• | increases in operating costs due to inflation and other factors that may not be offset by increased room rates; |
• | changes in interest rates and in the availability, cost and terms of debt financing; |
• | changes in governmental laws and regulations (including minimum wage increases), fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; |
• | adverse effects of international, national, regional and local economic and market conditions; |
• | unforeseen events beyond our control, such as terrorist attacks, cyber-attacks, travel related health concerns including pandemics and epidemics such as H1N1 influenza (swine flu), avian bird flu, Zika virus and SARS, political instability, regional hostilities, imposition of taxes or surcharges by regulatory authorities, travel related accidents and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes; |
• | strength of the U.S. dollar which may reduce in-bound international travel and encourage out-bound international travel; |
• | adverse effects of a downturn in the lodging industry; and |
• | risks generally associated with the ownership of hotel properties and real estate, as we discuss in more detail below. |
• | possible environmental problems; |
• | construction cost overruns and delays; |
• | the possibility that revenues will be reduced while rooms or restaurants are out of service due to capital improvement projects; |
• | a possible shortage of available cash to fund capital improvements and the related possibility that financing for these capital improvements may not be available to us on attractive terms; and |
• | uncertainties as to market demand or a loss of market demand after capital improvements have begun. |
• | construction delays or cost overruns that may increase project costs; |
• | the receipt of zoning, occupancy and other required governmental permits and authorizations; |
• | development costs incurred for projects that are not pursued to completion; |
• | acts of God such as earthquakes, hurricanes, floods or fires that could adversely impact a project; |
• | the negative impact of construction on operating performance during and soon after the construction period; |
• | the ability to raise capital; and |
• | governmental restrictions on the nature or size of a project. |
• | adverse changes in international, national, regional and local economic and market conditions; |
• | changes in interest rates and in the availability, cost and terms of debt financing; |
• | changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances; |
• | the ongoing need for capital improvements, particularly in older structures; |
• | changes in operating expenses; and |
• | civil unrest, acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured losses, and acts of war or terrorism. |
• | our lack of knowledge of the contamination; |
• | the timing of the contamination; |
• | the cause of the contamination; or |
• | the party responsible for the contamination of the property. |
• | “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested shareholder” (defined generally as any person who beneficially owns 10 percent or more of the voting power of our shares) or an affiliate of any interested shareholder for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter imposes special appraisal rights and special shareholder voting requirements on these combinations; and |
• | “control share” provisions that provide that our “control shares” (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares. |
• | actual receipt of an improper benefit or profit in money, property or services; or |
• | active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. |
• | 85 percent of our REIT ordinary income for that year; |
• | 95 percent of our REIT capital gain net income for that year; and |
• | any undistributed REIT taxable income from prior years. |
Property | Date Acquired | Location | Number of Guest Rooms | ||||||
1. | Sir Francis Drake | June 22, 2010 | San Francisco, CA | 416 | |||||
2. | InterContinental Buckhead Atlanta | July 1, 2010 | Buckhead, GA | 422 | |||||
3. | Hotel Monaco Washington DC | (1) | September 9, 2010 | Washington, D.C. | 183 | ||||
4. | The Grand Hotel Minneapolis | September 29, 2010 | Minneapolis, MN | 140 | |||||
5. | Skamania Lodge | November 3, 2010 | Stevenson, WA | 258 | |||||
6. | Le Meridien Delfina Santa Monica | November 19, 2010 | Santa Monica, CA | 310 | |||||
7. | Sofitel Philadelphia | December 3, 2010 | Philadelphia, PA | 306 | |||||
8. | Argonaut Hotel | (1) | February 16, 2011 | San Francisco, CA | 252 | ||||
9. | The Westin San Diego Gaslamp Quarter | (2) | April 6, 2011 | San Diego, CA | 450 | ||||
10. | Hotel Monaco Seattle | April 7, 2011 | Seattle, WA | 189 | |||||
11. | Mondrian Los Angeles | May 3, 2011 | West Hollywood, CA | 236 | |||||
12. | W Boston | June 8, 2011 | Boston, MA | 238 | |||||
13. | Hotel Zetta San Francisco | April 4, 2012 | San Francisco, CA | 116 | |||||
14. | Hotel Vintage Seattle | July 9, 2012 | Seattle, WA | 125 | |||||
15. | Hotel Vintage Portland | July 9, 2012 | Portland, OR | 117 | |||||
16. | W Los Angeles - West Beverly Hills | August 23, 2012 | Los Angeles, CA | 297 | |||||
17. | Hotel Zelos San Francisco | (3) | October 25, 2012 | San Francisco, CA | 202 | ||||
18. | Embassy Suites San Diego Bay - Downtown | January 29, 2013 | San Diego, CA | 341 | |||||
19. | Hotel Modera | August 28, 2013 | Portland, OR | 174 | |||||
20. | Hotel Zephyr Fisherman's Wharf | (1) | December 9, 2013 | San Francisco, CA | 361 | ||||
21. | Hotel Zeppelin San Francisco (formerly Prescott Hotel) | (3) | May 22, 2014 | San Francisco, CA | 196 | ||||
22. | The Nines, a Luxury Collection Hotel, Portland | July 17, 2014 | Portland, OR | 331 | |||||
23. | Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel (formerly The Westin Colonnade Coral Gables) | November 12, 2014 | Miami, FL | 157 | |||||
24. | Hotel Palomar Los Angeles Beverly Hills | (1) | November 20, 2014 | Los Angeles, CA | 264 | ||||
25. | Union Station Hotel Nashville, Autograph Collection | (1) | December 10, 2014 | Nashville, TN | 125 | ||||
26. | Revere Hotel Boston Common | December 18, 2014 | Boston, MA | 356 | |||||
27. | LaPlaya Beach Resort and LaPlaya Beach Club | May 21, 2015 | Naples, FL | 189 | |||||
28. | Hotel Zoe San Francisco (formerly The Tuscan Fisherman's Wharf) | June 11, 2015 | San Francisco, CA | 221 | |||||
Total number of guest rooms | 6,972 | ||||||||
(1) This property is subject to a long-term ground lease. | |||||||||
(2) This property is subject to mortgage debt at December 31, 2017. | |||||||||
(3) This property is subject to a long-term hotel lease. |
• | Base Management Fees. Our management agreements generally provide for the payment of base management fees between 2% and 4% of the applicable hotel's revenues, as determined in the agreements. |
• | Incentive Management and Other Fees. Some of our management agreements provide for the payment of incentive management fees. Generally, incentive management fees are 10% to 20% of net operating income above a specified return on project costs or as a percentage of net operating income above various net operating income thresholds. Some of our management agreements provide for an incentive fee of the lesser of 1% of revenues or the amount by which net operating income exceeds a threshold. Two of our management agreements have a maximum incentive fee of 2.5% of revenue. |
• | Terms. The terms of our management agreements range from 5 years to 21 years not including renewals, and 5 years to 52 years including renewals. |
• | Ability to Terminate. Many of our management agreements are terminable at will by us upon payment of a termination fee and some are terminable upon sale of the property. Most of the agreements also provide us the ability to terminate based on failure to achieve defined operating performance thresholds. Termination fees range from zero to up to five times the annual base management and incentive management fees, depending on the agreement and the reason for termination. |
• | Operational Services. Each manager has exclusive authority to supervise, direct and control the day-to-day hotel operation and management including establishing all room rates, processing reservations, procuring inventories, supplies and services, hiring and firing employees and independent contractors and preparing public relations, publicity and marketing plans for the hotel. |
• | Executive Supervision and Management Services. Each manager supervises all managerial and other hotel employees, reviews hotel operation and maintenance, prepares reports, budgets and projections, and provides other administrative and accounting support services for the hotel. Under certain management agreements, we have approval rights over certain key management personnel at the hotel. |
• | Chain Services. Our management agreements with major hotel franchisors require the managers to furnish chain services that are generally made available to other hotels managed by such operators. Such services may, for example, include: the development and operation of computer systems and reservation services; management and administrative services; marketing and sales services; human resources training services; and additional services as may from time to time be more efficiently performed on a national, regional or group level. |
• | Working Capital. Our management agreements typically require us to maintain working capital for a hotel and to fund the cost of supplies such as linens and other similar items. We are also responsible for providing funds to meet the cash needs for the hotel operations if at any time the funds available from the hotel operations are insufficient to meet the financial requirements of the hotel. |
• | Furniture, Fixtures and Equipment Replacements. We are required to invest in the hotels and to provide all the necessary furniture, fixtures and equipment for the operation of the hotels (including funding any required furniture, fixture and equipment replacements). Our management agreements generally provide that once a year the managers will prepare a list of furniture, fixtures and equipment to be acquired and certain routine capital repairs to be performed in the following year and an estimate of funds that are necessary for our review and approval. To fund the furniture, fixtures and equipment replacements, a specified percentage of the gross revenues of each hotel (typically 4.0%) is either deposited by the manager in an escrow account or held by us, as owner. |
• | Building Alterations, Improvements and Renewals. Our management agreements generally require the managers to prepare an annual estimate of the expenditures necessary for major capital repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and vertical transportation elements of the hotels. In addition to the foregoing, the management agreements generally provide that the managers may propose such changes, alterations and improvements to the hotels as are required by reason of laws or regulations or, in the manager's reasonable judgment, to keep the hotels in a safe, competitive and efficient operating condition. |
• | Sale of a Hotel. Certain of our management agreements limit our ability to sell, lease or otherwise transfer a hotel, unless the transferee assumes the related management agreement and meets other specified conditions. |
Property | Expiration Date | |
Le Meridien Delfina Santa Monica | September 2033 | |
Embassy Suites San Diego Bay - Downtown | January 2028 | |
The Nines, a Luxury Collection Hotel, Portland | October 2033 | |
Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel (formerly The Westin Colonnade Coral Gables) | September 2036 | |
Union Station Hotel Nashville, Autograph Collection | January 2032 |
2017 | 2016 | ||||||||||||||||||||||
High | Low | Dividend | High | Low | Dividend | ||||||||||||||||||
First Quarter | $ | 31.50 | $ | 27.06 | $ | 0.38 | $ | 29.07 | $ | 21.99 | $ | 0.38 | |||||||||||
Second Quarter | $ | 33.53 | $ | 28.73 | $ | 0.38 | $ | 28.79 | $ | 23.77 | $ | 0.38 | |||||||||||
Third Quarter | $ | 36.14 | $ | 31.58 | $ | 0.38 | $ | 31.19 | $ | 25.83 | $ | 0.38 | |||||||||||
Fourth Quarter | $ | 38.89 | $ | 35.00 | $ | 0.38 | $ | 31.38 | $ | 23.79 | $ | 0.38 |
Name | Value of Initial Investment at December 31, 2012 | Value of Investment at December 31, 2013 | Value of Investment at December 31, 2014 | Value of Investment at December 31, 2015 | Value of Investment at December 31, 2016 | Value of Investment at December 31, 2017 | |||||||||||||||||
Pebblebrook Hotel Trust | $ | 100.00 | $ | 136.26 | $ | 207.04 | $ | 131.45 | $ | 147.57 | $ | 192.91 | |||||||||||
Russell 2000 Index | $ | 100.00 | $ | 138.82 | $ | 145.62 | $ | 139.19 | $ | 168.81 | $ | 193.50 | |||||||||||
FTSE NAREIT Equity Index | $ | 100.00 | $ | 102.86 | $ | 131.69 | $ | 135.41 | $ | 147.42 | $ | 160.20 |
2017 | 2016 | 2015 | ||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||
Common Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | 1.3611 | 95.41 | % | $ | 1.3794 | 95.14 | % | $ | 1.1715 | 98.21 | % | ||||||||
Qualified dividend | 0.0256 | 1.79 | % | 0.0704 | 4.86 | % | 0.0213 | 1.79 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | 0.0399 | 2.80 | % | — | — | % | — | — | % | |||||||||||
Total | $ | 1.4266 | 100.00 | % | $ | 1.4498 | 100.00 | % | $ | 1.1928 | 100.00 | % | ||||||||
Series A Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | — | — | % | $ | 0.2914 | 95.14 | % | $ | 1.9336 | 98.21 | % | ||||||||
Qualified dividend | — | — | % | 0.0149 | 4.86 | % | 0.0352 | 1.79 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | — | — | % | $ | 0.3063 | 100.00 | % | $ | 1.9688 | 100.00 | % | ||||||||
Series B Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | — | — | % | $ | 1.3109 | 95.14 | % | $ | 1.9643 | 98.21 | % | ||||||||
Qualified dividend | — | — | % | 0.0669 | 4.86 | % | 0.0357 | 1.79 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | — | — | % | $ | 1.3778 | 100.00 | % | $ | 2.0000 | 100.00 | % | ||||||||
Series C Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | 1.1969 | 98.20 | % | $ | 1.5461 | 95.14 | % | $ | 1.5960 | 98.22 | % | ||||||||
Qualified dividend | 0.0219 | 1.80 | % | 0.0789 | 4.86 | % | 0.0290 | 1.78 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | 1.2188 | 100.00 | % | $ | 1.6250 | 100.00 | % | $ | 1.6250 | 100.00 | % | ||||||||
Series D Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | 1.1739 | 98.21 | % | $ | 0.9099 | 95.15 | % | $ | — | — | % | ||||||||
Qualified dividend | 0.0214 | 1.79 | % | 0.0464 | 4.85 | % | — | — | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | 1.1953 | 100.00 | % | $ | 0.9563 | 100.00 | % | $ | — | — | % | ||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | ||||||
Equity compensation plans approved by security holders | — | — | 1,283,493 | ||||||
Equity compensation plans not approved by security holders | — | — | — | ||||||
Total | — | — | 1,283,493 |
Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||
October 1, 2017 - October 31, 2017 | — | $ | — | — | $ | — | ||||||||
November 1, 2017 - November 30, 2017 | — | $ | — | — | $ | — | ||||||||
December 1, 2017 - December 31, 2017 | — | $ | — | — | $ | — | ||||||||
Total | — | $ | — | — | $ | 56,600,000 |
For the year ended December 31, | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
(In thousands, except share and per-share data) | ||||||||||||||||||||
Revenues: | ||||||||||||||||||||
Room | $ | 532,288 | $ | 568,867 | $ | 526,573 | $ | 410,600 | $ | 321,630 | ||||||||||
Food and beverage | 182,737 | 191,857 | 190,852 | 148,114 | 136,531 | |||||||||||||||
Other operating | 54,292 | 55,697 | 53,439 | 40,062 | 31,056 | |||||||||||||||
Total revenues | 769,317 | 816,421 | 770,864 | 598,776 | 489,217 | |||||||||||||||
Expenses: | ||||||||||||||||||||
Hotel operating expenses: | ||||||||||||||||||||
Room | 134,068 | 137,312 | 124,090 | 102,709 | 83,390 | |||||||||||||||
Food and beverage | 123,213 | 126,957 | 128,816 | 104,843 | 100,244 | |||||||||||||||
Other direct and indirect | 210,692 | 219,655 | 215,169 | 166,435 | 140,564 | |||||||||||||||
Total hotel operating expenses | 467,973 | 483,924 | 468,075 | 373,987 | 324,198 | |||||||||||||||
Depreciation and amortization | 102,290 | 102,439 | 95,872 | 68,324 | 55,570 | |||||||||||||||
Real estate taxes, personal property taxes, property insurance and ground rent | 48,500 | 50,488 | 46,947 | 36,878 | 31,052 | |||||||||||||||
General and administrative | 24,048 | 28,105 | 32,335 | 28,322 | 20,542 | |||||||||||||||
Impairment and other losses | 6,003 | 12,148 | — | — | — | |||||||||||||||
Total operating expenses | 648,814 | 677,104 | 643,229 | 507,511 | 431,362 | |||||||||||||||
Operating income (loss) | 120,503 | 139,317 | 127,635 | 91,265 | 57,855 | |||||||||||||||
Interest income | 97 | 1,995 | 2,511 | 2,529 | 2,620 | |||||||||||||||
Interest expense | (37,299 | ) | (43,615 | ) | (38,774 | ) | (27,065 | ) | (23,680 | ) | ||||||||||
Other | 2,265 | 283 | — | — | — | |||||||||||||||
Gain on sale of hotel properties | 14,877 | 40,690 | — | — | — | |||||||||||||||
Equity in earnings (loss) of joint venture | — | (64,842 | ) | 6,213 | 10,065 | 7,623 | ||||||||||||||
Income (loss) before income taxes | 100,443 | 73,828 | 97,585 | 76,794 | 44,418 | |||||||||||||||
Income tax (expense) benefit | (181 | ) | 134 | (2,590 | ) | (3,251 | ) | (1,226 | ) | |||||||||||
Net income (loss) | 100,262 | 73,962 | 94,995 | 73,543 | 43,192 | |||||||||||||||
Net income (loss) attributable to non-controlling interests | 374 | 258 | 327 | 677 | 274 | |||||||||||||||
Net income (loss) attributable to the Company | 99,888 | 73,704 | 94,668 | 72,866 | 42,918 | |||||||||||||||
Distributions to preferred shareholders | (16,094 | ) | (19,662 | ) | (25,950 | ) | (25,079 | ) | (22,953 | ) | ||||||||||
Issuance costs of redeemed preferred shares | — | (7,090 | ) | — | — | — | ||||||||||||||
Net income (loss) attributable to common shareholders | $ | 83,794 | $ | 46,952 | $ | 68,718 | $ | 47,787 | $ | 19,965 | ||||||||||
Net income (loss) per share available to common shareholders, basic | $ | 1.20 | $ | 0.65 | $ | 0.95 | $ | 0.72 | $ | 0.32 | ||||||||||
Net income (loss) per share available to common shareholders, diluted | $ | 1.19 | $ | 0.64 | $ | 0.94 | $ | 0.71 | $ | 0.32 | ||||||||||
Weighted-average number of common shares, basic | 69,591,973 | 71,901,499 | 71,715,870 | 65,646,712 | 61,498,389 | |||||||||||||||
Weighted-average number of common shares, diluted | 69,984,837 | 72,373,242 | 72,384,289 | 66,264,118 | 61,836,741 |
As of December 31, | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
(In thousands) | ||||||||||||||||||||
Balance Sheet Data: | ||||||||||||||||||||
Investment in hotel properties, net | $ | 2,456,450 | $ | 2,672,654 | $ | 2,673,584 | $ | 2,343,690 | $ | 1,717,611 | ||||||||||
Cash and cash equivalents | 25,410 | 33,410 | 26,345 | 52,883 | 55,136 | |||||||||||||||
Total assets | 2,590,868 | 2,809,259 | 3,058,471 | 2,767,186 | 2,114,031 | |||||||||||||||
Unsecured revolving credit facilities | 45,000 | 82,000 | 165,000 | 50,000 | — | |||||||||||||||
Term loans, net of unamortized deferred financing costs | 670,406 | 671,793 | 521,883 | 298,342 | 99,430 | |||||||||||||||
Senior unsecured notes, net of unamortized deferred financing costs | 99,374 | 99,460 | 99,392 | — | — | |||||||||||||||
Mortgage debt, net of unamortized loan premiums and deferred financings costs | 70,457 | 142,998 | 319,320 | 492,347 | 451,917 | |||||||||||||||
Total shareholders' equity | 1,498,901 | 1,605,684 | 1,758,389 | 1,781,091 | 1,473,339 |
For the year ended December 31, | ||||||||
2017 | 2016 | |||||||
Same-Property Occupancy | 84.4 | % | 85.5 | % | ||||
Same-Property ADR | $ | 245.73 | $ | 248.10 | ||||
Same-Property RevPAR | $ | 207.33 | $ | 212.01 |
Non-comparable property for the | ||||||||
Property | Location | Acquisition/Disposition Date | Years Ended 2017 and 2016 | Years Ended 2016 and 2015 | ||||
LaPlaya Beach Resort and LaPlaya Beach Club | Naples, FL | May 21, 2015 | X | |||||
Hotel Zoe San Francisco (formerly The Tuscan Fisherman's Wharf) | San Francisco, CA | June 11, 2015 | X | |||||
Viceroy Miami | Miami, FL | June 1, 2016 | X | X | ||||
The Redbury Hollywood | Hollywood, CA | June 1, 2016 | X | X | ||||
Manhattan NYC | (1) | New York, NY | October 19, 2016 | X | X | |||
Dumont NYC | (2) | New York, NY | October 19, 2016 | X | X | |||
DoubleTree by Hilton Hotel Bethesda -Washington DC | Bethesda, Maryland | November 2, 2016 | X | X | ||||
(1) We obtained full ownership of this property as a result of the joint venture redemption transaction on October 19, 2016 and subsequently sold this property on December 20, 2016. | ||||||||
(2) We obtained full ownership of this property as a result of the joint venture redemption transaction on October 19, 2016 and subsequently sold this property on June 20, 2017. |
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Net income (loss) | $ | 100,262 | $ | 73,962 | $ | 94,995 | |||||
Adjustments: | |||||||||||
Depreciation and amortization | 102,064 | 102,206 | 95,634 | ||||||||
Depreciation and amortization from joint venture | — | 7,139 | 8,574 | ||||||||
(Gain) loss on sale of hotel properties | (14,877 | ) | (40,690 | ) | — | ||||||
Impairment loss | 3,849 | 12,148 | — | ||||||||
Impairment loss from joint venture | — | 62,622 | — | ||||||||
FFO | $ | 191,298 | $ | 217,387 | $ | 199,203 | |||||
Distribution to preferred shareholders | (16,094 | ) | (19,662 | ) | (25,950 | ) | |||||
Issuance costs of redeemed preferred shares | — | (7,090 | ) | — | |||||||
FFO available to common share and unit holders | $ | 175,204 | $ | 190,635 | $ | 173,253 |
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Net income (loss) | $ | 100,262 | $ | 73,962 | $ | 94,995 | |||||
Adjustments: | |||||||||||
Interest expense | 37,299 | 43,615 | 38,774 | ||||||||
Interest expense from joint venture | — | 8,218 | 9,137 | ||||||||
Income tax expense (benefit) | 181 | (134 | ) | 2,590 | |||||||
Depreciation and amortization | 102,290 | 102,439 | 95,872 | ||||||||
Depreciation and amortization from joint venture | — | 7,139 | 8,574 | ||||||||
EBITDA | $ | 240,032 | $ | 235,239 | $ | 249,942 |
Balance Outstanding as of | |||||||||||
Interest Rate | Maturity Date | December 31, 2017 | December 31, 2016 | ||||||||
Revolving credit facilities | |||||||||||
Senior unsecured revolving credit facility | Floating (1) | January 2022 | $ | 45,000 | $ | 82,000 | |||||
PHL unsecured revolving credit facility | Floating(2) | January 2022 | — | — | |||||||
Total revolving credit facilities | $ | 45,000 | $ | 82,000 | |||||||
Term loans | |||||||||||
First Term Loan | Floating (3) | January 2023 | 300,000 | 300,000 | |||||||
Second Term Loan | Floating (3) | April 2022 | 65,000 | 175,000 | |||||||
Third Term Loan | Floating (3) | January 2021 | 200,000 | 200,000 | |||||||
Fourth Term Loan | Floating (3) | October 2024 | 110,000 | — | |||||||
Total term loans at stated value | 675,000 | 675,000 | |||||||||
Deferred financing costs, net | (4,594 | ) | (3,207 | ) | |||||||
Total term loans | $ | 670,406 | $ | 671,793 | |||||||
Senior unsecured notes | |||||||||||
Series A Notes | 4.70% | December 2023 | 60,000 | 60,000 | |||||||
Series B Notes | 4.93% | December 2025 | 40,000 | 40,000 | |||||||
Total senior unsecured notes at stated value | 100,000 | 100,000 | |||||||||
Deferred financing costs, net | (626 | ) | (540 | ) | |||||||
Total senior unsecured notes | $ | 99,374 | $ | 99,460 | |||||||
Mortgage loans | |||||||||||
Sofitel Philadelphia | 3.90% | June 2017 | — | 44,320 | |||||||
Hotel Zelos San Francisco | 5.94% | September 2017 | — | 25,718 | |||||||
The Westin San Diego Gaslamp Quarter | 3.69% | January 2020 | 70,573 | 72,852 | |||||||
Mortgage loans at stated value | 70,573 | 142,890 | |||||||||
Mortgage loan premiums and deferred financing costs (4) | (116 | ) | 108 | ||||||||
Total mortgage loans | $ | 70,457 | $ | 142,998 | |||||||
Total debt | $ | 885,237 | $ | 996,251 |
Payments due by period | |||||||||||||||||||
Total | Less than 1 year | 1 to 3 years | 3 to 5 years | More than 5 years | |||||||||||||||
Mortgage loans (1) | $ | 75,892 | $ | 4,966 | $ | 70,926 | $ | — | $ | — | |||||||||
Term loans (2) | 776,485 | 22,298 | 43,387 | 293,293 | 417,507 | ||||||||||||||
Unsecured notes (1) | 132,696 | 4,792 | 9,584 | 9,584 | 108,736 | ||||||||||||||
Borrowings under credit facilities (3) | 50,515 | 1,364 | 2,731 | 46,420 | — | ||||||||||||||
Hotel and ground leases (4) | 754,661 | 7,327 | 14,761 | 14,909 | 717,664 | ||||||||||||||
Capital lease obligation | 36,471 | 296 | 643 | 717 | 34,815 | ||||||||||||||
Refundable membership initiation deposits (5) | 31,996 | 308 | — | — | 31,688 | ||||||||||||||
Purchase commitments (6) | 6,840 | 6,840 | — | — | — | ||||||||||||||
Corporate office lease | 3,184 | 388 | 808 | 853 | 1,135 | ||||||||||||||
Total | $ | 1,868,740 | $ | 48,579 | $ | 142,840 | $ | 365,776 | $ | 1,311,545 |
(1) | Amounts include principal and interest. |
(2) | Amounts include principal and interest. Borrowings under the term loan facilities bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) a Base Rate plus an applicable margin. The Company entered into interest rate swaps to effectively fix the interest rates for certain term loans. At December 31, 2017, the Company entered into interest rate swaps to effectively fix the interest rate for the First Term Loan, the Third Term Loan and a portion of the Fourth Term Loan. The Company had interest rate swaps on the full amounts outstanding, except for $65.0 million on the Second Term Loan and $10.0 million on the Fourth Term Loan. See "Derivative and Hedging Activities" above. |
(3) | Amounts include principal and interest under the two revolving credit facilities. Interest expense is calculated based on the weighted-average interest rate for all outstanding credit facility borrowings as of December 31, 2017. It is assumed that the outstanding borrowings will be repaid upon maturity with fixed interest-only payments until then. |
(4) | The long-term ground leases on the Hotel Monaco Washington DC and Argonaut Hotel provide for the greater of base or percentage rent, adjusted for CPI increases. The long-term hotel lease on the Hotel Zelos San Francisco provides for base rent plus percentage rent, adjusted for CPI increases and contains a base rent floor and ceiling. The long-term leases on the Hotel Zephyr Fisherman's Wharf provide for base plus percentage rent through 2016 and rent as a percentage of revenues and net income, as adjusted and defined in the agreements, in 2017 and thereafter. The long-term hotel lease on Hotel Zeppelin San Francisco (formerly Prescott Hotel) was determined to be both an operating and capital lease. The lease contains a fixed base rental increase every year during the lease term. The long-term ground lease on the Hotel Palomar Los Angeles Beverly Hills provides for base rent, adjusted for CPI increases every five years. This lease has 19 five-year renewal options and the table assumes the exercise of all 19 renewal options. The long-term ground lease on the Union Station Hotel Nashville, Autograph Collection provides for annual base rent equal to the greater of $0.1 million or annual real property taxes. The table above reflects only minimum base rent for all periods presented and does not include assumptions for CPI adjustments. |
(5) | Represents refundable initiation membership deposits from club members at LaPlaya. |
(6) | Amounts represent purchase orders and contracts that have been executed for renovation projects at the properties. We are committed to these purchase orders and contracts and anticipate making similar arrangements in the future with the existing properties or any future properties that we may acquire. |
2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total | ||||||||||||||||||||||
Liabilities | ||||||||||||||||||||||||||||
Fixed rate debt | $ | 2,366 | $ | 2,456 | $ | 65,751 | $ | — | $ | — | $ | 100,000 | $ | 170,573 | ||||||||||||||
Average interest rate | 3.69 | % | 3.69 | % | 3.69 | % | — | % | — | % | 4.79 | % | 4.34 | % | ||||||||||||||
Variable rate debt | $ | — | $ | — | $ | — | $ | 200,000 | $ | 110,000 | $ | 410,000 | $ | 720,000 | ||||||||||||||
Average interest rate (1) | — | % | — | % | — | % | 3.11 | % | 2.94 | % | 3.00 | % | 3.02 | % | ||||||||||||||
Total | $ | 2,366 | $ | 2,456 | $ | 65,751 | $ | 200,000 | $ | 110,000 | $ | 510,000 | $ | 890,573 | ||||||||||||||
____________ | ||||||||||||||||||||||||||||
(1) See discussion of our debt under Liquidity and Capital Resources and Derivative Instruments. |
Exhibit Number | Description of Exhibit | |
Declaration of Trust, as amended and supplemented, of Pebblebrook Hotel Trust (the “Registrant”) (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10‑Q filed on July 25, 2016 (File No. 001‑34571)). | ||
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on November 14, 2016 (File No. 001‑34571)). | ||
First Amendment to Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed on July 21, 2017 (File No. 001‑34571)). | ||
Second Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel, L.P. (the “Operating Partnership”), dated as of December 13, 2013 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on December 17, 2013 (File No. 001-34571)). | ||
First Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of September 30, 2014 (incorporated by reference to Exhibit 3.4 to the Registrant’s Annual Report on Form 10‑K filed on February 17, 2015 (File No. 001‑34571)). | ||
Second Amendment to the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, dated as of June 8, 2016 (incorporated by reference to Exhibit 3.5 to the Registrant’s Current Report on Form 8‑K filed on June 8, 2016 (File No. 001‑34571)). | ||
Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on August 2, 2012 (File No. 001-34571)). | ||
Amendment No. 1 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective July 7, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10‑Q filed on July 25, 2016 (File No. 001‑34571)). | ||
Amendment No. 2 to the Pebblebrook Hotel Trust 2009 Equity Incentive Plan, as amended and restated effective July 10, 2012, effective February 15, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 22, 2017 (File No. 001‑34571)). | ||
Change in Control Severance Agreement between the Registrant and Jon E. Bortz (incorporated by reference to Exhibit 10.2 to the Registrant's Annual Report on Form 10-K filed on March 24, 2010 (File No. 001-34571)). | ||
Change in Control Severance Agreement between the Registrant and Raymond D. Martz (incorporated by reference to Exhibit 10.3 to the Registrant's Annual Report on Form 10-K filed on March 24, 2010 (File No. 001-34571)). | ||
Change in Control Severance Agreement between the Registrant and Thomas C. Fisher (incorporated by reference to Exhibit 10.4 to the Registrant's Annual Report on Form 10-K filed on March 24, 2010 (File No. 001-34571)). | ||
Form of Indemnification Agreement between the Registrant and its officers and trustees (incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the Registrant's Registration Statement on Form S-11/A filed on November 10, 2009 (File No. 333-162412)). |
Form of Share Award Agreement for trustees (incorporated by reference to Exhibit 10.6 of Amendment No. 2 to the Registrant's Registration Statement on Form S-11/A filed on November 25, 2009 (File No. 333-162412)). | ||
Form of Share Award Agreement (Performance Vesting) for executive officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2012 (File No. 001-34571)). | ||
Form of LTIP Unit Vesting Agreement (supersedes Exhibits 10.11, 10.12 and 10.13 to the Registrant's Annual Report on Form 10-K filed on March 24, 2010 (File No. 001-34571)) (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2012 (File No. 001-34571)). | ||
Form of Share Award Agreement for executive officers (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q filed on April 26, 2012 (File No. 001-34571)). | ||
Lease, dated December 1, 1999, by and between the United States of America, acting through the Administrator of General Services, and Tariff Building Associates, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on September 13, 2010 (File No. 001-34571)). | ||
Assignment and Assumption of GSA Lease, dated September 9, 2010, by and among the United States of America, acting by and through the Administrator of General Services and Authorized Representatives, Tariff Building Associates, L.P., and Jayhawk Owner LLC (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on September 13, 2010 (File No. 001-34571)). | ||
Historical Lease, dated October 16, 2000, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Maritime Hotel Associates, L.P. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on February 22, 2011 (File No. 001-34571)). | ||
Seventh Amendment to Historic Lease, dated February 6, 2001, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Maritime Hotel Associates, L.P. (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on February 22, 2011 (File No. 001-34571)). | ||
Tenth Amendment to Historic Lease, dated December 9, 2008, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Maritime Hotel Associates, L.P. (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed on February 22, 2011 (File No. 001-34571)). | ||
Eleventh Amendment to Historic Lease, dated February 16, 2011, by and between the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an agency of the United States of America, and Wildcats Owner LLC. (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed on February 22, 2011 (File No. 001-34571)). | ||
Assignment and Assumption of Historical Lease, dated February 16, 2011, by and among the United States Department of the Interior, National Park Service acting through the Regional Director, Pacific West Region, an Agency of the United States of America, Maritime Hotel Associates, L.P., and Wildcats Owner LLC. (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed on February 22, 2011 (File No. 001-34571)). | ||
Form of LTIP Class B Unit Vesting Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on December 17, 2013 (File No. 001-34571)). | ||
Form of Performance Unit Retention Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed on December 17, 2013 (File No. 001-34571)). | ||
Form of Performance Unit Award Agreement for Executive Officers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on April 23, 2015 (File No. 001-34571)). | ||
Fourth Amended and Restated Credit Agreement, dated as of October 13, 2017, among the Operating Partnership, as the borrower, the Registrant, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the other lenders party thereto. | ||
Amended and Restated Credit Agreement, dated as of October 13, 2017, among the Operating Partnership, as the borrower, the Registrant, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, U.S. Bank National Association, as administrative agent, and the other lenders party thereto. | ||
Credit Agreement, dated as of October 13, 2017, among the Operating Partnership, as the borrower, the Registrant, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Capital One, National Association, as administrative agent, and the other lenders party thereto. |
Amended and Restated Credit Agreement, dated as of October 13, 2017, among the Operating Partnership, as the borrower, the Registrant, as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, PNC Bank, National Association, as administrative agent, and the other lenders party thereto. | ||
Note Purchase and Guarantee Agreement, dated November 12, 2015, by and among the Registrant, the Operating Partnership, Massachusetts Mutual Life Insurance Company, MassMutual Asia Limited, Allianz Life Insurance Company of North America and The Guardian Life Insurance Company of America (incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed on February 22, 2016 (File No. 001-34571)). | ||
First Amendment to Note Purchase Agreement, dated as of October 13, 2017, among the Registrant, the Operating Partnership, Massachusetts Mutual Life Insurance Company, MassMutual Asia Limited, Allianz Life Insurance Company of North America and The Guardian Life Insurance Company of America. | ||
Loan Agreement, dated as of October 18, 2016, between 371 Seventh Avenue Co., LLC and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8‑K filed on October 21, 2016 (File No. 001‑34571)). | ||
Statement of Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Share Dividends. | ||
List of Subsidiaries of the Registrant. | ||
Consent of KPMG LLP. | ||
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
101.INS XBRL | Instance Document (1) | |
101.SCH XBRL | Taxonomy Extension Schema Document (1) | |
101.CAL XBRL | Taxonomy Extension Calculation Linkbase Document (1) | |
101.LAB XBRL | Taxonomy Extension Label Linkbase Document (1) | |
101.DEF XBRL | Taxonomy Extension Definition Linkbase Document (1) | |
101.PRE XBRL | Taxonomy Extension Presentation Linkbase Document (1) |
* | Management agreement or compensatory plan or arrangement. |
† | Filed herewith. |
†† | Furnished herewith. |
(1) | Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations and Comprehensive Income; (iii) Consolidated Statements of Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. |
PEBBLEBROOK HOTEL TRUST | |||
Date: | February 22, 2018 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief Executive Officer |
Name | Title | Date | ||
/s/ JON E. BORTZ | Chairman of the Board, President and Chief Executive Officer (principal executive officer) | February 22, 2018 | ||
Jon E. Bortz | ||||
/s/ RAYMOND D. MARTZ | Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) | February 22, 2018 | ||
Raymond D. Martz | ||||
/s/ CYDNEY C. DONNELL | Trustee | February 22, 2018 | ||
Cydney C. Donnell | ||||
/s/ RON E. JACKSON | Trustee | February 22, 2018 | ||
Ron E. Jackson | ||||
/s/ PHILLIP M. MILLER | Trustee | February 22, 2018 | ||
Phillip M. Miller | ||||
/s/ MICHAEL J. SCHALL | Trustee | February 22, 2018 | ||
Michael J. Schall | ||||
/s/ EARL E. WEBB | Trustee | February 22, 2018 | ||
Earl E. Webb | ||||
/s/ LAURA H. WRIGHT | Trustee | February 22, 2018 | ||
Laura H. Wright |
Page No. | |
Reports of Independent Registered Public Accounting Firm | F-2 |
Consolidated Balance Sheets | F-4 |
Consolidated Statements of Operations and Comprehensive Income | F-5 |
Consolidated Statements of Equity | F-7 |
Consolidated Statements of Cash Flows | F-9 |
Notes to Consolidated Financial Statements | F-11 |
Schedule III - Real Estate and Accumulated Depreciation | F-32 |
Pebblebrook Hotel Trust Consolidated Balance Sheets (In thousands, except share data) | |||||||
December 31, 2017 | December 31, 2016 | ||||||
ASSETS | |||||||
Investment in hotel properties, net | $ | 2,456,450 | $ | 2,672,654 | |||
Ground lease asset, net | 29,037 | 29,627 | |||||
Cash and cash equivalents | 25,410 | 33,410 | |||||
Restricted cash | 7,123 | 7,419 | |||||
Hotel receivables (net of allowance for doubtful accounts of $245 and $494, respectively) | 29,206 | 27,687 | |||||
Prepaid expenses and other assets | 43,642 | 38,462 | |||||
Total assets | $ | 2,590,868 | $ | 2,809,259 | |||
LIABILITIES AND EQUITY | |||||||
Unsecured revolving credit facilities | $ | 45,000 | $ | 82,000 | |||
Term loans, net of unamortized deferred financing costs | 670,406 | 671,793 | |||||
Senior unsecured notes, net of unamortized deferred financing costs | 99,374 | 99,460 | |||||
Mortgage debt, net of unamortized loan premiums and deferred financing costs | 70,457 | 142,998 | |||||
Accounts payable and accrued expenses | 148,821 | 149,283 | |||||
Advance deposits | 19,388 | 19,110 | |||||
Accrued interest | 2,073 | 2,284 | |||||
Distribution payable | 31,823 | 33,215 | |||||
Total liabilities | 1,087,342 | 1,200,143 | |||||
Commitments and contingencies (Note 11) | |||||||
Shareholders’ equity: | |||||||
Preferred shares of beneficial interest, $.01 par value (liquidation preference $250,000 at December 31, 2017 and at December 31, 2016), 100,000,000 shares authorized; 10,000,000 shares issued and outstanding at December 31, 2017 and December 31, 2016 | 100 | 100 | |||||
Common shares of beneficial interest, $.01 par value, 500,000,000 shares authorized; 68,812,575 issued and outstanding at December 31, 2017 and 71,922,904 issued and outstanding at December 31, 2016 | 688 | 719 | |||||
Additional paid-in capital | 1,685,437 | 1,776,404 | |||||
Accumulated other comprehensive income (loss) | 3,689 | (2,312 | ) | ||||
Distributions in excess of retained earnings | (191,013 | ) | (169,227 | ) | |||
Total shareholders’ equity | 1,498,901 | 1,605,684 | |||||
Non-controlling interests | 4,625 | 3,432 | |||||
Total equity | 1,503,526 | 1,609,116 | |||||
Total liabilities and equity | $ | 2,590,868 | $ | 2,809,259 |
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income (In thousands, except share and per-share data) | |||||||||||
For the year ended December 31. | |||||||||||
2017 | 2016 | 2015 | |||||||||
Revenues: | |||||||||||
Room | $ | 532,288 | $ | 568,867 | $ | 526,573 | |||||
Food and beverage | 182,737 | 191,857 | 190,852 | ||||||||
Other operating | 54,292 | 55,697 | 53,439 | ||||||||
Total revenues | 769,317 | 816,421 | 770,864 | ||||||||
Expenses: | |||||||||||
Hotel operating expenses: | |||||||||||
Room | 134,068 | 137,312 | 124,090 | ||||||||
Food and beverage | 123,213 | 126,957 | 128,816 | ||||||||
Other direct and indirect | 210,692 | 219,655 | 215,169 | ||||||||
Total hotel operating expenses | 467,973 | 483,924 | 468,075 | ||||||||
Depreciation and amortization | 102,290 | 102,439 | 95,872 | ||||||||
Real estate taxes, personal property taxes, property insurance, and ground rent | 48,500 | 50,488 | 46,947 | ||||||||
General and administrative | 24,048 | 28,105 | 32,335 | ||||||||
Impairment and other losses | 6,003 | 12,148 | — | ||||||||
Total operating expenses | 648,814 | 677,104 | 643,229 | ||||||||
Operating income (loss) | 120,503 | 139,317 | 127,635 | ||||||||
Interest income | 97 | 1,995 | 2,511 | ||||||||
Interest expense | (37,299 | ) | (43,615 | ) | (38,774 | ) | |||||
Other | 2,265 | 283 | — | ||||||||
Gain on sale of hotel properties | 14,877 | 40,690 | — | ||||||||
Equity in earnings (loss) of joint venture | — | (64,842 | ) | 6,213 | |||||||
Income (loss) before income taxes | 100,443 | 73,828 | 97,585 | ||||||||
Income tax (expense) benefit | (181 | ) | 134 | (2,590 | ) | ||||||
Net income (loss) | 100,262 | 73,962 | 94,995 | ||||||||
Net income (loss) attributable to non-controlling interests | 374 | 258 | 327 | ||||||||
Net income (loss) attributable to the Company | 99,888 | 73,704 | 94,668 | ||||||||
Distributions to preferred shareholders | (16,094 | ) | (19,662 | ) | (25,950 | ) | |||||
Issuance costs of redeemed preferred shares | — | (7,090 | ) | — | |||||||
Net income (loss) attributable to common shareholders | $ | 83,794 | $ | 46,952 | $ | 68,718 | |||||
Net income (loss) per share available to common shareholders, basic | $ | 1.20 | $ | 0.65 | $ | 0.95 | |||||
Net income (loss) per share available to common shareholders, diluted | $ | 1.19 | $ | 0.64 | $ | 0.94 | |||||
Weighted-average number of common shares, basic | 69,591,973 | 71,901,499 | 71,715,870 | ||||||||
Weighted-average number of common shares, diluted | 69,984,837 | 72,373,242 | 72,384,289 |
Pebblebrook Hotel Trust Consolidated Statements of Operations and Comprehensive Income - Continued (In thousands, except share and per-share data) | |||||||||||
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Comprehensive Income: | |||||||||||
Net income (loss) | $ | 100,262 | $ | 73,962 | $ | 94,995 | |||||
Other comprehensive income (loss): | |||||||||||
Unrealized gain (loss) on derivative instruments | 6,001 | 2,438 | (4,409 | ) | |||||||
Comprehensive income (loss) | 106,263 | 76,400 | 90,586 | ||||||||
Comprehensive income (loss) attributable to non-controlling interests | 395 | 266 | 313 | ||||||||
Comprehensive income (loss) attributable to the Company | $ | 105,868 | $ | 76,134 | $ | 90,273 |
Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Distributions in Excess of Retained Earnings | Total Shareholders' Equity | Non-Controlling Interests | Total Equity | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||
Balance at December 31, 2014 | 14,000,000 | $ | 140 | 71,553,481 | $ | 716 | $ | 1,864,739 | $ | (341 | ) | $ | (84,163 | ) | $ | 1,781,091 | $ | 1,320 | $ | 1,782,411 | ||||||||||||||||||
Issuance of shares, net of offering costs | — | — | — | — | (195 | ) | — | — | (195 | ) | — | (195 | ) | |||||||||||||||||||||||||
Issuance of common shares for Board of Trustee compensation | — | — | 8,084 | — | 372 | — | — | 372 | — | 372 | ||||||||||||||||||||||||||||
Repurchase of common shares | — | — | (84,835 | ) | — | (4,094 | ) | — | — | (4,094 | ) | — | (4,094 | ) | ||||||||||||||||||||||||
Share-based compensation | — | — | 258,399 | 1 | 7,225 | — | — | 7,226 | 1,105 | 8,331 | ||||||||||||||||||||||||||||
Distributions on common shares/units | — | — | — | — | — | — | (90,320 | ) | (90,320 | ) | (292 | ) | (90,612 | ) | ||||||||||||||||||||||||
Distributions on preferred shares | — | — | — | — | — | — | (25,950 | ) | (25,950 | ) | (15 | ) | (25,965 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | — | — | — | — | — | (4,409 | ) | — | (4,409 | ) | — | (4,409 | ) | |||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | 94,668 | 94,668 | 327 | 94,995 | ||||||||||||||||||||||||||||
Balance at December 31, 2015 | 14,000,000 | $ | 140 | 71,735,129 | $ | 717 | $ | 1,868,047 | $ | (4,750 | ) | $ | (105,765 | ) | $ | 1,758,389 | $ | 2,445 | $ | 1,760,834 | ||||||||||||||||||
Issuance of shares, net of offering costs | 5,000,000 | 50 | — | — | 120,758 | — | — | 120,808 | — | 120,808 | ||||||||||||||||||||||||||||
Redemption of preferred shares | (9,000,000 | ) | (90 | ) | — | — | (217,870 | ) | — | (7,090 | ) | (225,050 | ) | — | (225,050 | ) | ||||||||||||||||||||||
Issuance of common shares for Board of Trustee compensation | — | — | 21,407 | — | 606 | — | — | 606 | — | 606 | ||||||||||||||||||||||||||||
Repurchase of common shares | — | — | (88,510 | ) | (1 | ) | (2,495 | ) | — | — | (2,496 | ) | — | (2,496 | ) | |||||||||||||||||||||||
Share-based compensation | — | — | 254,878 | 3 | 7,358 | — | — | 7,361 | 1,105 | 8,466 | ||||||||||||||||||||||||||||
Distributions on common shares/units | — | — | — | — | — | — | (110,414 | ) | (110,414 | ) | (359 | ) | (110,773 | ) | ||||||||||||||||||||||||
Distributions on preferred shares | — | — | — | — | — | — | (19,662 | ) | (19,662 | ) | (17 | ) | (19,679 | ) | ||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | — | — | — | — | — | 2,438 | — | 2,438 | — | 2,438 | ||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | 73,704 | 73,704 | 258 | 73,962 | ||||||||||||||||||||||||||||
Balance at December 31, 2016 | 10,000,000 | $ | 100 | 71,922,904 | $ | 719 | $ | 1,776,404 | $ | (2,312 | ) | $ | (169,227 | ) | $ | 1,605,684 | $ | 3,432 | $ | 1,609,116 | ||||||||||||||||||
Issuance of shares, net of offering costs | — | — | — | — | (62 | ) | — | — | (62 | ) | — | (62 | ) | |||||||||||||||||||||||||
Issuance of common shares for Board of Trustee compensation | — | — | 16,711 | 1 | 502 | — | — | 503 | — | 503 | ||||||||||||||||||||||||||||
Repurchase of common shares | — | — | (3,335,278 | ) | (33 | ) | (95,948 | ) | — | — | (95,981 | ) | — | (95,981 | ) | |||||||||||||||||||||||
Share-based compensation | — | — | 208,238 | 1 | 4,541 | — | — | 4,542 | 1,104 | 5,646 | ||||||||||||||||||||||||||||
Distributions on common shares/units | — | — | — | — | — | — | (105,580 | ) | (105,580 | ) | (359 | ) | (105,939 | ) |
Distributions on preferred shares | — | — | — | — | — | — | (16,094 | ) | (16,094 | ) | (32 | ) | (16,126 | ) | ||||||||||||||||||||||||
Net contribution from non-controlling interests | — | 106 | 106 | |||||||||||||||||||||||||||||||||||
Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||
Unrealized gain (loss) on derivative instruments | — | — | — | — | — | 6,001 | — | 6,001 | — | 6,001 | ||||||||||||||||||||||||||||
Net income (loss) | — | — | — | — | — | — | 99,888 | 99,888 | 374 | 100,262 | ||||||||||||||||||||||||||||
Balance at December 31, 2017 | 10,000,000 | $ | 100 | 68,812,575 | $ | 688 | $ | 1,685,437 | $ | 3,689 | $ | (191,013 | ) | $ | 1,498,901 | $ | 4,625 | $ | 1,503,526 |
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows (In thousands) | |||||||||||
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Operating activities: | |||||||||||
Net income (loss) | $ | 100,262 | $ | 73,962 | $ | 94,995 | |||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||||
Depreciation and amortization | 102,290 | 102,439 | 95,872 | ||||||||
Share-based compensation | 5,646 | 8,466 | 8,331 | ||||||||
(Gain) loss on derivative instruments | (265 | ) | (283 | ) | — | ||||||
Amortization of deferred financing costs and mortgage loan premiums | 2,040 | 1,513 | (29 | ) | |||||||
Gain on sale of hotel properties | (14,877 | ) | (40,690 | ) | — | ||||||
Impairment and other losses | 3,849 | 12,148 | — | ||||||||
Non-cash ground rent | 2,884 | 2,762 | 2,380 | ||||||||
Equity in (earnings) loss from joint venture | — | 66,636 | (3,824 | ) | |||||||
Other | 2,378 | 2,654 | 2,038 | ||||||||
Changes in assets and liabilities: | |||||||||||
Restricted cash, net | 1,411 | 1,288 | 1,635 | ||||||||
Hotel receivables | (1,270 | ) | 1,263 | (3,107 | ) | ||||||
Prepaid expenses and other assets | (2,161 | ) | 2,286 | (212 | ) | ||||||
Distributions from joint venture | — | — | 13,858 | ||||||||
Accounts payable and accrued expenses | (7,415 | ) | 4,492 | 4,161 | |||||||
Advance deposits | 278 | 2,324 | 4,622 | ||||||||
Net cash provided by (used in) operating activities | 195,050 | 241,260 | 220,720 | ||||||||
Investing activities: | |||||||||||
Acquisition of hotel properties | — | — | (305,146 | ) | |||||||
Improvements and additions to hotel properties | (80,825 | ) | (121,899 | ) | (99,785 | ) | |||||
Proceeds from joint venture redemption | — | 2,530 | — | ||||||||
Deposit received on hotel properties | 2,000 | 3,000 | (3,000 | ) | |||||||
Proceeds from sale of hotel properties | 203,479 | 364,390 | — | ||||||||
Receipt from (acquisition of) note receivable | — | 50,000 | 3,020 | ||||||||
Purchase of corporate office equipment, software, and furniture | (40 | ) | (74 | ) | (278 | ) | |||||
Restricted cash, net | (1,115 | ) | 746 | 5,295 | |||||||
Property insurance proceeds | 7,674 | — | — | ||||||||
Net cash provided by (used in) investing activities | 131,173 | 298,693 | (399,894 | ) | |||||||
Financing activities: | |||||||||||
Gross proceeds from issuance of preferred shares | — | 125,000 | — | ||||||||
Payment of offering costs — common and preferred shares | (62 | ) | (4,189 | ) | (195 | ) | |||||
Payment of deferred financing costs | (5,411 | ) | (1,414 | ) | (3,311 | ) | |||||
Contributions from non-controlling interest | 106 | — | — | ||||||||
Borrowings under revolving credit facilities | 238,687 | 469,000 | 490,000 | ||||||||
Repayments under revolving credit facilities | (275,687 | ) | (552,000 | ) | (375,000 | ) | |||||
Proceeds from term loans | — | 150,000 | 225,000 | ||||||||
Proceeds from senior unsecured notes | — | — | 100,000 | ||||||||
Repayments of mortgage debt | (72,317 | ) | (365,583 | ) | (171,488 | ) | |||||
Repurchase of common shares | (95,982 | ) | (2,496 | ) | (4,094 | ) | |||||
Redemption of preferred shares | — | (225,050 | ) | — |
Pebblebrook Hotel Trust Consolidated Statements of Cash Flows - Continued (In thousands) | |||||||||||
Distributions — common shares/units | (107,329 | ) | (105,321 | ) | (84,037 | ) | |||||
Distributions — preferred shares | (16,094 | ) | (21,770 | ) | (25,950 | ) | |||||
Proceeds from refundable membership deposits | 656 | 1,658 | 2,302 | ||||||||
Repayments of refundable membership deposits | (790 | ) | (723 | ) | (591 | ) | |||||
Net cash provided by (used in) financing activities | (334,223 | ) | (532,888 | ) | 152,636 | ||||||
Net change in cash and cash equivalents | (8,000 | ) | 7,065 | (26,538 | ) | ||||||
Cash and cash equivalents, beginning of year | 33,410 | 26,345 | 52,883 | ||||||||
Cash and cash equivalents, end of year | $ | 25,410 | $ | 33,410 | $ | 26,345 |
1. | Level 1 – Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. |
2. | Level 2 – Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, and model-derived valuations whose inputs are observable. |
3. | Level 3 – Model-derived valuations with unobservable inputs. |
December 31, 2017 | December 31, 2016 | ||||||
Land | $ | 448,401 | $ | 503,571 | |||
Buildings and improvements | 2,205,315 | 2,287,104 | |||||
Furniture, fixtures and equipment | 240,842 | 231,211 | |||||
Construction in progress | 9,514 | 9,253 | |||||
Investment in hotel properties | $ | 2,904,072 | $ | 3,031,139 | |||
Less: Accumulated depreciation | (447,622 | ) | (358,485 | ) | |||
Investment in hotel properties, net | $ | 2,456,450 | $ | 2,672,654 |
Balance Outstanding as of | |||||||||||
Interest Rate | Maturity Date | December 31, 2017 | December 31, 2016 | ||||||||
Revolving credit facilities | |||||||||||
Senior unsecured revolving credit facility | Floating (1) | January 2022 | $ | 45,000 | $ | 82,000 | |||||
PHL unsecured revolving credit facility | Floating (2) | January 2022 | — | — | |||||||
Total revolving credit facilities | $ | 45,000 | $ | 82,000 | |||||||
Term loans | |||||||||||
First Term Loan | Floating (3) | January 2023 | 300,000 | 300,000 | |||||||
Second Term Loan | Floating (3) | April 2022 | 65,000 | 175,000 | |||||||
Third Term Loan | Floating (3) | January 2021 | 200,000 | 200,000 | |||||||
Fourth Term Loan | Floating (3) | October 2024 | 110,000 | — | |||||||
Total term loans at stated value | 675,000 | 675,000 | |||||||||
Deferred financing costs, net | (4,594 | ) | (3,207 | ) | |||||||
Total term loans | $ | 670,406 | $ | 671,793 | |||||||
Senior unsecured notes | |||||||||||
Series A Notes | 4.70% | December 2023 | 60,000 | 60,000 | |||||||
Series B Notes | 4.93% | December 2025 | 40,000 | 40,000 | |||||||
Total senior unsecured notes at stated value | 100,000 | 100,000 | |||||||||
Deferred financing costs, net | (626 | ) | (540 | ) | |||||||
Total senior unsecured notes | $ | 99,374 | $ | 99,460 | |||||||
Mortgage loans | |||||||||||
Sofitel Philadelphia | 3.90% | June 2017 | — | 44,320 | |||||||
Hotel Zelos San Francisco | 5.94% | September 2017 | — | 25,718 | |||||||
The Westin San Diego Gaslamp Quarter | 3.69% | January 2020 | 70,573 | 72,852 | |||||||
Mortgage loans at stated value | 70,573 | 142,890 | |||||||||
Mortgage loan premiums and deferred financing costs (4) | (116 | ) | 108 | ||||||||
Total mortgage loans | $ | 70,457 | $ | 142,998 | |||||||
Total debt | $ | 885,237 | $ | 996,251 |
2018 | $ | 2,366 | ||
2019 | 2,456 | |||
2020 | 65,751 | |||
2021 | 200,000 | |||
2022 | 110,000 | |||
Thereafter | 510,000 | |||
Total debt principal payments | 890,573 | |||
Mortgage loan premiums and deferred financing costs | (5,336 | ) | ||
Total debt | $ | 885,237 |
Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | |||||
$ | 0.38 | March 31, 2017 | March 31, 2017 | April 17, 2017 | ||||
$ | 0.38 | June 30, 2017 | June 30, 2017 | July 17, 2017 | ||||
$ | 0.38 | September 30, 2017 | September 29, 2017 | October 16, 2017 | ||||
$ | 0.38 | December 31, 2017 | December 29, 2017 | January 12, 2018 |
Security Type | Dividend per Share/Unit | For the Quarter Ended | Record Date | Payable Date | ||||||
6.50% Series C | $ | 0.41 | March 31, 2017 | March 31, 2017 | April 17, 2017 | |||||
6.50% Series C | $ | 0.41 | June 30, 2017 | June 30, 2017 | July 17, 2017 | |||||
6.50% Series C | $ | 0.41 | September 30, 2017 | September 29, 2017 | October 16, 2017 | |||||
6.50% Series C | $ | 0.41 | December 31, 2017 | December 29, 2017 | January 12, 2018 | |||||
6.375% Series D | $ | 0.40 | March 31, 2017 | March 31, 2017 | April 17, 2017 | |||||
6.375% Series D | $ | 0.40 | June 30, 2017 | June 30, 2017 | July 17, 2017 | |||||
6.375% Series D | $ | 0.40 | September 30, 2017 | September 29, 2017 | October 16, 2017 | |||||
6.375% Series D | $ | 0.40 | December 31, 2017 | December 29, 2017 | January 12, 2018 |
Shares | Weighted-Average Grant Date Fair Value | |||||
Unvested at January 1, 2015 | 129,988 | $ | 27.17 | |||
Granted | 46,446 | $ | 48.00 | |||
Vested | (50,827 | ) | $ | 25.70 | ||
Forfeited | (990 | ) | $ | 36.45 | ||
Unvested at December 31, 2015 | 124,617 | $ | 35.46 | |||
Granted | 68,535 | $ | 23.87 | |||
Vested | (52,452 | ) | $ | 32.79 | ||
Forfeited | (4,809 | ) | $ | 30.66 | ||
Unvested at December 31, 2016 | 135,891 | $ | 30.82 | |||
Granted | 59,139 | $ | 29.68 | |||
Vested | (57,559 | ) | $ | 31.50 | ||
Forfeited | (366 | ) | $ | 28.01 | ||
Unvested at December 31, 2017 | 137,105 | $ | 30.05 |
Performance Award Grant Date | Percentage of Total Award | Grant Date Fair Value by Component ($ in millions) | Volatility | Interest Rate | Dividend Yield | ||||||
January 30, 2013 | |||||||||||
Relative Total Shareholder Return | 30.00% | $0.7 | 31.00% | 0.41% | 2.20% | ||||||
Absolute Total Shareholder Return | 30.00% | $0.5 | 31.00% | 0.41% | 2.20% | ||||||
EBITDA Comparison | 40.00% | $0.7 | 31.00% | 0.41% | 2.20% | ||||||
December 13, 2013 | |||||||||||
Relative Total Shareholder Return | 50.00% | $4.7 | 29.00% | 0.34% - 2.25% | 2.40% | ||||||
Absolute Total Shareholder Return | 50.00% | $2.9 | 29.00% | 0.34% - 2.25% | 2.40% | ||||||
February 4, 2014 | |||||||||||
Relative Total Shareholder Return | 30.00% | $0.7 | 29.00% | 0.62% | 2.40% | ||||||
Absolute Total Shareholder Return | 30.00% | $0.5 | 29.00% | 0.62% | 2.40% | ||||||
EBITDA Comparison | 40.00% | $0.8 | 29.00% | 0.62% | 2.40% | ||||||
February 11, 2015 | |||||||||||
Relative Total Shareholder Return | 30.00% | $0.9 | 22.00% | 1.02% | 2.50% | ||||||
Absolute Total Shareholder Return | 40.00% | $0.7 | 22.00% | 1.02% | 2.50% | ||||||
EBITDA Comparison | 30.00% | $0.7 | 22.00% | 1.02% | 2.50% | ||||||
July 27, 2015 | |||||||||||
Relative Total Shareholder Return | 30.00% | — | (1) | 22.00% | 0.68% | 2.50% | |||||
Absolute Total Shareholder Return | 40.00% | — | (1) | 22.00% | 0.68% | 2.50% | |||||
EBITDA Comparison | 30.00% | — | (1) | 22.00% | 0.68% | 2.50% | |||||
February 10, 2016 | |||||||||||
Relative Total Shareholder Return | 70.00% | $1.6 | 25.00% | 0.71% | 3.00% | ||||||
Absolute Total Shareholder Return | 15.00% | $0.2 | 25.00% | 0.71% | 3.00% | ||||||
EBITDA Comparison | 15.00% | $0.4 | 25.00% | 0.71% | 3.00% | ||||||
February 15, 2017 | |||||||||||
Relative and Absolute Total Shareholder Return | 65.00% / 35.00% | $2.7 | 28.00% | 1.27% | 5.60% |
2017 | 2016 | 2015 | ||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||
Common Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | 1.3611 | 95.41 | % | $ | 1.3794 | 95.14 | % | $ | 1.1715 | 98.21 | % | ||||||||
Qualified dividend | 0.0256 | 1.79 | % | 0.0704 | 4.86 | % | 0.0213 | 1.79 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | 0.0399 | 2.80 | % | — | — | % | — | — | % | |||||||||||
Total | $ | 1.4266 | 100.00 | % | $ | 1.4498 | 100.00 | % | $ | 1.1928 | 100.00 | % | ||||||||
Series A Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | — | — | % | $ | 0.2914 | 95.14 | % | $ | 1.9336 | 98.21 | % | ||||||||
Qualified dividend | — | — | % | 0.0149 | 4.86 | % | 0.0352 | 1.79 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | — | — | % | $ | 0.3063 | 100.00 | % | $ | 1.9688 | 100.00 | % | ||||||||
Series B Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | — | — | % | $ | 1.3109 | 95.14 | % | $ | 1.9643 | 98.21 | % | ||||||||
Qualified dividend | — | — | % | 0.0669 | 4.86 | % | 0.0357 | 1.79 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | — | — | % | $ | 1.3778 | 100.00 | % | $ | 2.0000 | 100.00 | % | ||||||||
Series C Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | 1.1969 | 98.20 | % | $ | 1.5461 | 95.14 | % | $ | 1.5960 | 98.22 | % | ||||||||
Qualified dividend | 0.0219 | 1.80 | % | 0.0789 | 4.86 | % | 0.0290 | 1.78 | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | 1.2188 | 100.00 | % | $ | 1.6250 | 100.00 | % | $ | 1.6250 | 100.00 | % | ||||||||
Series D Preferred Shares: | ||||||||||||||||||||
Ordinary non-qualified income | $ | 1.1739 | 98.21 | % | $ | 0.9099 | 95.15 | % | $ | — | — | % | ||||||||
Qualified dividend | 0.0214 | 1.79 | % | 0.0464 | 4.85 | % | — | — | % | |||||||||||
Capital gain | — | — | % | — | — | % | — | — | % | |||||||||||
Return of capital | — | — | % | — | — | % | — | — | % | |||||||||||
Total | $ | 1.1953 | 100.00 | % | $ | 0.9563 | 100.00 | % | $ | — | — | % |
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Federal | |||||||||||
Current | $ | 4 | $ | (27 | ) | $ | 1,389 | ||||
Deferred | (89 | ) | (353 | ) | 55 | ||||||
State and local | |||||||||||
Current | 9 | 93 | 287 | ||||||||
Deferred | 224 | (171 | ) | (72 | ) | ||||||
Income tax expense (benefit) | $ | 148 | $ | (458 | ) | $ | 1,659 |
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Statutory federal tax expense (benefit) | $ | (418 | ) | $ | (618 | ) | $ | 1,367 | |||
State income tax expense (benefit), net of federal tax (benefit) expense | 231 | (110 | ) | 111 | |||||||
Other | 335 | 270 | 181 | ||||||||
Income tax expense (benefit) | $ | 148 | $ | (458 | ) | $ | 1,659 |
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Numerator: | |||||||||||
Net income (loss) attributable to common shareholders | $ | 83,794 | $ | 46,952 | $ | 68,718 | |||||
Less: dividends paid on unvested share-based compensation | (415 | ) | (483 | ) | (432 | ) | |||||
Net income (loss) available to common shareholders | $ | 83,379 | $ | 46,469 | $ | 68,286 | |||||
Denominator: | |||||||||||
Weighted-average number of common shares — basic | 69,591,973 | 71,901,499 | 71,715,870 | ||||||||
Effect of dilutive share-based compensation | 392,864 | 471,743 | 668,419 | ||||||||
Weighted-average number of common shares — diluted | 69,984,837 | 72,373,242 | 72,384,289 | ||||||||
Net income (loss) per share available to common shareholders — basic | $ | 1.20 | $ | 0.65 | $ | 0.95 | |||||
Net income (loss) per share available to common shareholders — diluted | $ | 1.19 | $ | 0.64 | $ | 0.94 |
2018 | $ | 8,010 | ||
2019 | 8,073 | |||
2020 | 8,139 | |||
2021 | 8,205 | |||
2022 | 8,274 | |||
Thereafter | 753,614 | |||
Total | $ | 794,315 |
For the year ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
(in thousands) | |||||||||||
Interest paid, net of capitalized interest | $ | 33,999 | $ | 41,416 | $ | 38,128 | |||||
Interest capitalized | $ | — | $ | 492 | $ | 598 | |||||
Income taxes paid | $ | 575 | $ | 369 | $ | 2,487 | |||||
Non-Cash Investing and Financing Activities: | |||||||||||
Distributions payable on common shares/units | $ | 28,381 | $ | 29,773 | $ | 24,319 | |||||
Distributions payable on preferred shares | $ | 3,442 | $ | 3,442 | $ | 5,550 | |||||
Issuance of common shares for Board of Trustees compensation | $ | 503 | $ | 606 | $ | 372 | |||||
Below (above) market rate contracts assumed in connection with acquisition | $ | — | $ | — | $ | 20,110 | |||||
Accrued additions and improvements to hotel properties | $ | 961 | $ | 4,717 | $ | 1,262 | |||||
Write-off of fully depreciated building, furniture, fixtures and equipment | $ | 14,134 | $ | — | $ | 6,013 | |||||
Write-off of deferred financing costs | $ | 5,956 | $ | 1,836 | $ | 1,577 | |||||
In conjunction with the Manhattan Collection joint venture redemption transaction, the Company assumed the following assets and liabilities: | |||||||||||
Investment in hotel properties | $ | — | $ | 319,800 | $ | — | |||||
Mortgage loans | $ | — | $ | 190,000 | $ | — |
Year Ended December 31, 2017 | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Total revenues | $ | 182,178 | $ | 205,717 | $ | 201,793 | $ | 179,629 | ||||||||
Net income (loss) | 14,089 | 43,670 | 30,571 | 11,932 | ||||||||||||
Net income (loss) attributable to the Company | 14,034 | 43,512 | 30,443 | 11,899 | ||||||||||||
Net income (loss) attributable to common shareholders | 10,011 | 39,488 | 26,420 | 7,875 | ||||||||||||
Net income (loss) per share available to common shareholders, basic | $ | 0.14 | $ | 0.57 | $ | 0.38 | $ | 0.11 | ||||||||
Net income (loss) per share available to common shareholders, diluted | $ | 0.14 | $ | 0.57 | $ | 0.38 | $ | 0.11 | ||||||||
Year Ended December 31, 2016 | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
Total revenues | $ | 196,245 | $ | 212,272 | $ | 208,963 | $ | 198,941 | ||||||||
Net income (loss) | 16,637 | 74,438 | (35,535 | ) | 18,422 | |||||||||||
Net income (loss) attributable to the Company | 16,579 | 74,190 | (35,423 | ) | 18,358 | |||||||||||
Net income (loss) attributable to common shareholders | 6,566 | 69,949 | (43,897 | ) | 14,334 | |||||||||||
Net income (loss) per share available to common shareholders, basic | $ | 0.09 | $ | 0.97 | $ | (0.61 | ) | $ | 0.20 | |||||||
Net income (loss) per share available to common shareholders, diluted | $ | 0.09 | $ | 0.96 | $ | (0.61 | ) | $ | 0.20 |
Pebblebrook Hotel Trust | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III--Real Estate and Accumulated Depreciation | ||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Initial Costs | Gross Amount at End of Year | |||||||||||||||||||||||||||||||||||||||||||||||||||
Description | Encumbrances | Land | Building and Improvements | Furniture, Fixtures and Equipment | Cost Capitalized Subsequent to Acquisition (1) | Land | Building and Improvements | Furniture, Fixtures and Equipment | Total | Accumulated Depreciation | Net Book Value | Year of Original Construction | Date of Acquisition | Depreciation Life | ||||||||||||||||||||||||||||||||||||||
Sir Francis Drake | $ | — | $ | 22,500 | $ | 60,547 | $ | 6,953 | $ | 20,863 | $ | 22,500 | $ | 73,007 | $ | 15,356 | $ | 110,863 | $ | 28,577 | $ | 82,286 | 1928 | 6/22/2010 | 3-40 years | |||||||||||||||||||||||||||
InterContinental Buckhead Atlanta | — | 25,000 | 68,844 | 11,000 | 13,035 | 25,000 | 74,663 | 18,216 | 117,879 | 30,777 | 87,102 | 2004 | 7/1/2010 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Monaco Washington DC | — | — | 60,630 | 2,441 | 21,997 | — | 74,976 | 10,092 | 85,068 | 18,812 | 66,256 | 1839 | 9/9/2010 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
The Grand Hotel Minneapolis | — | 4,950 | 26,616 | 300 | 10,540 | 4,950 | 33,382 | 4,074 | 42,406 | 10,410 | 31,996 | 1912 | 9/29/2010 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Skamania Lodge | — | 7,130 | 44,987 | 3,523 | 13,354 | 7,130 | 53,347 | 8,517 | 68,994 | 15,666 | 53,328 | 1993 | 11/3/2010 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Le Meridien Delfina Santa Monica | — | 18,784 | 81,580 | 2,295 | 15,412 | 18,784 | 90,481 | 8,806 | 118,071 | 24,122 | 93,949 | 1972 | 11/19/2010 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Sofitel Philadelphia | — | 18,000 | 64,256 | 4,639 | 9,598 | 18,000 | 69,838 | 8,655 | 96,493 | 20,009 | 76,484 | 2000 | 12/3/2010 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Argonaut Hotel | — | — | 79,492 | 4,247 | 7,651 | — | 83,477 | 7,913 | 91,390 | 21,265 | 70,125 | 1907 | 2/16/2011 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
The Westin San Diego Gaslamp Quarter | (2 | ) | 70,573 | 25,537 | 86,089 | 6,850 | 21,056 | 25,537 | 103,729 | 10,266 | 139,532 | 26,522 | 113,010 | 1987 | 4/6/2011 | 1-40 years | ||||||||||||||||||||||||||||||||||||
Hotel Monaco Seattle | — | 10,105 | 38,888 | 2,073 | 10,467 | 10,105 | 44,207 | 7,221 | 61,533 | 12,983 | 48,550 | 1969 | 4/7/2011 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Mondrian Los Angeles | — | 20,306 | 110,283 | 6,091 | 11,535 | 20,306 | 116,026 | 11,883 | 148,215 | 28,725 | 119,490 | 1959 | 5/3/2011 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
W Boston | — | 19,453 | 63,893 | 5,887 | 11,315 | 19,453 | 70,301 | 10,794 | 100,548 | 19,149 | 81,399 | 2009 | 6/8/2011 | 2-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Zetta San Francisco | — | 7,294 | 22,166 | 290 | 16,173 | 7,294 | 34,547 | 4,082 | 45,923 | 8,249 | 37,674 | 1913 | 4/4/2012 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Vintage Seattle | — | 8,170 | 23,557 | 706 | 7,698 | 8,170 | 28,726 | 3,235 | 40,131 | 6,162 | 33,969 | 1922 | 7/9/2012 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Vintage Portland | — | 6,222 | 23,012 | 1,093 | 13,624 | 6,222 | 32,844 | 4,885 | 43,951 | 7,067 | 36,884 | 1894 | 7/9/2012 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
W Los Angeles - West Beverly Hills | — | 24,403 | 93,203 | 3,600 | 22,493 | 24,403 | 111,667 | 7,629 | 143,699 | 19,693 | 124,006 | 1969 | 8/23/2012 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Zelos San Francisco | — | — | 63,430 | 3,780 | 8,850 | — | 69,322 | 6,738 | 76,060 | 14,704 | 61,356 | 1907 | 10/25/2012 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Embassy Suites San Diego Bay - Downtown | — | 20,103 | 90,162 | 6,881 | 14,747 | 20,103 | 101,204 | 10,586 | 131,893 | 20,177 | 111,716 | 1988 | 1/29/2013 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Modera | — | 8,215 | 37,874 | 1,500 | 5,645 | 8,215 | 41,001 | 4,018 | 53,234 | 6,777 | 46,457 | 1962 | 8/28/2013 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Zephyr Fisherman's Wharf | — | — | 116,445 | 3,550 | 34,144 | — | 146,535 | 7,604 | 154,139 | 19,468 | 134,671 | 1964 | 12/9/2013 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Pebblebrook Hotel Trust | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule III--Real Estate and Accumulated Depreciation - Continued | ||||||||||||||||||||||||||||||||||||||||||||||||||||
As of December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Hotel Zeppelin San Francisco (formerly Prescott Hotel) | — | 12,561 | 43,665 | 1,094 | 35,634 | 12,561 | 74,507 | 5,886 | 92,954 | 9,537 | 83,417 | 1913 | 5/22/2014 | 1-45 years | ||||||||||||||||||||||||||||||||||||||
The Nines, a Luxury Collection Hotel, Portland | — | 18,493 | 92,339 | 8,757 | 8,961 | 18,493 | 97,380 | 12,677 | 128,550 | 13,973 | 114,577 | 1909 | 7/17/2014 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Colonnade Coral Gables, a Tribute Portfolio Hotel (formerly The Westin Colonnade Coral Gables) | — | 12,108 | 46,317 | 1,271 | 18,940 | 12,108 | 58,347 | 8,181 | 78,636 | 8,217 | 70,419 | 1989 | 11/12/2014 | 2-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Palomar Los Angeles Beverly Hills | — | — | 90,675 | 1,500 | 12,965 | — | 99,234 | 5,906 | 105,140 | 9,242 | 95,898 | 1972 | 11/20/2014 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Union Station Hotel Nashville, Autograph Collection | — | — | 37,803 | 6,833 | 20,051 | — | 53,521 | 11,166 | 64,687 | 8,717 | 55,970 | 1900 | 12/10/2014 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Revere Hotel Boston Common | — | 41,857 | 207,817 | 10,596 | (50,173 | ) | 17,367 | 174,530 | 18,200 | 210,097 | 18,415 | 191,682 | 1972 | 12/18/2014 | 3-40 years | |||||||||||||||||||||||||||||||||||||
LaPlaya Beach Resort and LaPlaya Beach Club | — | 112,575 | 82,117 | 6,733 | 12,079 | 112,575 | 89,956 | 10,973 | 213,504 | 10,517 | 202,987 | 1968 | 5/21/2015 | 3-40 years | ||||||||||||||||||||||||||||||||||||||
Hotel Zoe San Francisco (formerly The Tuscan Fisherman's Wharf) | — | 29,125 | 90,323 | 2,500 | 18,534 | 29,125 | 104,560 | 6,797 | 140,482 | 9,690 | 130,792 | 1990 | 6/11/2015 | 2-40 years | ||||||||||||||||||||||||||||||||||||||
$ | 70,573 | $ | 472,891 | $ | 1,947,010 | $ | 116,983 | $ | 367,188 | $ | 448,401 | $ | 2,205,315 | $ | 250,356 | $ | 2,904,072 | $ | 447,622 | $ | 2,456,450 |
Pebblebrook Hotel Trust | |||
Schedule III--Real Estate and Accumulated Depreciation - Continued | |||
As of December 31, 2017 | |||
(In thousands) | |||
Reconciliation of Real Estate and Accumulated Depreciation: | |||
Reconciliation of Real Estate: | |||
Balance at December 31, 2014 | $ | 2,538,270 | |
Acquisitions | 323,373 | ||
Capital expenditures | 101,131 | ||
Disposal of Assets | (6,013 | ) | |
Balance at December 31, 2015 | $ | 2,956,761 | |
Acquisitions | 319,800 | ||
Capital expenditures | 105,074 | ||
Disposal of Assets | (350,496 | ) | |
Balance at December 31, 2016 | $ | 3,031,139 | |
Acquisitions | — | ||
Capital expenditures | 80,737 | ||
Disposal of Assets | (207,804 | ) | |
Balance at December 31, 2017 | $ | 2,904,072 | |
Reconciliation of Accumulated Depreciation: | |||
Balance at December 31, 2014 | $ | 194,580 | |
Depreciation | 94,610 | ||
Disposal of Assets | (6,013 | ) | |
Balance at December 31, 2015 | $ | 283,177 | |
Depreciation | 101,060 | ||
Disposal of Assets | (25,752 | ) | |
Balance at December 31, 2016 | $ | 358,485 | |
Depreciation | 101,157 | ||
Disposal of Assets | (12,020 | ) | |
Balance at December 31, 2017 | $ | 447,622 |
Section | Page | ||||
1. | DEFINITIONS AND ACCOUNTING TERMS | 1 | |||
1.01 | Defined Terms | 1 | |||
1.02 | Other Interpretive Provisions | 35 | |||
1.03 | Accounting Terms. | 35 | |||
1.04 | Rounding | 36 | |||
1.05 | Times of Day; Rates | 37 | |||
1.06 | Letter of Credit Amounts | 37 | |||
1.07 | Addition/Removal of Unencumbered Borrowing Base Properties. | 37 | |||
2. | THE COMMITMENTS AND CREDIT EXTENSIONS | 38 | |||
2.01 | The Loans | 38 | |||
2.02 | Borrowings, Conversions and Continuations of Loans. | 38 | |||
2.03 | Letters of Credit. | 40 | |||
2.04 | Swing Line Loans. | 49 | |||
2.05 | Prepayments. | 51 | |||
2.06 | Termination or Reduction of Commitments | 52 | |||
2.07 | Repayment of Loans. | 53 | |||
2.08 | Interest. | 53 | |||
2.09 | Fees | 54 | |||
2.10 | Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. | 55 | |||
2.11 | Evidence of Debt. | 55 | |||
2.12 | Payments Generally; Administrative Agent’s Clawback. | 56 | |||
2.13 | Sharing of Payments by Lenders | 58 | |||
2.14 | Extension of Maturity Date in Respect of Revolving Credit Facility. | 58 | |||
2.15 | Increase in Total Credit Exposure. | 60 | |||
2.16 | Cash Collateral. | 61 | |||
2.17 | Defaulting Lenders. | 62 | |||
3. | TAXES, YIELD PROTECTION AND ILLEGALITY | 64 | |||
3.01 | Taxes. | 64 | |||
3.02 | Illegality | 69 | |||
3.03 | Inability to Determine Rates | 69 | |||
3.04 | Increased Costs; Reserves on Eurodollar Rate Loans. | 70 | |||
3.05 | Compensation for Losses | 72 | |||
3.06 | Mitigation Obligations; Replacement of Lenders. | 72 | |||
3.07 | Survival | 73 | |||
4. | CONDITIONS PRECEDENT TO CREDIT EXTENSIONS | 73 | |||
4.01 | Conditions of Initial Credit Extension | 73 | |||
4.02 | Conditions to all Credit Extensions | 75 | |||
5. | REPRESENTATIONS AND WARRANTIES | 76 | |||
5.01 | Existence, Qualification and Power | 76 | |||
5.02 | Authorization; No Contravention | 76 |
Section | Page | ||||
5.03 | Governmental Authorization; Other Consents | 76 | |||
5.04 | Binding Effect | 76 | |||
5.05 | Financial Statements; No Material Adverse Effect. | 76 | |||
5.06 | Litigation | 77 | |||
5.07 | No Default | 77 | |||
5.08 | Ownership of Property; Liens; Investments. | 77 | |||
5.09 | Environmental Compliance. | 78 | |||
5.10 | Insurance | 79 | |||
5.11 | Taxes | 79 | |||
5.12 | ERISA Compliance. | 80 | |||
5.13 | Subsidiaries; Equity Interests | 80 | |||
5.14 | Margin Regulations; Investment Company Act. | 81 | |||
5.15 | Disclosure | 81 | |||
5.16 | Compliance with Laws | 82 | |||
5.17 | Taxpayer Identification Number | 82 | |||
5.18 | Intellectual Property; Licenses, Etc | 82 | |||
5.19 | Solvency | 82 | |||
5.20 | Casualty, Etc | 82 | |||
5.21 | Labor Matters | 82 | |||
5.22 | REIT Status | 82 | |||
5.23 | Unencumbered Borrowing Base Properties | 83 | |||
5.24 | OFAC | 83 | |||
5.25 | Anti-Corruption Laws | 83 | |||
5.26 | EEA Financial Institutions | 83 | |||
6. | AFFIRMATIVE COVENANTS | 83 | |||
6.01 | Financial Statements | 83 | |||
6.02 | Certificates; Other Information | 84 | |||
6.03 | Notices | 86 | |||
6.04 | Payment of Obligations | 87 | |||
6.05 | Preservation of Existence, Etc | 87 | |||
6.06 | Maintenance of Properties | 87 | |||
6.07 | Maintenance of Insurance | 87 | |||
6.08 | Compliance with Laws and Contractual Obligations | 87 | |||
6.09 | Books and Records | 88 | |||
6.10 | Inspection Rights | 88 | |||
6.11 | Use of Proceeds | 88 | |||
6.12 | Additional Guarantors | 88 | |||
6.13 | Release of Guarantors | 88 | |||
6.14 | Further Assurances | 88 | |||
6.15 | Additional Insurance Requirements for Unencumbered Borrowing Base Properties. | 89 | |||
6.16 | Anti-Corruption Laws | 91 |
Section | Page | ||||
7. | NEGATIVE COVENANTS | 91 | |||
7.01 | Liens | 91 | |||
7.02 | Investments | 93 | |||
7.03 | Indebtedness | 94 | |||
7.04 | Fundamental Changes | 95 | |||
7.05 | Dispositions | 95 | |||
7.06 | Restricted Payments. | 96 | |||
7.07 | Change in Nature of Business | 97 | |||
7.08 | Transactions with Affiliates | 97 | |||
7.09 | Burdensome Agreements | 97 | |||
7.10 | Use of Proceeds | 98 | |||
7.11 | Financial Covenants. | 98 | |||
7.12 | Capital Expenditures | 99 | |||
7.13 | Accounting Changes | 99 | |||
7.14 | Ownership of Subsidiaries; Certain Real Property Assets | 99 | |||
7.15 | Leases | 100 | |||
7.16 | Sale Leasebacks | 100 | |||
7.17 | Sanctions | 100 | |||
7.18 | ERISA | 100 | |||
7.19 | Anti-Corruption Laws | 100 | |||
8. | EVENTS OF DEFAULT AND REMEDIES | 100 | |||
8.01 | Events of Default | 100 | |||
8.02 | Remedies Upon Event of Default | 102 | |||
8.03 | Application of Funds | 103 | |||
9. | ADMINISTRATIVE AGENT | 104 | |||
9.01 | Appointment and Authority | 104 | |||
9.02 | Rights as a Lender | 104 | |||
9.03 | Exculpatory Provisions | 104 | |||
9.04 | Reliance by Administrative Agent | 105 | |||
9.05 | Delegation of Duties | 105 | |||
9.06 | Resignation or Removal of Administrative Agent | 106 | |||
9.07 | Non-Reliance on Administrative Agent and Other Lenders | 107 | |||
9.08 | No Other Duties, Etc | 107 | |||
9.09 | Administrative Agent May File Proofs of Claim | 107 | |||
9.10 | Guaranty Matters | 108 | |||
10. | MISCELLANEOUS | 108 | |||
10.01 | Amendments, Etc | 108 | |||
10.02 | Notices; Effectiveness; Electronic Communication. | 110 | |||
10.03 | No Waiver; Cumulative Remedies; Enforcement | 112 | |||
10.04 | Expenses; Indemnity; Damage Waiver. | 113 | |||
10.05 | Payments Set Aside | 115 | |||
10.06 | Successors and Assigns. | 115 |
Section | Page | ||||
10.07 | Treatment of Certain Information; Confidentiality | 120 | |||
10.08 | Right of Setoff | 120 | |||
10.09 | Interest Rate Limitation | 121 | |||
10.10 | Counterparts; Integration; Effectiveness | 121 | |||
10.11 | Survival of Representations and Warranties | 121 | |||
10.12 | Severability | 122 | |||
10.13 | Replacement of Lenders | 122 | |||
10.14 | Governing Law; Jurisdiction; Etc. | 122 | |||
10.15 | Waiver of Jury Trial | 123 | |||
10.16 | No Advisory or Fiduciary Responsibility | 124 | |||
10.17 | Electronic Execution of Assignments and Certain Other Documents | 124 | |||
10.18 | USA PATRIOT Act | 124 | |||
10.19 | Entire Agreement | 125 | |||
10.20 | Restatement of Original Credit Agreement | 125 | |||
10.21 | ERISA | 125 | |||
10.22 | Acknowledgement and Consent to Bail‑In of EEA Financial Institutions | 125 | |||
11. | GUARANTY | 126 | |||
11.01 | The Guaranty. | 126 | |||
11.02 | Obligations Unconditional | 126 | |||
11.03 | Reinstatement | 127 | |||
11.04 | Certain Waivers | 127 | |||
11.05 | Remedies | 128 | |||
11.06 | Rights of Contribution | 128 | |||
11.07 | Guaranty of Payment; Continuing Guaranty | 128 | |||
11.08 | Keepwell | 128 |
Pricing Level | Consolidated Leverage Ratio | Revolving Credit Facility | Revolving Credit Facility | Term Facility | Term Facility |
Eurodollar Rate Loans and Letter of Credit Fees | Base Rate Loans and Swing Line Loans | Eurodollar Rate Loans | Base Rate Loans | ||
I | < 3.5x | 1.45% | 0.45% | 1.40% | 0.40% |
II | ≥3.5x and <4.0x | 1.50% | 0.50% | 1.45% | 0.45% |
III | ≥4.0x and <5.0x | 1.60% | 0.60% | 1.55% | 0.55% |
IV | ≥ 5.0x and < 5.5x | 1.80% | 0.80% | 1.75% | 0.75% |
V | ≥5.5x and <6.0x | 1.95% | 0.95% | 1.85% | 0.85% |
VI | ≥6.0x | 2.25% | 1.25% | 2.20% | 1.20% |
Debt Rating | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Term Facility | Term Facility |
Facility Fee Rate | Eurodollar Rate Loans and Letters of Credit | Base Rate Loans and Swing Line Loans | Eurodollar Rate Loans | Base Rate Loans | |
≥ A-/A3 | 0.125% | 0.875% | 0.000% | 0.900% | 0.000% |
BBB+/Baa1 | 0.150% | 0.900% | 0.000% | 0.950% | 0.000% |
BBB/Baa2 | 0.200% | 1.000% | 0.050% | 1.100% | 0.100% |
BBB-/Baa3 | 0.250% | 1.250% | 0.250% | 1.350% | 0.350% |
<BBB-/Baa3 or Unrated | 0.300% | 1.550% | 0.550% | 1.750% | 0.750% |
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
PEBBLEBROOK HOTEL TRUST, a | ||
Maryland Real Estate Investment Trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President and | ||
Chief Financial Officer |
HUSKIES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GATOR OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
BLUE DEVILS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
RUNNING REBELS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLVERINES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAZORBACKS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
GOLDEN EAGLES OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLFPACK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MINERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HOYAS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
DONS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CRUSADERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MENUDO OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RHCP HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
FLATTS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
NKOTB OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEAVERS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CREEDENCE HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HAZEL OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
ORANGEMEN OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
TERRAPINS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
PORTLAND HOTEL TRUST, a Maryland | ||
real estate investment trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GOLDEN BEARS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEARCATS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
JAYHAWK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WILDCATS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
SOUTH 17TH STREET OWNERCO, L.P., a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAMBLERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BANK OF AMERICA, N.A., as the | ||
Administrative Agent, the L/C Issuer, the Swing | ||
Line Lender and a Lender | ||
By: | /s/ Roger C. Davis | |
Name: Roger C. Davis | ||
Title: Senior Vice President |
WELLS FARGO BANK, NATIONAL | ||
ASSOCIATION, as a Lender | ||
By: | /s/ Mark F. Monahan | |
Name: Mark F. Monahan | ||
Title: Senior Vice President |
CITIBANK, N.A., as a Lender | ||
By: | /s/ John Rowland | |
Name: John Rowland | ||
Title: Regional Head of Corporate Loan Portfolio |
U.S. BANK NATIONAL ASSOCIATION, as | ||
a Lender | ||
By: | /s/ Lori Y. Jensen | |
Name: Lori Y. Jensen | ||
Title: Senior Vice President |
RAYMOND JAMES BANK, N.A., as a | ||
Lender | ||
By: | /s/ Matt Stein | |
Name: Matt Stein | ||
Title: Vice President |
PNC BANK, NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Katie Chowdhry | |
Name: Katie Chowdhry | ||
Title: Vice President |
REGIONS BANK, as a Lender | ||
By: | /s/ T. Barrett Vawter | |
Name: T. Barrett Vawter | ||
Title: Vice President |
CAPITAL ONE, NATIONAL | ||
ASSOCIATION, as a Lender | ||
By: | /s/ Barbara Heubner | |
Name: Barbara Heubner | ||
Title: Vice President |
BRANCH BANKING AND TRUST | ||
COMPANY, as a Lender | ||
By: | /s/ Brad Bowen | |
Name: Brad Bowen | ||
Title: Senior Vice President |
TD BANK, N.A., as a Lender | ||
By: | /s/ Michael Duganich | |
Name: Michael Duganich | ||
Title: Vice President |
SUMITOMO MITSUI BANKING | ||
CORPORATION, as a Lender | ||
By: | /s/ Keith Connolly | |
Name: Keith Connolly | ||
Title: General Manager |
Lender | Revolving Credit Commitment | Applicable Revolving Credit Percentage | Term Commitment | Applicable Term Loan Percentage | Total | ||||||||
Bank of America, N.A. | $ | 60,000,000.00 | 13.333333333 | % | $ | 40,000,000.00 | 13.333333333 | % | $ | 100,000,000.00 | |||
U.S. Bank National Association | $ | 54,000,000.00 | 12.000000000 | % | $ | 36,000,000.00 | 12.000000000 | % | $ | 90,000,000.00 | |||
Raymond James Bank, N.A. | $ | 51,000,000.00 | 11.333333333 | % | $ | 34,000,000.00 | 11.333333333 | % | $ | 85,000,000.00 | |||
Regions Bank | $ | 51,000,000.00 | 11.333333333 | % | $ | 34,000,000.00 | 11.333333333 | % | $ | 85,000,000.00 | |||
Wells Fargo Bank, National Association | $ | 51,000,000.00 | 11.333333333 | % | $ | 34,000,000.00 | 11.333333333 | % | $ | 85,000,000.00 | |||
Citigroup Global Markets, Inc. | $ | 39,000,000.00 | 8.666666667 | % | $ | 26,000,000.00 | 8.666666667 | % | $ | 65,000,000.00 | |||
PNC Bank, National Association | $ | 39,000,000.00 | 8.666666667 | % | $ | 26,000,000.00 | 8.666666667 | % | $ | 65,000,000.00 | |||
Sumitomo Mitsui Banking Corporation | $ | 39,000,000.00 | 8.666666667 | % | $ | 26,000,000.00 | 8.666666667 | % | $ | 65,000,000.00 | |||
Capital One, National Association | $ | 30,000,000.00 | 6.666666667 | % | $ | 20,000,000.00 | 6.666666667 | % | $ | 50,000,000.00 | |||
Branch Banking and Trust Company | $ | 24,000,000.00 | 5.333333333 | % | $ | 16,000,000.00 | 5.333333333 | % | $ | 40,000,000.00 | |||
TD Bank, N.A. | $ | 12,000,000.00 | 2.666666667 | % | $ | 8,000,000.00 | 2.666666667 | % | $ | 20,000,000.00 | |||
Total | $ | 450,000,000.00 | 100.000000000 | % | $ | 300,000,000.00 | 100.000000000 | % | $ | 750,000,000.00 |
1. | Pebblebrook Hotel Trust owns 99.66% of the limited partnership interest of Pebblebrook Hotel, L.P. |
2. | Pebblebrook Hotel, L.P. owns 98% of the common stock of Pebblebrook Hotel Lessee, Inc. |
3. | DC Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
4. | Pebblebrook Hotel, L.P. owns 100% of the common shares of DC Hotel Trust |
5. | Portland Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
6. | Pebblebrook Hotel, L.P. owns 100% of the common shares of Portland Hotel Trust |
7. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Tar Heel Borrower LLC |
8. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
9. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Tar Heel Lessee LLC |
10. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Gator Owner LLC |
11. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Gator Lessee LLC |
12. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Orangemen Owner LLC |
13. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Orangemen Lessee LLC |
14. | DC Hotel Trust owns 100% of the membership interests of Jayhawk Owner LLC |
15. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Jayhawk Lessee LLC |
16. | Jayhawk Lessee LLC owns 100% of the membership interests of DH Restaurant DC LLC |
17. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Huskies Owner LLC |
18. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Huskies Lessee LLC |
19. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Terrapins Owner LLC |
20. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
21. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Terrapins Lessee LLC |
22. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Blue Devils Owner LLC |
23. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Blue Devils Lessee LLC |
24. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Spartans Owner LLC |
25. | Spartans Owner LLC owns 11% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
26. | Spartans Owner LLC owns a 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
27. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
28. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
29. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Spartans Lessee LLC |
30. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine, LLC |
31. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
32. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wildcats Owner LLC |
33. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wildcats Lessee LLC |
34. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bruins Owner LLC |
35. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bruins Lessee LLC |
36. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Razorbacks Owner LLC |
37. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Razorbacks Lessee LLC |
38. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Running Rebels Owner LLC |
39. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Running Rebels Lessee LLC |
40. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolverines Owner LLC |
41. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolverines Lessee LLC |
42. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
43. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
44. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
45. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
46. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
47. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
48. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
49. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
50. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
51. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
52. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoosiers Owner LLC |
53. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoosiers Lessee LLC |
54. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Cardinals Owner LLC |
55. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
56. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
57. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Cardinals Lessee LLC |
58. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
59. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., Lessee LLC |
60. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoyas Owner LLC |
61. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoyas Lessee LLC |
62. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolfpack Owner LLC |
63. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolfpack Lessee LLC |
64. | Portland Hotel Trust owns 100% of the membership interests of Golden Eagles Owner LLC |
65. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Eagles Lessee LLC |
66. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Miners Owner LLC |
67. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Miners Hotel Owner LP |
68. | Miners Owner LLC owns 1% of the general partnership interests of Miners Hotel Owner LP |
69. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Miners Lessee LLC |
70. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Ramblers Owner LLC |
71. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Ramblers Hotel Owner LP |
72. | Ramblers Owner LLC owns 1% of the general partnership interests of Ramblers Hotel Owner LP |
73. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Ramblers Lessee LLC |
74. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bearcats Owner LLC |
75. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Bearcats Hotel Owner LP |
76. | Bearcats Owner LLC owns 1% of the general partnership interests of Bearcats Hotel Owner LP |
77. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bearcats Lessee LLC |
78. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Buckeyes Owner LLC |
79. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Buckeyes Hotel Owner LP |
80. | Buckeyes Owner LLC owns 1% of the general partnership interests of Buckeyes Hotel Owner LP |
81. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Buckeyes Lessee LLC |
82. | Portland Hotel Trust owns 100% of the membership interests of Golden Bears Owner LLC |
83. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Bears Lessee LLC |
84. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Dons Owner LLC |
85. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Dons Hotel Owner LP |
86. | Dons Owner LLC owns 1% of the general partnership interests of Dons Hotel Owner LP |
87. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Dons Lessee LLC |
88. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Crusaders Owner LLC |
89. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Crusaders Hotel Owner LP |
90. | Crusaders Owner LLC owns 1% of the general partnership interests of Crusaders Hotel Owner LP |
91. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Crusaders Lessee LLC |
92. | Portland Hotel Trust owns 100% of the membership interests of Beavers Owner LLC |
93. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Beavers Lessee LLC |
94. | Pebblebrook Hotel, L.P. owns 99.99% of the membership interests of Flatts Owner LLC |
95. | Pebblebrook Hotel Lessee, Inc. owns 0.01% of the membership interests of Flatts Owner LLC |
96. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Flatts Lessee LLC |
97. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Menudo Owner LLC |
98. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Menudo Lessee LLC |
99. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of RHCP Owner LLC |
100. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of RHCP Hotel Owner LP |
101. | RHCP Owner LLC owns 1% of the general partnership interests of RHCP Hotel Owner LP |
102. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of RHCP Lessee LLC |
103. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of NKOTB Owner LLC |
104. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of NKOTB Lessee LLC |
105. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hazel Owner LLC |
106. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hazel Lessee LLC |
107. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Creedence Owner LLC |
108. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Creedence Hotel Owner LP |
109. | Creedence Owner LLC owns 1% of the general partnership interests of Creedence Hotel Owner LP |
110. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Creedence Lessee LLC |
Property | In PEB Program | |
Sir Francis Drake | Y | Property, GL, and Umbrella |
InterContinental Buckhead | Y | Property, GL, and Umbrella |
Grand Hotel Minneapolis | Y | Property, GL, and Umbrella |
Hotel Monaco Washington DC | Y | Property, GL, and Umbrella |
Skamania Lodge | Y | Property, GL, and Umbrella |
Le Méridien Delfina | Y | Property, GL, and Umbrella |
Sofitel Philadelphia | Y | Property, GL, and Umbrella |
Argonaut Hotel | Y | Property, GL, and Umbrella |
Westin Gaslamp | Y | Property, GL, and Umbrella |
Hotel Monaco Seattle | Y | Property, GL, and Umbrella |
Mondrian Los Angeles | Y | Property, GL, and Umbrella |
W Boston | Y | Property, GL, and Umbrella |
Hotel Zetta | Y | Property, GL, and Umbrella |
Hotel Vintage Seattle | Y | Property, GL, and Umbrella |
Hotel Vintage Portland | Y | Property, GL, and Umbrella |
W Los Angeles-West Beverly Hills | Y | Property, GL, and Umbrella |
Hotel Zelos San Francisco | Y | Property, GL, and Umbrella |
Embassy Suites San Diego | Y | Property, GL, and Umbrella |
Hotel Modera | Y | Property, GL, and Umbrella |
Hotel Zephyr Fisherman’s Wharf | Y | Property, GL, and Umbrella |
Hotel Zeppelin San Francisco | Y | Property, GL, and Umbrella |
The Nines Hotel | Y | Property, GL, and Umbrella |
Hotel Colonnade Coral Gables | Y | Property, GL and Umbrella |
Hotel Palomar Los Angeles Beverly Hills | Y | Property, GL and Umbrella |
Revere Hotel Boston Common | Y | Property, GL and Umbrella |
LaPlaya Beach Resort & Club | Y | Property, GL and Umbrella |
Hotel Zoe San Francisco | Y | Property, GL and Umbrella |
Union Station Nashville | Y | Property, GL and Umbrella |
28 Properties |
• | Locations situated within a Designated 100 Year Flood Zone: Maximum limits available from the National Flood Insurance Program (NFIP) whether purchased or not. A $100,000 Deductible shall apply to Business Interruption. |
• | Named Windstorm Flood in Tier One Counties: 5% per Unit of Insurance subject to a $1,000,000 Minimum per Occurrence |
• | California Earthquake: 15% per Unit of Insurance subject to a $250,000 Minimum per Occurrence |
• | Pacific Northwest Counties Earthquake: 2% per Unit of Insurance subject to a $100,000 Minimum per Occurrence |
State | Tier I Counties |
Alabama | Baldwin, Mobile |
Florida | Entire State |
Georgia | Bryan, Camden, Chatham, Glynn, Liberty, McIntosh |
Hawaii | Entire state |
Louisiana | Cameron, Iberia, Jefferson, Lafourche, Orleans, Plaquemines, St. Mary, St. Tammany, Terrebonne, Vermilion |
Mississippi | Hancock, Harrison, Jackson |
North Carolina | Beaufort, Brunswick, Carteret, Craven, Dare, Hyde, New Hanover, Onslow, Pamlico, Pender |
South Carolina | Beaufort, Berkley, Charleston, Colleton, Georgetown, Horry, Jasper |
Texas | Aransas, Brazoria, Calhoun, Cameron, Chambers, Galveston, Harris (entire County), Jackson, Jefferson, Kenedy, Kleberg, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy |
Virginia | Accomack, Northampton, Virginia Beach City, Chesapeake, Gloucester, Hampton City, Lancaster, Mathews, Middlesex, Newport News, Norfolk City, Northumberland, Poquoson City, Portsmouth city, Suffolk City, York |
• | Washington: Callum, Jefferson, King, Kitsap, Mason Pierce, San Juan, Skagit, Snohomish, Thurston and Watcom counties. |
• | Oregon: Clatsop, Columbia, Tillamook, Washington, Pol, Clackamas, Marion, Hood River, Multnomah and Yamhill counties. |
PROPOSED INSURANCE COMPANIES | A.M. BEST'S RATING |
Allied World Assurance Co (U.S.) Inc. | A XV |
Arch Specialty Insurance Company | A+ XV |
AXIS Surplus Insurance Company | A+ XV |
Colony Insurance Company | A XII |
Endurance American Specialty Ins Co | A+ XV |
Everest Indemnity Insurance Company | A+ XV |
General Security Indemnity Co of Arizona | A XV |
Hiscox Insurance Company Inc. | A XI |
Homeland Insurance Company of New York | A X |
International Insurance Company of Hannover SE | A+ XV |
Interstate Fire & Casualty Company | A+ XV |
National Fire & Marine Insurance Co | A++ XV |
RSUI Indemnity Company | A+ XIV |
Underwriters at Lloyd's London | A XV |
Underwriters at Lloyd's London (KY) | A XV |
Underwriters at Lloyd's London | A XV |
United Specialty Insurance Company | A IX |
Westchester Surplus Lines Insurance Co | A++ XV |
Westport Insurance Corporation | A+ XV |
Loan Party/Subsidiary | Capital/Ownership Structure | Percentage Owned by Holder(s) |
Pebblebrook Hotel, L.P. | Pebblebrook Hotel Trust Jon E. Bortz Raymond D. Martz Thomas C. Fisher | 99.66% limited partnership interest .16% limited partnership interest .09% limited partnership interest .10% limited partnership interest |
Pebblebrook Hotel Lessee, Inc. | Pebblebrook Hotel, L.P. | 98% common stock |
Pebblebrook Hotel Lessee, Inc. | DC Hotel Trust | 1% common stock |
DC Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Pebblebrook Hotel Lessee, Inc. | Portland Hotel Trust | 1% common stock |
Portland Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Tar Heel Borrower LLC | Tar Heel Owner LLC | 100% |
Tar Heel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Tar Heel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Gator Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Gator Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Orangemen Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Orangemen Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Jayhawk Owner LLC | DC Hotel Trust | 100% |
Jayhawk Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
DH Restaurant DC LLC | Jayhawk Lessee LLC | 100% |
Huskies Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Huskies Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Terrapins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Skamania Lodge Furnishings LLC | Terrapins Owner LLC | 100% |
Terrapins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Owner LLC | Pebblebrook Hotel, L.P. | 100% |
South 17th Street OwnerCo Mezzanine, L.P. | Spartans Owner LLC | 11% |
South 17th Street OwnerCo, LP | Spartans Owner LLC | 0.1% |
South 17th Street OwnerCo, LP | South 17th Street OwnerCo Mezzanine, LP | 99.9% |
South 17th Street OwnerCo Mezzanine, L.P. | Pebblebrook Hotel, L.P. | 89% |
South 17th Street LeaseCo Mezzanine, LP | Spartans Lessee LLC | 100% |
South 17th Street LeaseCo, LP | South 17th Street LeaseCo Mezzanine, LP | 100% |
Spartans Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Spartans Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wildcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wildcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Razorbacks Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Razorbacks Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Running Rebels Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Running Rebels Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolverines Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolverines Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Sunset Restaurant LLC | Wolverines Lessee LLC | 50% |
Sunset Restaurant LLC | Mondrian Pledgor LLC | 50% |
Mondrian Pledgor LLC | Wolverines Lessee LLC | 100% |
8440 LLC | Sunset Restaurant LLC | 0.01% |
8440 LLC | Mondrian Pledgor LLC | 99.99% |
Hoosiers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoosiers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Cardinals Owner LLC | Pebblebrook Hotel, L.P. | 100% |
371 Seventh Avenue Co., LLC | Cardinals Owner LLC | 100% |
150 East 34th Street Co., LLC | Cardinals Owner LLC | 100% |
Cardinals Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
371 Seventh Avenue Co., Lessee LLC | Cardinals Lessee LLC | 100% |
150 East 34th Street Co., Lessee LLC | Cardinals Lessee LLC | 100% |
Hoyas Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoyas Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolfpack Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolfpack Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Golden Eagles Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Eagles Owner LLC | Portland Hotel Trust | 100% |
Miners Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Miners Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Miners Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Miners Hotel Owner LP | Miners Owner LLC | 1% |
Ramblers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Ramblers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Ramblers Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Ramblers Hotel Owner LP | Ramblers Owner LLC | 1% |
Bearcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bearcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Bearcats Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Bearcats Hotel Owner LP | Bearcats Owner LLC | 1% |
Buckeyes Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Buckeyes Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Buckeyes Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Buckeyes Hotel Owner LP | Buckeyes Owner LLC | 1% |
Golden Bears Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Bears Owner LLC | Portland Hotel Trust | 100% |
Dons Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Dons Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Dons Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Dons Hotel Owner LP | Dons Owner LLC | 1% |
Crusaders Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Crusaders Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Crusaders Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Crusaders Hotel Owner LP | Crusaders Owner LLC | 1% |
Beavers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Beavers Owner LLC | Portland Hotel Trust | 100% |
Flatts Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Flatts Owner LLC | Pebblebrook Hotel, L.P. | 99.99% |
Flatts Owner LLC | Pebblebrook Hotel Lessee, Inc. | 0.01% |
Menudo Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Menudo Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
RHCP Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
RHCP Hotel Owner LP | RHCP Owner LLC | 1% |
NKOTB Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
NKOTB Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Hazel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hazel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Creedence Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Creedence Hotel Owner LP | Creedence Owner LLC | 1% |
Subsidiary | Jurisdiction | # of ownership interests of each class outstanding | # and percentage of outstanding ownership interests by Parent REIT, Borrower and Subsidiaries | Outstanding options, warrants, rights of conversion or purchase and all other similar rights | Guarantor under Credit Agreement [yes/no] | Borrowing Base Properties owned by such Loan Party |
Pebblebrook Hotel Lessee, Inc. | DE | 980 shares of common stock | 98% by Pebblebrook Hotel, L.P., 1% by DC Hotel Trust and 1% by Portland Hotel Trust | None | No | None |
Pebblebrook Hotel, L.P. | DE | 68,816,375common units and 236,351 LTIP units | 99.66% limited partnership interest by Pebblebrook Hotel Trust | None | No | None |
DC Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Portland Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Tar Heel Borrower LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Tar Heel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Gator Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Grand Hotel Minneapolis |
Gator Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Orangemen Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | InterContinental Buckhead |
Orangemen Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Jayhawk Owner LLC | DE | N/A | 100% by DC Hotel Trust | None | Yes | Hotel Monaco Washington DC |
Jayhawk Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
DH Restaurant DC LLC | DE | N/A | 100% by Jayhawk Lessee LLC | None | No | None |
Huskies Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Sir Francis Drake |
Huskies Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Terrapins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Skamania Lodge |
Terrapins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Blue Devils Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Le Méridien Delfina |
Blue Devils Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Spartans Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Spartans Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
South 17th Street OwnerCo Mezzanine L.P. | DE | N/A | 11% by Spartans Owner LLC 89% by Pebblebrook Hotel, L.P. | None | No | None |
South 17th Street OwnerCo, LP | DE | N/A | 0.1% by Spartans Owner LLC 99.9% by South 17th Street OwnerCo Mezzanine, L.P. | None | Yes | Sofitel Philadelphia |
South 17th Street LeaseCo Mezzanine, LP | DE | N/A | 100% by Spartans Lessee LLC | None | No | None |
South 17th Street LeaseCo, LP | DE | N/A | 100% by South 17th Street LeaseCo Mezzanine, LP | None | No | None |
Wildcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Argonaut Hotel |
Wildcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bruins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bruins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Razorbacks Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | W Boston |
Razorbacks Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Running Rebels Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Monaco Seattle |
Running Rebels Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolverines Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Mondrian Los Angeles |
Wolverines Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hoosiers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Hoosiers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Cardinals Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Cardinals Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
371 Seventh Avenue Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
371 Seventh Avenue Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
150 East 34th Street Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
150 East 34th Street Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
Hoyas Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Zetta |
Hoyas Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolfpack Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Vintage Seattle |
Wolfpack Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Eagles Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Vintage Portland |
Golden Eagles Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Miners Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Miners Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Miners Owner LLC | None | Yes | W Los Angeles-West Beverly Hills |
Miners Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Ramblers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Ramblers Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Ramblers Owner LLC | None | Yes | Hotel Zelos San Francisco |
Ramblers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bearcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bearcats Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Bearcats Owner LLC | None | Yes | Embassy Suites San Diego |
Bearcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Buckeyes Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Buckeyes Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Buckeyes Owner LLC | None | No | None |
Buckeyes Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Bears Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Modera |
Golden Bears Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Dons Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Dons Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Dons Owner LLC | None | Yes | Hotel Zephyr Fisherman’s Wharf |
Dons Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Crusaders Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Crusaders Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Crusaders Owner LLC | None | Yes | Hotel Zeppelin San Francisco |
Crusaders Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Beavers Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | The Nines Hotel |
Beavers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Flatts Owner LLC | DE | N/A | 99.99% by Pebblebrook Hotel, L.P and 0.01% by Pebblebrook Hotel Lessee, Inc. | None | Yes | Union Station Nashville |
Flatts Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Menudo Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | No | Hotel Colonnade Coral Gables |
Menudo Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
RHCP Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
RHCP Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by RHCP Owner LLC | None | Yes | Hotel Palomar Los Angeles Beverly Hills |
RHCP Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
NKOTB Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | Revere Hotel Boston Common |
NKOTB Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hazel Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | LaPlaya Beach Resort & Club |
Hazel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Creedence Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Creedence Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Creedence Owner LLC | None | Yes | Hotel Zoe San Francisco |
Creedence Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
1. | Pebblebrook Hotel, L.P. owns the common shares of DC Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of DC Hotel Trust |
2. | Pebblebrook Hotel, L.P. owns the common shares of Portland Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of Portland Hotel Trust |
3. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
4. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
5. | Jayhawk Lessee LLC owns 100% of the membership interests in DH Restaurant DC LLC |
6. | Spartans Owner LLC owns a 11% membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
7. | Spartans Owner LLC owns 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
8. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
9. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
10. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine LLC |
11. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
12. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
13. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
14. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
15. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
16. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
17. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
18. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
19. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
20. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
1. | Pebblebrook Hotel Lessee, Inc. |
2. | Gator Lessee LLC |
3. | Orangemen Lessee LLC |
4. | Jayhawk Lessee LLC |
5. | Huskies Lessee LLC |
6. | Terrapins Lessee LLC |
7. | Blue Devils Lessee LLC |
8. | Spartans Lessee LLC |
9. | Wildcats Lessee LLC |
10. | Bruins Lessee LLC |
11. | Razorbacks Lessee LLC |
12. | Running Rebels Lessee LLC |
13. | Wolverines Lessee LLC |
14. | Hoyas Lessee LLC |
15. | Wolfpack Lessee LLC |
16. | Golden Eagles Lessee LLC |
17. | Miners Lessee LLC |
18. | Ramblers Lessee LLC |
19. | Bearcats Lessee LLC |
20. | Golden Bears Lessee LLC |
21. | Dons Lessee LLC |
22. | Crusaders Lessee LLC |
23. | Beavers Lessee LLC |
24. | Menudo Lessee LLC |
25. | Flatts Lessee LLC |
26. | RHCP Lessee LLC |
27. | NKOTB Lessee LLC |
28. | Hazel Lessee LLC |
29. | Creedence Lesse LLC |
1. | Sir Francis Drake |
2. | Grand Hotel Minneapolis |
3. | Le Méridien Delfina |
4. | Hotel Monaco Seattle |
5. | Mondrian Los Angeles |
6. | W Boston |
7. | Hotel Zetta |
8. | Hotel Vintage Seattle |
9. | Hotel Vintage Portland |
10. | InterContinental Buckhead |
11. | Hotel Monaco Washington DC |
12. | Skamania Lodge |
13. | Argonaut Hotel |
14. | W Los Angeles – West Beverly Hills |
15. | Embassy Suites San Diego |
16. | Hotel Modera |
17. | Hotel Zephyr Fisherman’s Wharf |
18. | Hotel Zeppelin San Francisco |
19. | The Nines Hotel |
20. | Hotel Colonnade Coral Gables |
21. | Hotel Palomar Los Angeles Beverly Hills |
22. | Union Station Nashville |
23. | Revere Hotel Boston Commons |
24. | LaPlaya Beach Resort & Club |
25. | Hotel Zoe San Francisco |
26. | Sofitel Philadelphia |
27. | Hotel Zelos San Francisco |
1. | Hotel Monaco Washington, DC Ground Lease |
2. | Argonaut Hotel Ground Lease |
3. | Hotel Zelos San Francisco Ground Lease |
4. | Hotel Zephyr Fisherman’s Wharf Ground Lease |
5. | Hotel Zeppelin San Francisco Ground Lease |
Property | Loan Amount | Interest Rate | Expiration Date | |||
Westin Gaslamp Quarter | $71.72 | 3.69 | % | January 2020 |
☐ | A Borrowing of [Revolving Credit][Term] Loans |
☐ | A conversion of [Revolving Credit][Term] Loans from one Type to the other |
☐ | A continuation of Eurodollar Rate Loans |
1. | On (a Business Day). |
2. | In the amount of $ . |
3. | Comprised of . |
[Type of Loan requested] |
4. | For Eurodollar Rate Loans: with an Interest Period of [1 week] [ months]. |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
To: | Bank of America, N.A., as Swing Line Lender Bank of America, N.A., as Administrative Agent |
1. | On (a Business Day). |
2. | In the amount of $ . |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
Date | Type of Loan Made | Amount of Loan Made | End of Interest Period | Amount of Principal or Interest Paid This Date | Outstanding Principal Balance This Date | Notation Made By | ||||||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
Date | Type of Loan Made | Amount of Loan Made | End of Interest Period | Amount of Principal or Interest Paid This Date | Outstanding Principal Balance This Date | Notation Made By | ||||||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
I. Section 7.02(h)(i): Undeveloped or Speculative Land | |||
A. Undeveloped or Speculative Land, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 5 | % | |
II. Section 7.02(h)(ii): Income-Producing Real Properties | |||
A. Income-Producing Real Properties (other than hotels or similar hospitality properties), valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 10 | % | |
III. Section 7.02(h)(iii): Development/Redevelopment Properties | |||
A. Development/Redevelopment Properties with respect to which development activities are being undertaken, valued at cost (including all costs and expenses associated with all existing development activities (budget to completion)), at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
IV. Section 7.02(h)(iv): Unconsolidated Affiliates | |||
A. Unconsolidated Affiliates, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 20 | % | |
V. Section 7.02(h)(v): Mortgage or Real Estate-Related Loan Assets | |||
A. Mortgage or real-estate-related loan assets, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VI. Section 7.02(h)(vi): Equity Interests | |||
A. Equity Interests in any Person other than an Affiliate of the Borrower, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VII. Section 7.11(a): Consolidated Leverage Ratio | |||
A. Consolidated Funded Indebtedness at Statement Date: | $ |
B. Adjusted Unrestricted Cash at Statement Date: | $ | ||
C. Line A – Line B: | $ | ||
D. EBITDA (see Schedule 2) for four consecutive fiscal quarters ending on above date (“Subject Period”): | $ | ||
E. Consolidated Leverage Ratio ((Line C ÷ Line D): | _____________ to 1.0 | ||
Maximum permitted: | 6.75 to 1.03 | ||
VIII. Section 7.11(b): Consolidated Recourse Secured Indebtedness Limitation | |||
A. Consolidated Recourse Secured Indebtedness: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | ________________ % | ||
Maximum Permitted: | 5%4 | ||
IX. Section 7.11(c): Consolidated Secured Debt Limitation | |||
A. Consolidated Secured Debt: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 45 | % | |
X. Section 7.11(d): Consolidated Fixed Charge Coverage Ratio | |||
A. Adjusted EBITDA (see Schedule 2) for Subject Period: | $ | ||
1. Consolidated Interest Charges for Subject Period: | $ | ||
2. Current scheduled principal payments on Consolidated Funded Indebtedness (including current scheduled reductions in commitments, but excluding any payment of principal under the Loan Documents and any “balloon” payment or other final payment at maturity that is significantly larger than the scheduled payments that preceded it) for Subject Period: | $ | ||
3. Dividends and distributions paid in cash on preferred stock by the Consolidated Parties on a consolidated basis and all Unconsolidated Affiliates for Subject Period: | $ | ||
B. Consolidated Fixed Charges for Subject Period (Lines 1 + 2 + 3): | $ | ||
C. Consolidated Fixed Charge Coverage Ratio (Line A ÷ Line B): | ______________ to 1.0 | ||
3 Once during the term of the Agreement, the Borrower may deliver a written statement to the Administrative Agent in a Compliance Certificate that the Consolidated Leverage Ratio exceeds 6.75 to 1.0, so long as it does not exceed 7.0 to 1.0 as of the last day of the fiscal quarter for which such Compliance Certificate was delivered and the next three (3) consecutive fiscal quarters (or such shorter period if the Surge Period is terminated pursuant to the Agreement), subject to payment of a pricing premium of 35 bps as set forth in the Agreement. | |||
4 Once during the term of the Agreement, for up to four (4) consecutive quarters, Consolidated Recourse Secured Indebtedness may exceed 5% but not exceed 10% of Consolidated Total Asset Value. | |||
Minimum Required: | 1.5 to 1.0 | ||
XI. Section 7.11(e): Consolidated Unsecured Interest Coverage Ratio | |||
A. Net Operating Income (Schedule 3) from Unencumbered Borrowing Base Properties for Subject Period: | $ | ||
B. Unsecured Interest Charges for Subject Period: | $ |
C. Consolidated Unsecured Interest Coverage Ratio (Line A ÷ Line B): | __________ to 1.0 | ||
Minimum Required: | 2.0 to 1.0 | ||
XII. Section 7.11(f): Consolidated Tangible Net Worth | |||
1. Shareholder’s Equity at Statement Date | $ | ||
2. Intangible Assets of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
3. Accumulated Depreciation of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
A. Consolidated Tangible Net Worth (Line 1 – 2 + 3): | $ | ||
B. 75% of Consolidated Tangible Net Worth as of June 30, 2017: | $ | 1,400,772 | |
C. 75% of Net Proceeds of Equity Issuances by the Consolidated Parties after June 30, 2017: | $ | ||
D. Minimum required Consolidated Tangible Net Worth (Line B + Line C): | $ | ||
E. Excess (Deficiency) for covenant compliance (Line A – Line D): | $ | ||
XIII. Section 7.11(g): Unsecured Leverage Ratio | |||
A. Unsecured Indebtedness: | $ | ||
B. Unencumbered Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 60%5 | ||
XIV. Section 7.11(h): Restricted Payments | |||
A. FFO Distribution Allowance for Subject Period: | |||
5 The Unsecured Leverage Ratio may exceed 60% as of the last day of the fiscal quarter in which any material Acquisition occurs and the last day of the two (2) consecutive fiscal quarters thereafter (an "Unencumbered Leverage Increase Period"), provided that (i) the Unsecured Leverage ratio does not exceed 65%, (ii) no more than three (3) Unencumbered leverage Increase Periods have been elected during the term of the Agreement, and (iii) any such Unencumbered Leverage Increase Periods have been non-consecutive. | |||
1. Consolidated Net Income for Subject Period (see Note B below): | $ | ||
2. Depreciation expenses for Subject Period: | $ | ||
3. Amortization expenses for Subject Period: | $ | ||
B. FFO Distribution Allowance (0.95 x (Lines 1 + 2 + 3)): | $ | ||
Note A - in determining Line 1, adjust such line to (a) include (i) the Parent REITs’ interests in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, as may be amended from time to time, and (ii) amounts deducted from net income as a result of pre-funded fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the under-accrual of earn outs due to the FAS 141R Changes, and (b) exclude net income (or loss) of the Consolidated Parties on a consolidated basis such that Line 1 shall not include gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or redemptions of preferred stock or (iv) non-cash asset impairment charges. |
C. Restricted Payments made by the Consolidated Parties to the holders of their Equity Interest for Subject Period (see Note B below): | $ | ||
Note B - to the extent no Event of Default then exists or will result from same (or if an Event of Default then exists or will result from same, then so long as no Acceleration shall have occurred), each Loan Party shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to the Parent REIT, in each case to permit the Parent REIT to make Restricted Payments to the holder of Equity Interest in the Parent REIT to the extent necessary to maintain the Parent REITs status as a REIT and as necessary to pay any special or extraordinary tax liabilities then due (after taking into account any losses, offsets and credits, as applicable) on capital gains attributable to the Parent REIT. In addition, so long as no Acceleration shall have occurred, each TRS may make Restricted Payments to its parent entity to the extent necessary to pay any Tax then due in respect of the income of such TRS. | |||
D. Excess (Deficiency) for covenant compliance (Line B – Line C): | $ |
EBITDA and Consolidated Adjusted EBITDA | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Four Quarters Ended __________ | |
Consolidated Net Income | ||||||
+ | Consolidated Interest Charges | |||||
+/- | The net impact of Federal, state, local and foreign income taxes and credits | |||||
+ | Depreciation and Amortization Expenses | |||||
+ | Other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period | |||||
+ | Amounts deducted from net income as a result of fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the underaccrual of earn outs due to the FAS 141R Changes | |||||
+/- | The net impact of all non-cash items with respect to straight-lining of rents materially increasing or decreasing Consolidated Net Income |
+/- | All other non-cash items increasing or decreasing Consolidated Net Income (including non-cash revenues, expenses, gains or losses with respect to Excluded Capital Leases) | |||||
+/- | Net impact of hotel results on a Pro Forma Basis for hotels not owned during the entire Calculation Period | |||||
= | EBITDA | |||||
- | 4.0% FF&E Reserve (excluding revenues with respect to third-party space or retail leases) | |||||
= | Consolidated Adjusted EBITDA |
Net Operating Income | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Four Quarters Ended |
Net Operating Incomes from each Unencumbered Borrowing Base Property for Subject Period:6 | |||||
Sir Francis Drake | |||||
Grand Hotel Minneapolis | |||||
Le Méridien Delfina | |||||
Hotel Monaco Seattle | |||||
Mondrian Los Angeles | |||||
W Boston | |||||
Hotel Zetta | |||||
Hotel Vintage Seattle | |||||
Hotel Vintage Portland | |||||
InterContinental Buckhead | |||||
Hotel Monaco Washington DC | |||||
Skamania Lodge | |||||
Argonaut Hotel | |||||
W Los Angeles – West Beverly Hills | |||||
Embassy Suites San Diego |
Hotel Modera | |||||
Hotel Zephyr Fisherman’s Wharf | |||||
Hotel Zeppelin San Francisco | |||||
The Nines Hotel | |||||
Hotel Colonnade Coral Gables | |||||
Hotel Palomar Los Angeles Beverly Hills | |||||
Union Station Nashville | |||||
Revere Hotel Boston Commons | |||||
LaPlaya Beach Resort & Club | |||||
Hotel Zoe San Francisco | |||||
Sofitel Philadelphia | |||||
Hotel Zelos San Francisco | |||||
= Total Unencumbered Borrowing Base Net Operating Income | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 40% from any one Major MSA | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 33% from any one Other MSA | |||||
= Adjusted Total Unencumbered Borrowing Base Net Operating Income |
Assignor: | |
Assignee: | |
3. | Borrower: Pebblebrook Hotel, L.P. |
4. | Administrative Agent: Bank of America, N.A., as the administrative agent under the Credit Agreement |
5. | Credit Agreement: Fourth Amended and Restated Credit Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time), among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the “Borrower”), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “Parent REIT”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. |
6. | Assigned Interest[s]: |
Assignor | Assignee | Facility Assigned | Aggregate Amount of Commitment for all Lenders | Amount of Commitment Assigned | Percentage Assigned of Commitment | CUSIP Number |
____________ | $ ____________ | $___________ | _________ % | |||
7. | [Trade Date: __________________] |
ASSIGNOR | |
[NAME OF ASSIGNOR] | |
By: _____________________________________________ | |
Name: | |
Title: |
ASSIGNEE | |
[NAME OF ASSIGNEE] | |
By: _____________________________________________ | |
Name: | |
Title: |
BANK OF AMERICA, N.A., as | |
Administrative Agent | |
By: _____________________________________________ | |
Name: | |
Title: |
By: _____________________________________________ | |
Name: | |
Title: |
1. | Borrower or Deal Name: | |
E-mail this document with your commitment letter to: | ||
E-mail address of recipient: |
2. | Legal Name of Lender of Record for Signature Page | |
Markit Entity Identifier (MEI) #: | ||
Fund Manager Name (if applicable): | ||
Legal Address from Tax Document of Lender of Record: | ||
Country: | ||
Address: | ||
City: State/Province: Postal Code: |
3. | Domestic Funding Address: | 4. | Eurodollar Funding Address (if different than #3): | |
Street Address: | Street Address: | |||
Suite/Mail Code: | Suite/Mail Code: | |||
City: State: | City: State: | |||
Postal Code: Country: | Postal Code: Country: |
5. | Credit Contact Information: | |||
1. | Syndicate level information (which may contain material non-public information about the Borrower and its related parties or their respective securities will be made available to the Credit Contact(s). The Credit Contacts identified must be able to receive such information in accordance with his/her institution's compliance procedures and applicable laws, including Federal and State securities laws. | |||
Primary Credit Contact: | Primary Credit Contact: | |||
First Name: | First Name: | |||
Middle Name: | Middle Name: | |||
Last Name: | Last Name: | |||
Title: | Title: | |||
Street Address: | Street Address: | |||
Suite/Mail Code: | Suite/Mail Code: | |||
City: | City: | |||
State: | State: | |||
Postal Code: | Postal Code: | |||
Country: | Country: | |||
Office Telephone #: | Office Telephone #: | |||
Office Facsimile #: | Office Facsimile #: | |||
Work E-Mail Address: | Work E-Mail Address: | |||
SyndTrak E-Mail Address: | SyndTrak E-Mail Address: | |||
Additional Syndtrak User Access: | ||||
Enter E-Mail Addresses of any respective contact who should have access to SyndTrak below. | ||||
SyndTrak E-Mail Addresses: |
Primary Operations Contact: | Secondary Operations Contact: | |||
First: MI: Last: | First: MI: Last: | |||
Title: | Title: | |||
Street Address: | Street Address: | |||
Suite/ Mail Code: | Suite/ Mail Code: | |||
City: State: | City: State: | |||
Postal Code: Country: | Postal Code: Country: | |||
Telephone: Facsimile: | Telephone: Facsimile: | |||
E-Mail Address: | E-Mail Address: | |||
SyndTrak E-Mail Address: | SyndTrak E-Mail Address: | |||
Does Secondary Operations Contact need copy of notices? YES ¨ NO ¨ | ||||
Letter of Credit Contact: | Draft Documentation Contact or Legal Counsel: | |||
First: MI: Last: | First: MI: Last: | |||
Title: | Title: | |||
Street Address: | Street Address: | |||
Suite/ Mail Code: | Suite/ Mail Code: | |||
City: State: | City: State: | |||
Postal Code: Country: | Postal Code: Country: | |||
Telephone: Facsimile: | Telephone: Facsimile: | |||
E-Mail Address: | E-Mail Address: |
6. | Lender's Fed Wire Payment Instructions: | |
Pay to: | ||
Bank Name: | ||
ABA #: | ||
City: State: | ||
Account #: | ||
Account Name: | ||
Attention: |
7. | Lender’s Standby Letter of Credit, Commercial Letter of Credit, and Bankers’ Acceptance Fed Wire Payment Instructions (if applicable): | |||
Pay to: | ||||
Bank Name: | ||||
ABA #: | ||||
City: State: | ||||
Account #: | ||||
Account Name: | ||||
Attention: | ||||
Use Lender’s Fed Wire Payment Instructions in Section #6 above? YES ¨ NO ¨ |
8. | Lender’s Organizational Structure and Tax Status | |
Please refer to the enclosed withholding tax instructions below and then complete this section accordingly: | ||
Lender Taxpayer Identification Number (TIN): ___ - ______ | ||
Tax Withholding Form Delivered to Bank of America (check applicable one): | ||
W-9 W-8BEN W-8ECI W-8EXP W-8IMY | ||
Tax Contact: | ||
First: MI: Last: | ||
Title: | ||
Street Address: | ||
Suite/ Mail Code: | ||
City: State: | ||
Postal Code: Country: | ||
Telephone: Facsimile: | ||
E-Mail Address: | ||
SyndTrak E-Mail Address: |
9. | Bank of America’s Payment Instructions: | |
Pay to: | ||
Bank of America, N.A. | ||
ABA # 053000196 | ||
New York, NY | ||
Account #: Personally identifiable information redacted | ||
Attn: Corporate Credit Services | ||
Ref: Pebblebrook Hotel, L.P. |
1. | Each of the New Subsidiary, Borrower and Parent REIT hereby acknowledges, agrees and confirms that, by their execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement, a “Loan Party” and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender and each other Secured Party as provided in Section 11 of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. |
2. | The New Subsidiary hereby represents and warrants to the Administrative Agent that, as of the date hereof: |
(a) | the New Subsidiary’s exact legal name and jurisdiction of incorporation or formation are as set forth on the signature pages hereto, and other than as set forth on Schedule 1 hereto, the New Subsidiary has not changed its legal name, jurisdiction of incorporation or formation, been party to a merger, consolidation or other change in structure or used any tradename in the five years preceding the date hereof; |
(b) | the New Subsidiary’s chief executive office and principal place of business is located at the location set forth on Schedule 1 hereto, and other than as set forth on Schedule 2, the New Subsidiary has not changed its chief executive office or principal place of business in the five months preceding the date hereof; |
(c) | Schedule 3 hereto includes all Subsidiaries of the New Subsidiary, including the jurisdiction of incorporation or formation, the number of shares of outstanding Equity Interests, the certificate number(s) of the certificates (if any) evidencing such Equity Interests and the percentage of such Equity Interests owned by the New Subsidiary; and |
(d) | the New Subsidiary has provided to the Administrative Agent all documents, certificates, opinions and deliverables required under Section 6.12 of the Credit Agreement. |
3. | The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 10.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. |
4. | The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Section 11 of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. |
5. | This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. |
6. | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
[NEW SUBSIDIARY] | ||
By: | ||
Name: | ||
Title: | ||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, its | ||
general partner | ||
By: | ||
Name: | ||
Title: |
PEBBLEBROOK HOTEL TRUST, a Maryland Real | |
Estate Investment Trust | |
By: | |
Name: | |
Title: |
BANK OF AMERICA, N.A., as Administrative Agent | |
By: | |
Name: | |
Title: |
[NAME OF LENDER] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF LENDER] | |
By: _______________________ | |
Name: ________________________ | |
Title: ________________________ |
Section | Page | ||||
1. | DEFINITIONS AND ACCOUNTING TERMS | 1 | |||
1.01 | Defined Terms | 1 | |||
1.02 | Other Interpretive Provisions | 30 | |||
1.03 | Accounting Terms. | 31 | |||
1.04 | Rounding | 32 | |||
1.05 | Times of Day; Rates | 32 | |||
1.06 | Addition/Removal of Unencumbered Borrowing Base Properties. | 32 | |||
2. | THE COMMITMENTS AND BORROWINGS | 33 | |||
2.01 | The Loans | 33 | |||
2.02 | Borrowings, Conversions and Continuations of Loans. | 33 | |||
2.03 | Prepayments. | 34 | |||
2.04 | Repayment of Loans. | 35 | |||
2.05 | Interest. | 35 | |||
2.06 | Fees | 36 | |||
2.07 | Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. | 36 | |||
2.08 | Evidence of Debt. | 36 | |||
2.09 | Payments Generally; Administrative Agent’s Clawback. | 36 | |||
2.10 | Sharing of Payments by Lenders | 38 | |||
2.11 | Increase in Total Credit Exposure. | 39 | |||
2.12 | Defaulting Lenders. | 40 | |||
3. | TAXES, YIELD PROTECTION AND ILLEGALITY | 41 | |||
3.01 | Taxes. | 41 | |||
3.02 | Illegality | 46 | |||
3.03 | Inability to Determine Rates | 46 | |||
3.04 | Increased Costs; Reserves on Eurodollar Rate Loans. | 47 | |||
3.05 | Compensation for Losses | 48 | |||
3.06 | Mitigation Obligations; Replacement of Lenders. | 49 | |||
3.07 | Survival | 49 | |||
4. | CONDITIONS PRECEDENT TO BORROWINGS | 49 | |||
4.01 | Conditions of Initial Borrowing | 49 | |||
5. | REPRESENTATIONS AND WARRANTIES | 52 | |||
5.01 | Existence, Qualification and Power | 52 | |||
5.02 | Authorization; No Contravention | 52 | |||
5.03 | Governmental Authorization; Other Consents | 52 | |||
5.04 | Binding Effect | 52 | |||
5.05 | Financial Statements; No Material Adverse Effect. | 52 | |||
5.06 | Litigation | 53 | |||
5.07 | No Default | 53 | |||
5.08 | Ownership of Property; Liens; Investments. | 53 | |||
5.09 | Environmental Compliance. | 54 |
Section | Page | ||||
5.10 | Insurance | 55 | |||
5.11 | Taxes | 55 | |||
5.12 | ERISA Compliance. | 56 | |||
5.13 | Subsidiaries; Equity Interests | 56 | |||
5.14 | Margin Regulations; Investment Company Act. | 57 | |||
5.15 | Disclosure | 57 | |||
5.16 | Compliance with Laws | 58 | |||
5.17 | Taxpayer Identification Number | 58 | |||
5.18 | Intellectual Property; Licenses, Etc | 58 | |||
5.19 | Solvency | 58 | |||
5.20 | Casualty, Etc | 58 | |||
5.21 | Labor Matters | 58 | |||
5.22 | REIT Status | 58 | |||
5.23 | Unencumbered Borrowing Base Properties | 58 | |||
5.24 | Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws | 59 | |||
5.25 | EEA Financial Institutions | 59 | |||
6. | AFFIRMATIVE COVENANTS | 59 | |||
6.01 | Financial Statements | 59 | |||
6.02 | Certificates; Other Information | 60 | |||
6.03 | Notices | 62 | |||
6.04 | Payment of Obligations | 63 | |||
6.05 | Preservation of Existence, Etc | 63 | |||
6.06 | Maintenance of Properties | 63 | |||
6.07 | Maintenance of Insurance | 63 | |||
6.08 | Compliance with Laws and Contractual Obligations | 63 | |||
6.09 | Books and Records | 64 | |||
6.10 | Inspection Rights | 64 | |||
6.11 | Use of Proceeds | 64 | |||
6.12 | Additional Guarantors | 64 | |||
6.13 | Release of Guarantors | 64 | |||
6.14 | Further Assurances | 64 | |||
6.15 | Additional Insurance Requirements for Unencumbered Borrowing Base Properties. | 65 | |||
6.16 | PATRIOT Act Compliance | 67 | |||
7. | NEGATIVE COVENANTS | 67 | |||
7.01 | Liens | 67 | |||
7.02 | Investments | 68 | |||
7.03 | Indebtedness | 70 | |||
7.04 | Fundamental Changes | 71 | |||
7.05 | Dispositions | 71 | |||
7.06 | Restricted Payments. | 72 | |||
7.07 | Change in Nature of Business | 73 |
Section | Page | ||||
7.08 | Transactions with Affiliates | 73 | |||
7.09 | Burdensome Agreements | 73 | |||
7.10 | Use of Proceeds | 73 | |||
7.11 | Financial Covenants. | 74 | |||
7.12 | Capital Expenditures | 75 | |||
7.13 | Accounting Changes | 75 | |||
7.14 | Ownership of Subsidiaries; Certain Real Property Assets | 75 | |||
7.15 | Leases | 75 | |||
7.16 | Sale Leasebacks | 76 | |||
7.17 | Sanctions | 76 | |||
7.18 | ERISA | 76 | |||
8. | EVENTS OF DEFAULT AND REMEDIES | 76 | |||
8.01 | Events of Default | 76 | |||
8.02 | Remedies Upon Event of Default | 78 | |||
8.03 | Application of Funds | 79 | |||
9. | ADMINISTRATIVE AGENT | 79 | |||
9.01 | Appointment and Authority | 79 | |||
9.02 | Rights as a Lender | 79 | |||
9.03 | Exculpatory Provisions | 80 | |||
9.04 | Reliance by Administrative Agent | 80 | |||
9.05 | Delegation of Duties | 81 | |||
9.06 | Resignation or Removal of Administrative Agent | 81 | |||
9.07 | Non-Reliance on Administrative Agent and Other Lenders | 82 | |||
9.08 | No Other Duties, Etc | 82 | |||
9.09 | Administrative Agent May File Proofs of Claim | 83 | |||
9.10 | Guaranty Matters | 83 | |||
10. | MISCELLANEOUS | 83 | |||
10.01 | Amendments, Etc | 83 | |||
10.02 | Notices; Effectiveness; Electronic Communication. | 85 | |||
10.03 | No Waiver; Cumulative Remedies; Enforcement | 87 | |||
10.04 | Expenses; Indemnity; Damage Waiver. | 87 | |||
10.05 | Payments Set Aside | 89 | |||
10.06 | Successors and Assigns. | 90 | |||
10.07 | Treatment of Certain Information; Confidentiality | 93 | |||
10.08 | Right of Setoff | 94 | |||
10.09 | Interest Rate Limitation | 95 | |||
10.10 | Counterparts; Integration; Effectiveness | 95 | |||
10.11 | Survival of Representations and Warranties | 95 | |||
10.12 | Severability | 95 | |||
10.13 | Replacement of Lenders | 95 | |||
10.14 | Governing Law; Jurisdiction; Etc. | 96 | |||
10.15 | Waiver of Jury Trial | 97 |
Section | Page | ||||
10.16 | No Advisory or Fiduciary Responsibility | 97 | |||
10.17 | Electronic Execution of Assignments and Certain Other Documents | 98 | |||
10.18 | USA PATRIOT Act | 98 | |||
10.19 | Entire Agreement | 98 | |||
10.20 | Restatement of Original Credit Agreement | 98 | |||
10.21 | ERISA | 98 | |||
10.22 | Acknowledgement and Consent to Bail‑In of EEA Financial Institutions | 99 | |||
11. | GUARANTY | 99 | |||
11.01 | The Guaranty. | 99 | |||
11.02 | Obligations Unconditional | 100 | |||
11.03 | Reinstatement | 101 | |||
11.04 | Certain Waivers | 101 | |||
11.05 | Remedies | 101 | |||
11.06 | Rights of Contribution | 101 | |||
11.07 | Guaranty of Payment; Continuing Guaranty | 102 | |||
11.08 | Keepwell | 102 |
Pricing Level | Consolidated Leverage Ratio | Eurodollar Rate Loans | Base Rate Loans |
I | < 3.5x | 1.40% | 0.40% |
II | ≥3.5x and <4.0x | 1.45% | 0.45% |
III | ≥4.0x and <5.0x | 1.55% | 0.55% |
IV | ≥ 5.0x and < 5.5x | 1.75% | 0.75% |
V | ≥5.5x and <6.0x | 1.85% | 0.85% |
VI | ≥6.0x | 2.20% | 1.20% |
Debt Rating | Eurodollar Rate Loans | Base Rate Loans |
≥ A-/A3 | 0.90% | 0.00% |
BBB+/Baa1 | 0.95% | 0.00% |
BBB/Baa2 | 1.10% | 0.10% |
BBB-/Baa3 | 1.35% | 0.35% |
<BBB-/Baa3 or Unrated | 1.75% | 0.75% |
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
PEBBLEBROOK HOTEL TRUST, a | ||
Maryland Real Estate Investment Trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
HUSKIES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GATOR OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
BLUE DEVILS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
RUNNING REBELS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLVERINES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAZORBACKS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
GOLDEN EAGLES OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLFPACK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MINERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HOYAS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
DONS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CRUSADERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MENUDO OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RHCP HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
FLATTS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
NKOTB OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEAVERS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CREEDENCE HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HAZEL OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
ORANGEMEN OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
TERRAPINS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
PORTLAND HOTEL TRUST, a Maryland | ||
real estate investment trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GOLDEN BEARS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEARCATS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
JAYHAWK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WILDCATS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
SOUTH 17TH STREET OWNERCO, L.P., a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAMBLERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
U.S. BANK NATIONAL ASSOCIATION, as | ||
the Administrative Agent and a Lender | ||
By: | /s/ Lori Y. Jensen | |
Name: Lori Y. Jensen | ||
Title: Senior Vice President |
REGIONS BANK, as a Lender | ||
By: | /s/ T. Barrett Vawter | |
Name: T. Barrett Vawter | ||
Title: Vice President |
PNC BANK, NATIONAL ASSOCIATION, | ||
as a Lender | ||
By: | /s/ Katie Chowdhry | |
Name: Katie Chowdhry | ||
Title: Vice President |
Lender | Commitment | Applicable Percentage | |||
U.S. Bank National Association | $ | 35,000,000.00 | 53.8461538460 | % | |
PNC Bank, National Association | $ | 15,000,000.00 | 23.0769230770 | % | |
Regions Bank | $ | 15,000,000.00 | 23.0769230770 | % | |
Total | $ | 65,000,000.00 | 100.000000000 | % |
1. | Pebblebrook Hotel Trust owns 99.66% of the limited partnership interest of Pebblebrook Hotel, L.P. |
2. | Pebblebrook Hotel, L.P. owns 98% of the common stock of Pebblebrook Hotel Lessee, Inc. |
3. | DC Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
4. | Pebblebrook Hotel, L.P. owns 100% of the common shares of DC Hotel Trust |
5. | Portland Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
6. | Pebblebrook Hotel, L.P. owns 100% of the common shares of Portland Hotel Trust |
7. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Tar Heel Borrower LLC |
8. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
9. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Tar Heel Lessee LLC |
10. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Gator Owner LLC |
11. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Gator Lessee LLC |
12. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Orangemen Owner LLC |
13. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Orangemen Lessee LLC |
14. | DC Hotel Trust owns 100% of the membership interests of Jayhawk Owner LLC |
15. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Jayhawk Lessee LLC |
16. | Jayhawk Lessee LLC owns 100% of the membership interests of DH Restaurant DC LLC |
17. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Huskies Owner LLC |
18. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Huskies Lessee LLC |
19. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Terrapins Owner LLC |
20. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
21. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Terrapins Lessee LLC |
22. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Blue Devils Owner LLC |
23. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Blue Devils Lessee LLC |
24. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Spartans Owner LLC |
25. | Spartans Owner LLC owns 11% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
26. | Spartans Owner LLC owns a 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
27. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
28. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
29. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Spartans Lessee LLC |
30. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine, LLC |
31. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
32. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wildcats Owner LLC |
33. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wildcats Lessee LLC |
34. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bruins Owner LLC |
35. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bruins Lessee LLC |
36. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Razorbacks Owner LLC |
37. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Razorbacks Lessee LLC |
38. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Running Rebels Owner LLC |
39. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Running Rebels Lessee LLC |
40. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolverines Owner LLC |
41. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolverines Lessee LLC |
42. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
43. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
44. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
45. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
46. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
47. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
48. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
49. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
50. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
51. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
52. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoosiers Owner LLC |
53. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoosiers Lessee LLC |
54. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Cardinals Owner LLC |
55. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
56. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
57. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Cardinals Lessee LLC |
58. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
59. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., Lessee LLC |
60. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoyas Owner LLC |
61. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoyas Lessee LLC |
62. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolfpack Owner LLC |
63. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolfpack Lessee LLC |
64. | Portland Hotel Trust owns 100% of the membership interests of Golden Eagles Owner LLC |
65. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Eagles Lessee LLC |
66. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Miners Owner LLC |
67. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Miners Hotel Owner LP |
68. | Miners Owner LLC owns 1% of the general partnership interests of Miners Hotel Owner LP |
69. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Miners Lessee LLC |
70. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Ramblers Owner LLC |
71. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Ramblers Hotel Owner LP |
72. | Ramblers Owner LLC owns 1% of the general partnership interests of Ramblers Hotel Owner LP |
73. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Ramblers Lessee LLC |
74. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bearcats Owner LLC |
75. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Bearcats Hotel Owner LP |
76. | Bearcats Owner LLC owns 1% of the general partnership interests of Bearcats Hotel Owner LP |
77. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bearcats Lessee LLC |
78. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Buckeyes Owner LLC |
79. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Buckeyes Hotel Owner LP |
80. | Buckeyes Owner LLC owns 1% of the general partnership interests of Buckeyes Hotel Owner LP |
81. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Buckeyes Lessee LLC |
82. | Portland Hotel Trust owns 100% of the membership interests of Golden Bears Owner LLC |
83. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Bears Lessee LLC |
84. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Dons Owner LLC |
85. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Dons Hotel Owner LP |
86. | Dons Owner LLC owns 1% of the general partnership interests of Dons Hotel Owner LP |
87. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Dons Lessee LLC |
88. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Crusaders Owner LLC |
89. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Crusaders Hotel Owner LP |
90. | Crusaders Owner LLC owns 1% of the general partnership interests of Crusaders Hotel Owner LP |
91. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Crusaders Lessee LLC |
92. | Portland Hotel Trust owns 100% of the membership interests of Beavers Owner LLC |
93. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Beavers Lessee LLC |
94. | Pebblebrook Hotel, L.P. owns 99.99% of the membership interests of Flatts Owner LLC |
95. | Pebblebrook Hotel Lessee, Inc. owns 0.01% of the membership interests of Flatts Owner LLC |
96. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Flatts Lessee LLC |
97. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Menudo Owner LLC |
98. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Menudo Lessee LLC |
99. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of RHCP Owner LLC |
100. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of RHCP Hotel Owner LP |
101. | RHCP Owner LLC owns 1% of the general partnership interests of RHCP Hotel Owner LP |
102. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of RHCP Lessee LLC |
103. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of NKOTB Owner LLC |
104. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of NKOTB Lessee LLC |
105. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hazel Owner LLC |
106. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hazel Lessee LLC |
107. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Creedence Owner LLC |
108. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Creedence Hotel Owner LP |
109. | Creedence Owner LLC owns 1% of the general partnership interests of Creedence Hotel Owner LP |
110. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Creedence Lessee LLC |
Property | In PEB Program | |
Sir Francis Drake | Y | Property, GL, and Umbrella |
InterContinental Buckhead | Y | Property, GL, and Umbrella |
Grand Hotel Minneapolis | Y | Property, GL, and Umbrella |
Hotel Monaco Washington DC | Y | Property, GL, and Umbrella |
Skamania Lodge | Y | Property, GL, and Umbrella |
Le Méridien Delfina | Y | Property, GL, and Umbrella |
Sofitel Philadelphia | Y | Property, GL, and Umbrella |
Argonaut Hotel | Y | Property, GL, and Umbrella |
Westin Gaslamp | Y | Property, GL, and Umbrella |
Hotel Monaco Seattle | Y | Property, GL, and Umbrella |
Mondrian Los Angeles | Y | Property, GL, and Umbrella |
W Boston | Y | Property, GL, and Umbrella |
Hotel Zetta | Y | Property, GL, and Umbrella |
Hotel Vintage Seattle | Y | Property, GL, and Umbrella |
Hotel Vintage Portland | Y | Property, GL, and Umbrella |
W Los Angeles-West Beverly Hills | Y | Property, GL, and Umbrella |
Hotel Zelos San Francisco | Y | Property, GL, and Umbrella |
Embassy Suites San Diego | Y | Property, GL, and Umbrella |
Hotel Modera | Y | Property, GL, and Umbrella |
Hotel Zephyr Fisherman’s Wharf | Y | Property, GL, and Umbrella |
Hotel Zeppelin San Francisco | Y | Property, GL, and Umbrella |
The Nines Hotel | Y | Property, GL, and Umbrella |
Hotel Colonnade Coral Gables | Y | Property, GL and Umbrella |
Hotel Palomar Los Angeles Beverly Hills | Y | Property, GL and Umbrella |
Revere Hotel Boston Common | Y | Property, GL and Umbrella |
LaPlaya Beach Resort & Club | Y | Property, GL and Umbrella |
Hotel Zoe San Francisco | Y | Property, GL and Umbrella |
Union Station Nashville | Y | Property, GL and Umbrella |
28 Properties |
• | Locations situated within a Designated 100 Year Flood Zone: Maximum limits available from the National Flood Insurance Program (NFIP) whether purchased or not. A $100,000 Deductible shall apply to Business Interruption. |
• | Named Windstorm Flood in Tier One Counties: 5% per Unit of Insurance subject to a $1,000,000 Minimum per Occurrence |
• | California Earthquake: 15% per Unit of Insurance subject to a $250,000 Minimum per Occurrence |
• | Pacific Northwest Counties Earthquake: 2% per Unit of Insurance subject to a $100,000 Minimum per Occurrence |
State | Tier I Counties |
Alabama | Baldwin, Mobile |
Florida | Entire State |
Georgia | Bryan, Camden, Chatham, Glynn, Liberty, McIntosh |
Hawaii | Entire state |
Louisiana | Cameron, Iberia, Jefferson, Lafourche, Orleans, Plaquemines, St. Mary, St. Tammany, Terrebonne, Vermilion |
Mississippi | Hancock, Harrison, Jackson |
North Carolina | Beaufort, Brunswick, Carteret, Craven, Dare, Hyde, New Hanover, Onslow, Pamlico, Pender |
South Carolina | Beaufort, Berkley, Charleston, Colleton, Georgetown, Horry, Jasper |
Texas | Aransas, Brazoria, Calhoun, Cameron, Chambers, Galveston, Harris (entire County), Jackson, Jefferson, Kenedy, Kleberg, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy |
Virginia | Accomack, Northampton, Virginia Beach City, Chesapeake, Gloucester, Hampton City, Lancaster, Mathews, Middlesex, Newport News, Norfolk City, Northumberland, Poquoson City, Portsmouth city, Suffolk City, York |
• | Washington: Callum, Jefferson, King, Kitsap, Mason Pierce, San Juan, Skagit, Snohomish, Thurston and Watcom counties. |
• | Oregon: Clatsop, Columbia, Tillamook, Washington, Pol, Clackamas, Marion, Hood River, Multnomah and Yamhill counties. |
PROPOSED INSURANCE COMPANIES | A.M. BEST'S RATING |
Allied World Assurance Co (U.S.) Inc. | A XV |
Arch Specialty Insurance Company | A+ XV |
AXIS Surplus Insurance Company | A+ XV |
Colony Insurance company | A XII |
Endurance American Specialty Ins Co | A+ XV |
Everest Indemnity Insurance Company | A+ XV |
General Security Indemnity Co of Arizona | A XV |
Hiscox Insurance Company Inc. | A XI |
Homeland Insurance Company of New York | A X |
International Insurance Company of Hannover SE | A+ XV |
Interstate Fire & Casualty Company | A+ XV |
National Fire & Marine Insurance Co | A++ XV |
RSUI Indemnity Company | A+ XIV |
Underwriters at Lloyd's London | A XV |
Underwriters at Lloyd's London (KY) | A XV |
Underwriters at Lloyd's, London | A XV |
United Specialty Insurance Company | A IX |
Westchester Surplus Lines Insurance Co | A++ XV |
Westport Insurance Corporation | A+ XV |
Loan Party/Subsidiary | Capital/Ownership Structure | Percentage Owned by Holder(s) |
Pebblebrook Hotel, L.P. | Pebblebrook Hotel Trust Jon E. Bortz Raymond D. Martz Thomas C. Fisher | 99.66% limited partnership interest .16% limited partnership interest .09% limited partnership interest .10% limited partnership interest |
Pebblebrook Hotel Lessee, Inc. | Pebblebrook Hotel, L.P. | 98% common stock |
Pebblebrook Hotel Lessee, Inc. | DC Hotel Trust | 1% common stock |
DC Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Pebblebrook Hotel Lessee, Inc. | Portland Hotel Trust | 1% common stock |
Portland Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Tar Heel Borrower LLC | Tar Heel Owner LLC | 100% |
Tar Heel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Tar Heel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Gator Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Gator Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Orangemen Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Orangemen Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Jayhawk Owner LLC | DC Hotel Trust | 100% |
Jayhawk Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
DH Restaurant DC LLC | Jayhawk Lessee LLC | 100% |
Huskies Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Huskies Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Terrapins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Skamania Lodge Furnishings LLC | Terrapins Owner LLC | 100% |
Terrapins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Owner LLC | Pebblebrook Hotel, L.P. | 100% |
South 17th Street OwnerCo Mezzanine, L.P. | Spartans Owner LLC | 11% |
South 17th Street OwnerCo, LP | Spartans Owner LLC | 0.1% |
South 17th Street OwnerCo, LP | South 17th Street OwnerCo Mezzanine, LP | 99.9% |
South 17th Street OwnerCo Mezzanine, L.P. | Pebblebrook Hotel, L.P. | 89% |
South 17th Street LeaseCo Mezzanine, LP | Spartans Lessee LLC | 100% |
South 17th Street LeaseCo, LP | South 17th Street LeaseCo Mezzanine, LP | 100% |
Spartans Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Spartans Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wildcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wildcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Razorbacks Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Razorbacks Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Running Rebels Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Running Rebels Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolverines Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolverines Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Sunset Restaurant LLC | Wolverines Lessee LLC | 50% |
Sunset Restaurant LLC | Mondrian Pledgor LLC | 50% |
Mondrian Pledgor LLC | Wolverines Lessee LLC | 100% |
8440 LLC | Sunset Restaurant LLC | 0.01% |
8440 LLC | Mondrian Pledgor LLC | 99.99% |
Hoosiers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoosiers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Cardinals Owner LLC | Pebblebrook Hotel, L.P. | 100% |
371 Seventh Avenue Co., LLC | Cardinals Owner LLC | 100% |
150 East 34th Street Co., LLC | Cardinals Owner LLC | 100% |
Cardinals Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
371 Seventh Avenue Co., Lessee LLC | Cardinals Lessee LLC | 100% |
150 East 34th Street Co., Lessee LLC | Cardinals Lessee LLC | 100% |
Hoyas Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoyas Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolfpack Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolfpack Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Golden Eagles Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Eagles Owner LLC | Portland Hotel Trust | 100% |
Miners Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Miners Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Miners Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Miners Hotel Owner LP | Miners Owner LLC | 1% |
Ramblers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Ramblers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Ramblers Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Ramblers Hotel Owner LP | Ramblers Owner LLC | 1% |
Bearcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bearcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Bearcats Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Bearcats Hotel Owner LP | Bearcats Owner LLC | 1% |
Buckeyes Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Buckeyes Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Buckeyes Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Buckeyes Hotel Owner LP | Buckeyes Owner LLC | 1% |
Golden Bears Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Bears Owner LLC | Portland Hotel Trust | 100% |
Dons Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Dons Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Dons Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Dons Hotel Owner LP | Dons Owner LLC | 1% |
Crusaders Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Crusaders Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Crusaders Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Crusaders Hotel Owner LP | Crusaders Owner LLC | 1% |
Beavers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Beavers Owner LLC | Portland Hotel Trust | 100% |
Flatts Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Flatts Owner LLC | Pebblebrook Hotel, L.P. | 99.99% |
Flatts Owner LLC | Pebblebrook Hotel Lessee, Inc. | 0.01% |
Menudo Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Menudo Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
RHCP Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
RHCP Hotel Owner LP | RHCP Owner LLC | 1% |
NKOTB Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
NKOTB Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Hazel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hazel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Creedence Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Creedence Hotel Owner LP | Creedence Owner LLC | 1% |
Subsidiary | Jurisdiction | # of ownership interests of each class outstanding | # and percentage of outstanding ownership interests by Parent REIT, Borrower and Subsidiaries | Outstanding options, warrants, rights of conversion or purchase and all other similar rights | Guarantor under Credit Agreement [yes/no] | Borrowing Base Properties owned by such Loan Party |
Pebblebrook Hotel Lessee, Inc. | DE | 980 shares of common stock | 98% by Pebblebrook Hotel, L.P., 1% by DC Hotel Trust and 1% by Portland Hotel Trust | None | No | None |
Pebblebrook Hotel, L.P. | DE | 68,816,375common units and 236,351 LTIP units | 99.66% limited partnership interest by Pebblebrook Hotel Trust | None | No | None |
DC Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Portland Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Tar Heel Borrower LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Tar Heel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Gator Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Grand Hotel Minneapolis |
Gator Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Orangemen Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | InterContinental Buckhead |
Orangemen Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Jayhawk Owner LLC | DE | N/A | 100% by DC Hotel Trust | None | Yes | Hotel Monaco Washington DC |
Jayhawk Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
DH Restaurant DC LLC | DE | N/A | 100% by Jayhawk Lessee LLC | None | No | None |
Huskies Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Sir Francis Drake |
Huskies Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Terrapins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Skamania Lodge |
Terrapins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Blue Devils Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Le Méridien Delfina |
Blue Devils Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Spartans Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Spartans Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
South 17th Street OwnerCo Mezzanine L.P. | DE | N/A | 11% by Spartans Owner LLC 89% by Pebblebrook Hotel, L.P. | None | No | None |
South 17th Street OwnerCo, LP | DE | N/A | 0.1% by Spartans Owner LLC 99.9% by South 17th Street OwnerCo Mezzanine, L.P. | None | Yes | Sofitel Philadelphia |
South 17th Street LeaseCo Mezzanine, LP | DE | N/A | 100% by Spartans Lessee LLC | None | No | None |
South 17th Street LeaseCo, LP | DE | N/A | 100% by South 17th Street LeaseCo Mezzanine, LP | None | No | None |
Wildcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Argonaut Hotel |
Wildcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bruins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bruins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Razorbacks Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | W Boston |
Razorbacks Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Running Rebels Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Monaco Seattle |
Running Rebels Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolverines Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Mondrian Los Angeles |
Wolverines Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hoosiers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Hoosiers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Cardinals Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Cardinals Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
371 Seventh Avenue Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
371 Seventh Avenue Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
150 East 34th Street Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
150 East 34th Street Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
Hoyas Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Zetta |
Hoyas Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolfpack Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Vintage Seattle |
Wolfpack Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Eagles Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Vintage Portland |
Golden Eagles Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Miners Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Miners Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Miners Owner LLC | None | Yes | W Los Angeles-West Beverly Hills |
Miners Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Ramblers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Ramblers Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Ramblers Owner LLC | None | Yes | Hotel Zelos San Francisco |
Ramblers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bearcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bearcats Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Bearcats Owner LLC | None | Yes | Embassy Suites San Diego |
Bearcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Buckeyes Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Buckeyes Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Buckeyes Owner LLC | None | No | None |
Buckeyes Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Bears Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Modera |
Golden Bears Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Dons Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Dons Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Dons Owner LLC | None | Yes | Hotel Zephyr Fisherman’s Wharf |
Dons Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Crusaders Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Crusaders Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Crusaders Owner LLC | None | Yes | Hotel Zeppelin San Francisco |
Crusaders Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Beavers Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | The Nines Hotel |
Beavers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Flatts Owner LLC | DE | N/A | 99.99% by Pebblebrook Hotel, L.P and 0.01% by Pebblebrook Hotel Lessee, Inc. | None | Yes | Union Station Nashville |
Flatts Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Menudo Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | No | Hotel Colonnade Coral Gables |
Menudo Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
RHCP Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
RHCP Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by RHCP Owner LLC | None | Yes | Hotel Palomar Los Angeles Beverly Hills |
RHCP Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
NKOTB Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | Revere Hotel Boston Common |
NKOTB Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hazel Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | LaPlaya Beach Resort & Club |
Hazel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Creedence Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Creedence Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Creedence Owner LLC | None | Yes | Hotel Zoe San Francisco |
Creedence Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
1. | Pebblebrook Hotel, L.P. owns the common shares of DC Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of DC Hotel Trust |
2. | Pebblebrook Hotel, L.P. owns the common shares of Portland Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of Portland Hotel Trust |
3. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
4. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
5. | Jayhawk Lessee LLC owns 100% of the membership interests in DH Restaurant DC LLC |
6. | Spartans Owner LLC owns a 11% membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
7. | Spartans Owner LLC owns 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
8. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
9. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
10. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine LLC |
11. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
12. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
13. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
14. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
15. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
16. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
17. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
18. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
19. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
20. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
1. | Pebblebrook Hotel Lessee, Inc. |
2. | Gator Lessee LLC |
3. | Orangemen Lessee LLC |
4. | Jayhawk Lessee LLC |
5. | Huskies Lessee LLC |
6. | Terrapins Lessee LLC |
7. | Blue Devils Lessee LLC |
8. | Spartans Lessee LLC |
9. | Wildcats Lessee LLC |
10. | Bruins Lessee LLC |
11. | Razorbacks Lessee LLC |
12. | Running Rebels Lessee LLC |
13. | Wolverines Lessee LLC |
14. | Hoyas Lessee LLC |
15. | Wolfpack Lessee LLC |
16. | Golden Eagles Lessee LLC |
17. | Miners Lessee LLC |
18. | Ramblers Lessee LLC |
19. | Bearcats Lessee LLC |
20. | Golden Bears Lessee LLC |
21. | Dons Lessee LLC |
22. | Crusaders Lessee LLC |
23. | Beavers Lessee LLC |
24. | Menudo Lessee LLC |
25. | Flatts Lessee LLC |
26. | RHCP Lessee LLC |
27. | NKOTB Lessee LLC |
28. | Hazel Lessee LLC |
29. | Creedence Lesse LLC |
1. | Sir Francis Drake |
2. | Grand Hotel Minneapolis |
3. | Le Méridien Delfina |
4. | Hotel Monaco Seattle |
5. | Mondrian Los Angeles |
6. | W Boston |
7. | Hotel Zetta |
8. | Hotel Vintage Seattle |
9. | Hotel Vintage Portland |
10. | InterContinental Buckhead |
11. | Hotel Monaco Washington DC |
12. | Skamania Lodge |
13. | Argonaut Hotel |
14. | W Los Angeles – West Beverly Hills |
15. | Embassy Suites San Diego |
16. | Hotel Modera |
17. | Hotel Zephyr Fisherman’s Wharf |
18. | Hotel Zeppelin San Francisco |
19. | The Nines Hotel |
20. | Hotel Colonnade Coral Gables |
21. | Hotel Palomar Los Angeles Beverly Hills |
22. | Union Station Nashville |
23. | Revere Hotel Boston Commons |
24. | LaPlaya Beach Resort & Club |
25. | Hotel Zoe San Francisco |
26. | Sofitel Philadelphia |
27. | Hotel Zelos San Francisco |
1. | Hotel Monaco Washington, DC Ground Lease |
2. | Argonaut Hotel Ground Lease |
3. | Hotel Zelos San Francisco Ground Lease |
4. | Hotel Zephyr Fisherman’s Wharf Ground Lease |
5. | Hotel Zeppelin San Francisco Ground Lease |
Property | Loan Amount | Interest Rate | Expiration Date | |||
Westin Gaslamp Quarter | $71.72 | 3.69 | % | January 2020 |
☐ | A Borrowing |
☐ | A conversion of Loans from one Type to the other |
☐ | A continuation of Eurodollar Rate Loans |
1. | On (a Business Day). |
2. | In the amount of $ . |
3. | Comprised of . |
[Type of Loan requested] |
4. | For Eurodollar Rate Loans: with an Interest Period of [__] months. |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
Date | Type of Loan Made | Amount of Loan Made | End of Interest Period | Amount of Principal or Interest Paid This Date | Outstanding Principal Balance This Date | Notation Made By | ||||||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, its | ||
general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
I. Section 7.02(h)(i): Undeveloped or Speculative Land | |||
A. Undeveloped or Speculative Land, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 5 | % | |
II. Section 7.02(h)(ii): Income-Producing Real Properties | |||
A. Income-Producing Real Properties (other than hotels or similar hospitality properties), valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 10 | % | |
III. Section 7.02(h)(iii): Development/Redevelopment Properties | |||
A. Development/Redevelopment Properties with respect to which development activities are being undertaken, valued at cost (including all costs and expenses associated with all existing development activities (budget to completion)), at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
IV. Section 7.02(h)(iv): Unconsolidated Affiliates | |||
A. Unconsolidated Affiliates, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 20 | % | |
V. Section 7.02(h)(v): Mortgage or Real Estate-Related Loan Assets | |||
A. Mortgage or real-estate-related loan assets, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VI. Section 7.02(h)(vi): Equity Interests | |||
A. Equity Interests in any Person other than an Affiliate of the Borrower, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ |
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VII. Section 7.11(a): Consolidated Leverage Ratio | |||
A. Consolidated Funded Indebtedness at Statement Date: | $ | ||
B. Adjusted Unrestricted Cash at Statement Date: | $ | ||
C. Line A – Line B: | $ | ||
D. EBITDA (see Schedule 2) for four consecutive fiscal quarters ending on above date (“Subject Period”): | $ | ||
E. Consolidated Leverage Ratio ((Line C ÷ Line D): | _____________ to 1.0 | ||
Maximum permitted: | 6.75 to 1.03 | ||
VIII. Section 7.11(b): Consolidated Recourse Secured Indebtedness Limitation | |||
A. Consolidated Recourse Secured Indebtedness: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | ________________ % | ||
Maximum Permitted: | 5%4 | ||
IX. Section 7.11(c): Consolidated Secured Debt Limitation | |||
A. Consolidated Secured Debt: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 45 | % | |
X. Section 7.11(d): Consolidated Fixed Charge Coverage Ratio | |||
A. Adjusted EBITDA (see Schedule 2) for Subject Period: | $ | ||
1. Consolidated Interest Charges for Subject Period: | $ | ||
2. Current scheduled principal payments on Consolidated Funded Indebtedness (including current scheduled reductions in commitments, but excluding any payment of principal under the Loan Documents and any “balloon” payment or other final payment at maturity that is significantly larger than the scheduled payments that preceded it) for Subject Period: | $ | ||
3. Dividends and distributions paid in cash on preferred stock by the Consolidated Parties on a consolidated basis and all Unconsolidated Affiliates for Subject Period: | $ | ||
B. Consolidated Fixed Charges for Subject Period (Lines 1 + 2 + 3): | $ | ||
C. Consolidated Fixed Charge Coverage Ratio (Line A ÷ Line B): | ______________ to 1.0 | ||
3 Once during the term of the Agreement, the Borrower may deliver a written statement to the Administrative Agent in a Compliance Certificate that the Consolidated Leverage Ratio exceeds 6.75 to 1.0, so long as it does not exceed 7.0 to 1.0 as of the last day of the fiscal quarter for which such Compliance Certificate was delivered and the next three (3) consecutive fiscal quarters (or such shorter period if the Surge Period is terminated pursuant to the Agreement), subject to payment of a pricing premium of 35 bps as set forth in the Agreement. | |||
4 Once during the term of the Agreement, for up to four (4) consecutive quarters, Consolidated Recourse Secured Indebtedness may exceed 5% but not exceed 10% of Consolidated Total Asset Value. |
Minimum Required: | 1.5 to 1.0 | ||
XI. Section 7.11(e): Consolidated Unsecured Interest Coverage Ratio | |||
A. Net Operating Income (Schedule 3) from Unencumbered Borrowing Base Properties for Subject Period: | $ | ||
B. Unsecured Interest Charges for Subject Period: | $ | ||
C. Consolidated Unsecured Interest Coverage Ratio (Line A ÷ Line B): | __________ to 1.0 | ||
Minimum Required: | 2.0 to 1.0 | ||
XII. Section 7.11(f): Consolidated Tangible Net Worth | |||
1. Shareholder’s Equity at Statement Date | $ | ||
2. Intangible Assets of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
3. Accumulated Depreciation of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
A. Consolidated Tangible Net Worth (Line 1 – 2 + 3): | $ | ||
B. 75% of Consolidated Tangible Net Worth as of June 30, 2017: | $ | 1,400,772 | |
C. 75% of Net Proceeds of Equity Issuances by the Consolidated Parties after June 30, 2017: | $ | ||
D. Minimum required Consolidated Tangible Net Worth (Line B + Line C): | $ | ||
E. Excess (Deficiency) for covenant compliance (Line A – Line D): | $ | ||
XIII. Section 7.11(g): Unsecured Leverage Ratio | |||
A. Unsecured Indebtedness: | $ | ||
B. Unencumbered Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 60%5 | ||
XIV. Section 7.11(h): Restricted Payments | |||
A. FFO Distribution Allowance for Subject Period: | |||
5 The Unsecured Leverage Ratio may exceed 60% as of the last day of the fiscal quarter in which any Material Acquisition occurs and the last day of the two (2) consecutive fiscal quarters thereafter (an "Unencumbered Leverage Increase Period"), provided that (i) the Unsecured Leverage ratio does not exceed 65%, (ii) no more than three (3) Unencumbered Leverage Increase Periods have been elected during the term of the Agreement, and (iii) any such Unencumbered Leverage Increase Periods have been non-consecutive. | |||
1. Consolidated Net Income for Subject Period (see Note B below): | $ | ||
2. Depreciation expenses for Subject Period: | $ | ||
3. Amortization expenses for Subject Period: | $ | ||
B. FFO Distribution Allowance (0.95 x (Lines 1 + 2 + 3)): | $ | ||
Note A - in determining Line 1, adjust such line to (a) include (i) the Parent REITs’ interests in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, as may be amended from time to time, and (ii) amounts deducted from net income as a result of pre-funded fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the under-accrual of earn outs due to the FAS 141R Changes, and (b) exclude net income (or loss) of the Consolidated Parties on a consolidated basis such that Line 1 shall not include gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or redemptions of preferred stock or (iv) non-cash asset impairment charges. | |||
C. Restricted Payments made by the Consolidated Parties to the holders of their Equity Interest for Subject Period (see Note B below): | $ | ||
Note B - to the extent no Event of Default then exists or will result from same (or if an Event of Default then exists or will result from same, then so long as no Acceleration shall have occurred), each Loan Party shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to the Parent REIT, in each case to permit the Parent REIT to make Restricted Payments to the holder of Equity Interest in the Parent REIT to the extent necessary to maintain the Parent REITs status as a REIT and as necessary to pay any special or extraordinary tax liabilities then due (after taking into account any losses, offsets and credits, as applicable) on capital gains attributable to the Parent REIT. In addition, so long as no Acceleration shall have occurred, each TRS may make Restricted Payments to its parent entity to the extent necessary to pay any Tax then due in respect of the income of such TRS. | |||
D. Excess (Deficiency) for covenant compliance (Line B – Line C): | $ |
EBITDA and Consolidated Adjusted EBITDA | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Four Quarters Ended __________ |
Consolidated Net Income | |||||
+ Consolidated Interest Charges | |||||
+/- The net impact of Federal, state, local and foreign income taxes and credits | |||||
+ Depreciation and Amortization Expenses | |||||
+ Other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period | |||||
+ Amounts deducted from net income as a result of fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the underaccrual of earn outs due to the FAS 141R Changes |
+/- The net impact of all non-cash items with respect to straight-lining of rents materially increasing or decreasing Consolidated Net Income | |||||
+/- All other non-cash items increasing or decreasing Consolidated Net Income (including non-cash revenues, expenses, gains or losses with respect to Excluded Capital Leases) | |||||
+/- Net impact of hotel results on a Pro Forma Basis for hotels not owned during the entire Calculation Period | |||||
= EBITDA | |||||
- 4.0% FF&E Reserve (excluding revenues with respect to third-party space or retail leases) | |||||
= Consolidated Adjusted EBITDA |
Net Operating Income | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Four Quarters Ended |
Net Operating Incomes from each Unencumbered Borrowing Base Property for Subject Period:6 | |||||
Sir Francis Drake | |||||
Grand Hotel Minneapolis | |||||
Le Méridien Delfina | |||||
Hotel Monaco Seattle | |||||
Mondrian Los Angeles | |||||
W Boston | |||||
Hotel Zetta | |||||
Hotel Vintage Seattle | |||||
Hotel Vintage Portland | |||||
InterContinental Buckhead | |||||
Hotel Monaco Washington DC | |||||
Skamania Lodge | |||||
Argonaut Hotel | |||||
W Los Angeles – West Beverly Hills | |||||
Embassy Suites San Diego |
Hotel Modera | |||||
Hotel Zephyr Fisherman’s Wharf | |||||
Hotel Zeppelin San Francisco | |||||
The Nines Hotel | |||||
Hotel Colonnade Coral Gables | |||||
Hotel Palomar Los Angeles Beverly Hills | |||||
Union Station Nashville | |||||
Revere Hotel Boston Commons | |||||
LaPlaya Beach Resort & Club | |||||
Hotel Zoe San Francisco | |||||
Sofitel Philadelphia | |||||
Hotel Zelos San Francisco | |||||
= Total Unencumbered Borrowing Base Net Operating Income | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 40% from any one Major MSA | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 33% from any one Other MSA | |||||
= Adjusted Total Unencumbered Borrowing Base Net Operating Income |
Assignor: | |
Assignee: | |
3. | Borrower: Pebblebrook Hotel, L.P. |
4. | Administrative Agent: U.S. Bank National Association, as the administrative agent under the Credit Agreement |
5. | Credit Agreement: Amended and Restated Credit Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time), among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the “Borrower”), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “Parent REIT”), |
6. | Assigned Interest[s]: |
Assignor | Assignee | Aggregate Amount of Commitment for all Lenders | Amount of Commitment Assigned | Percentage Assigned of Commitment | CUSIP Number |
$ ____________ | $___________ | _________ % | |||
7. | [Trade Date: __________________] |
ASSIGNOR | |
[NAME OF ASSIGNOR] | |
By: _____________________________________________ | |
Name: | |
Title: |
ASSIGNEE | |
[NAME OF ASSIGNEE] | |
By: _____________________________________________ | |
Name: | |
Title: |
U.S. BANK NATIONAL ASSOCIATION, as | |
Administrative Agent | |
By: _____________________________________________ | |
Name: | |
Title: |
By: _____________________________________________ | |
Name: | |
Title: |
Please complete the following information and return via fax or e-mail as soon as possible to: | |||||
Fax: | 612-303-3851 | Phone: | 612-303-4924 | E-mail address: | breann.thomas@usbank.com |
Institution Name | |
Street Address | |
City, State, Zip Code |
Legal Entity Name | |
Street Address | |
City, State, Zip Code |
□ National Comm’l Bank | □ State Comm’l Bank | □ Asset Manager | □ Broker Dealer | □ CLO/ CDO | □ Finance Co. | |||||
□ Insurance Company | □ Hedge Fund | □ Special Purpose Vehicle | □ Real Estate Investment Trust | □ Pension Fund | ||||||
□ Other Regulated Investment Fund | □ Other- Please specify: |
Institution’s Tax ID Number |
Is your institution a foreign corporation or partnership? | Yes | No |
What is the country of incorporation or organization? |
Tax Form Type: | □ W-9 | □ W-8BEN | □ W-8ECI | □ W-8IMY | □ W-8EXP |
Tax Contact Name: | |||||
Street Address | |||||
City, State, Zip Code | |||||
E-Mail Address | |||||
Phone Number | |||||
Fax Number |
Primary Contact | Secondary Contact | |
Name | ||
Title | [ | |
Street Address, City, State, Zip Code | ||
E-Mail Address | ||
Phone Number | ||
Fax Number |
Primary Contact | Secondary Contact | |
Name | ||
Title | ||
Street Address, City, State, Zip Code | ||
E-Mail Address: | ||
Phone Number | ||
Fax Number |
Primary Contact | Secondary Contact | |
Name | ||
Title | ||
Street Address, City, State, Zip Code | ||
E-Mail Address | ||
Phone Number | ||
Fax Number |
Primary Contact | Secondary Contact | |
Name | ||
Title | ||
Street Address, City, State, Zip Code | ||
E-Mail Address | ||
Phone Number | ||
Fax Number |
Lender Name | |
Address | |
ABA # | |
Account Name | |
Account # | |
Reference | |
Attention |
Lender Name | |
SWIFT Code / Country | |
Account Name | |
Account # | |
Reference | |
Attention |
Legal Name | U.S. Bank National Association |
Charter Address | 425 Walnut Street, Cincinnati, OH 45202 |
Tax ID Number (TIN) | 31-0841368 |
NAICS Classification / Code | Commercial Banking / 522110 |
RSSD ID | 504713 |
Institution Name | U.S. Bank |
800 Nicollet Mall, Minneapolis MN 55402 | |
ABA Number | 091000022 |
Account Name | c/o Syndication Services |
Account Number | |
Reference | Pebblebrook Hotel L.P. |
Primary Contact | |
Name | BreAnn Thomas |
Title | Agency Specialist |
Street Address | 800 Nicollet Mall |
City, State, Zip Code | Minneapolis, MN 55402 |
E-Mail Address | breann.thomas@usbank.com |
Phone Number | 612-303-4924 |
Fax Number | 612-303-3851 |
Primary Contact | |
Name | Elaine “Young” Hahn |
Title | Deal Administrator |
Street Address | 1420 Fifth Ave |
City, State, Zip Code | Seattle, WA 98101 |
E-Mail Address | elaine.hahn@usbank.com |
Phone Number | 206-344-5055 |
Toll-Free Phone Number | 877-653-3117 |
Fax Number | 206-587-7023 |
1. | Each of the New Subsidiary, Borrower and Parent REIT hereby acknowledges, agrees and confirms that, by their execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement, a “Loan Party” and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender and each other Secured Party as provided in Section 11 of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. |
2. | The New Subsidiary hereby represents and warrants to the Administrative Agent that, as of the date hereof: |
(a) | the New Subsidiary’s exact legal name and jurisdiction of incorporation or formation are as set forth on the signature pages hereto, and other than as set forth on Schedule 1 hereto, the New Subsidiary has not changed its legal name, jurisdiction of incorporation or formation, been party to a merger, consolidation or other change in structure or used any tradename in the five years preceding the date hereof; |
(b) | the New Subsidiary’s chief executive office and principal place of business is located at the location set forth on Schedule 1 hereto, and other than as set forth on Schedule 2, the New Subsidiary has not changed its chief executive office or principal place of business in the five months preceding the date hereof; |
(c) | Schedule 3 hereto includes all Subsidiaries of the New Subsidiary, including the jurisdiction of incorporation or formation, the number of shares of outstanding Equity Interests, the certificate number(s) of the certificates (if any) evidencing such Equity Interests and the percentage of such Equity Interests owned by the New Subsidiary; and |
(d) | the New Subsidiary has provided to the Administrative Agent all documents, certificates, opinions and deliverables required under Section 6.12 of the Credit Agreement. |
3. | The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 10.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. |
4. | The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Section 11 of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. |
5. | This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. |
6. | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
[NEW SUBSIDIARY] | ||
By: | ||
Name: | ||
Title: | ||
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ||
Name: | ||
Title: |
PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust | |
By: | |
Name: | |
Title: |
U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent | |
By: | |
Name: | |
Title: |
[NAME OF LENDER] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF LENDER] | |
By: _______________________ | |
Name: ________________________ | |
Title: ________________________ |
Section | Page | ||||
1. | DEFINITIONS AND ACCOUNTING TERMS | 1 | |||
1.01 | Defined Terms | 1 | |||
1.02 | Other Interpretive Provisions | 30 |
1.03 | Accounting Terms | 31 | |||
1.04 | Rounding | 32 | |||
1.05 | Times of Day; Rates | 32 | |||
1.06 | Addition/Removal of Unencumbered Borrowing Base Properties | 32 | |||
2. | THE COMMITMENTS AND BORROWINGS | 33 | |||
2.01 | The Loans | 33 | |||
2.02 | Borrowings, Conversions and Continuations of Loans | 33 | |||
2.03 | Prepayments | 34 | |||
2.04 | Repayment of Loans | 35 | |||
2.05 | Interest | 35 | |||
2.06 | Fees | 36 | |||
2.07 | Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin | 36 | |||
2.08 | Evidence of Debt | 37 | |||
2.09 | Payments Generally; Administrative Agent’s Clawback | 37 | |||
2.10 | Sharing of Payments by Lenders | 39 | |||
2.11 | Increase in Total Credit Exposure | 39 | |||
2.12 | Defaulting Lenders | 41 | |||
3. | TAXES, YIELD PROTECTION AND ILLEGALITY | 42 | |||
3.01 | Taxes | 42 | |||
3.02 | Illegality | 46 | |||
3.03 | Inability to Determine Rates | 47 | |||
3.04 | Increased Costs; Reserves on Eurodollar Rate Loans | 47 | |||
3.05 | Compensation for Losses | 49 | |||
3.06 | Mitigation Obligations; Replacement of Lenders | 49 | |||
3.07 | Survival | 50 | |||
4. | CONDITIONS PRECEDENT TO BORROWINGS | 50 | |||
4.01 | Conditions of Initial Borrowing | 50 | |||
5. | REPRESENTATIONS AND WARRANTIES | 52 | |||
5.01 | Existence, Qualification and Power | 52 | |||
5.02 | Authorization; No Contravention | 52 | |||
5.03 | Governmental Authorization; Other Consents | 53 | |||
5.04 | Binding Effect | 53 | |||
5.05 | Financial Statements; No Material Adverse Effect | 53 | |||
5.06 | Litigation | 53 | |||
5.07 | No Default | 54 | |||
5.08 | Ownership of Property; Liens; Investments | 54 | |||
5.09 | Environmental Compliance | 54 | |||
Section | Page | ||||
5.10 | Insurance | 55 | |||
5.11 | Taxes | 56 | |||
5.12 | ERISA Compliance | 56 | |||
5.13 | Subsidiaries; Equity Interests | 57 | |||
5.14 | Margin Regulations; Investment Company Act | 57 |
5.15 | Disclosure | 58 | |||
5.16 | Compliance with Laws | 58 | |||
5.17 | Taxpayer Identification Number | 58 | |||
5.18 | Intellectual Property; Licenses, Etc | 58 | |||
5.19 | Solvency | 58 | |||
5.20 | Casualty, Etc | 59 | |||
5.21 | Labor Matters | 59 | |||
5.22 | REIT Status | 59 | |||
5.23 | Unencumbered Borrowing Base Properties | 59 | |||
5.24 | Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws | 59 | |||
5.25 | EEA Financial Institutions | 59 | |||
6. | AFFIRMATIVE COVENANTS | 59 | |||
6.01 | Financial Statements | 59 | |||
6.02 | Certificates; Other Information | 60 | |||
6.03 | Notices | 62 | |||
6.04 | Payment of Obligations | 63 | |||
6.05 | Preservation of Existence, Etc | 63 | |||
6.06 | Maintenance of Properties | 64 | |||
6.07 | Maintenance of Insurance | 64 | |||
6.08 | Compliance with Laws and Contractual Obligations | 64 | |||
6.09 | Books and Records | 64 | |||
6.10 | Inspection Rights | 64 | |||
6.11 | Use of Proceeds | 64 | |||
6.12 | Additional Guarantors | 64 | |||
6.13 | Release of Guarantors | 65 | |||
6.14 | Further Assurances | 65 | |||
6.15 | Additional Insurance Requirements for Unencumbered Borrowing Base Properties | 65 | |||
6.16 | PATRIOT Act Compliance | 67 | |||
7. | NEGATIVE COVENANTS | 67 | |||
7.01 | Liens | 67 | |||
7.02 | Investments | 69 | |||
7.03 | Indebtedness | 71 | |||
7.04 | Fundamental Changes | 71 | |||
7.05 | Dispositions | 72 | |||
7.06 | Restricted Payments | 73 | |||
7.07 | Change in Nature of Business | 73 | |||
Section | Page | ||||
7.08 | Transactions with Affiliates | 73 | |||
7.09 | Burdensome Agreements | 74 | |||
7.10 | Use of Proceeds | 74 | |||
7.11 | Financial Covenants | 74 | |||
7.12 | Capital Expenditures | 75 |
7.13 | Accounting Changes | 76 | |||
7.14 | Ownership of Subsidiaries; Certain Real Property Assets | 76 | |||
7.15 | Leases | 76 | |||
7.16 | Sale Leasebacks | 76 | |||
7.17 | Sanctions | 76 | |||
7.18 | ERISA | 76 | |||
8. | EVENTS OF DEFAULT AND REMEDIES | 77 | |||
8.01 | Events of Default | 77 | |||
8.02 | Remedies Upon Event of Default | 79 | |||
8.03 | Application of Funds | 79 | |||
9. | ADMINISTRATIVE AGENT | 80 | |||
9.01 | Appointment and Authority | 80 | |||
9.02 | Rights as a Lender | 80 | |||
9.03 | Exculpatory Provisions | 80 | |||
9.04 | Reliance by Administrative Agent | 81 | |||
9.05 | Delegation of Duties | 81 | |||
9.06 | Resignation or Removal of Administrative Agent | 82 | |||
9.07 | Non-Reliance on Administrative Agent and Other Lenders | 83 | |||
9.08 | No Other Duties, Etc | 83 | |||
9.09 | Administrative Agent May File Proofs of Claim | 83 | |||
9.10 | Guaranty Matters | 84 | |||
10. | MISCELLANEOUS | 84 | |||
10.01 | Amendments, Etc | 84 | |||
10.02 | Notices; Effectiveness; Electronic Communication | 86 | |||
10.03 | No Waiver; Cumulative Remedies; Enforcement | 88 | |||
10.04 | Expenses; Indemnity; Damage Waiver | 88 | |||
10.05 | Payments Set Aside | 90 | |||
10.06 | Successors and Assigns | 90 | |||
10.07 | Treatment of Certain Information; Confidentiality | 94 | |||
10.08 | Right of Setoff | 95 | |||
10.09 | Interest Rate Limitation | 95 | |||
10.10 | Counterparts; Integration; Effectiveness | 95 | |||
10.11 | Survival of Representations and Warranties | 96 | |||
10.12 | Severability | 96 | |||
10.13 | Replacement of Lenders | 96 | |||
10.14 | Governing Law; Jurisdiction; Etc. | 97 | |||
10.15 | Waiver of Jury Trial | 97 | |||
Section | Page | ||||
10.16 | No Advisory or Fiduciary Responsibility | 98 | |||
10.17 | Electronic Execution of Assignments and Certain Other Documents | 98 | |||
10.18 | USA PATRIOT Act | 99 | |||
10.19 | Entire Agreement | 99 | |||
10.20 | ERISA | 99 |
10.21 | Acknowledgement and Consent to Bail‑In of EEA Financial Institutions | 99 | |||
11. | GUARANTY | 100 | |||
11.01 | The Guaranty | 100 | |||
11.02 | Obligations Unconditional | 100 | |||
11.03 | Reinstatement | 101 | |||
11.04 | Certain Waivers | 101 | |||
11.05 | Remedies | 102 | |||
11.06 | Rights of Contribution | 102 | |||
11.07 | Guaranty of Payment; Continuing Guaranty | 102 | |||
11.08 | Keepwell | 102 |
Pricing Level | Consolidated Leverage Ratio | Eurodollar Rate Loans | Base Rate Loans |
I | < 3.5x | 1.70% | 0.70% |
II | ≥3.5x and <4.0x | 1.80% | 0.80% |
III | ≥4.0x and <5.0x | 1.90% | 0.90% |
IV | ≥ 5.0x and < 5.5x | 2.15% | 1.15% |
V | ≥5.5x and <6.0x | 2.30% | 1.30% |
VI | ≥6.0x | 2.60% | 1.60% |
Debt Rating | Eurodollar Rate Loans | Base Rate Loans |
≥ A-/A3 | 1.50% | 0.50% |
BBB+/Baa1 | 1.55% | 0.55% |
BBB/Baa2 | 1.65% | 0.65% |
BBB-/Baa3 | 1.90% | 0.90% |
<BBB-/Baa3 or Unrated | 2.45% | 1.45% |
Year | Percentage of Principal Amount Repaid |
Closing Date through October 13, 2018 | 2.00% |
October 14, 2018 through October 13, 2019 | 1.00% |
October 14, 2019 and thereafter | 0.00% |
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
PEBBLEBROOK HOTEL TRUST, a | ||
Maryland Real Estate Investment Trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
HUSKIES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GATOR OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
BLUE DEVILS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
RUNNING REBELS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLVERINES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAZORBACKS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
GOLDEN EAGLES OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLFPACK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MINERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HOYAS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
DONS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CRUSADERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MENUDO OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RHCP HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
FLATTS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
NKOTB OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEAVERS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CREEDENCE HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HAZEL OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
ORANGEMEN OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
TERRAPINS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
PORTLAND HOTEL TRUST, a Maryland | ||
real estate investment trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GOLDEN BEARS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEARCATS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
JAYHAWK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WILDCATS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
SOUTH 17TH STREET OWNERCO, L.P., a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAMBLERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CAPITAL ONE, NATIONAL | ||
ASSOCIATION, as the Administrative Agent, | ||
and a Lender | ||
By: | /s/ Barbara Heubner | |
Name: Barbara Heubner | ||
Title: Vice President |
RAYMOND JAMES BANK, N.A., as a | ||
Lender | ||
By: | /s/ Matt Stein | |
Name: Matt Stein | ||
Title: Vice President |
TD BANK, N.A., as a Lender | ||
By: | /s/ Michael Duganich | |
Name: Michael Duganich | ||
Title: Vice President |
Lender | Commitment | Applicable Percentage | |||
Capital One, National Association | $ | 49,500,000.00 | 45.000000000 | % | |
TD Bank, National Association | $ | 49,500,000.00 | 45.000000000 | % | |
Raymond James Bank, N.A. | $ | 11,000,000.00 | 10.000000000 | % | |
Total | $ | 110,000,000.00 | 100.000000000 | % |
1. | Pebblebrook Hotel Trust owns 99.66% of the limited partnership interest of Pebblebrook Hotel, L.P. |
2. | Pebblebrook Hotel, L.P. owns 98% of the common stock of Pebblebrook Hotel Lessee, Inc. |
3. | DC Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
4. | Pebblebrook Hotel, L.P. owns 100% of the common shares of DC Hotel Trust |
5. | Portland Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
6. | Pebblebrook Hotel, L.P. owns 100% of the common shares of Portland Hotel Trust |
7. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Tar Heel Borrower LLC |
8. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
9. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Tar Heel Lessee LLC |
10. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Gator Owner LLC |
11. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Gator Lessee LLC |
12. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Orangemen Owner LLC |
13. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Orangemen Lessee LLC |
14. | DC Hotel Trust owns 100% of the membership interests of Jayhawk Owner LLC |
15. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Jayhawk Lessee LLC |
16. | Jayhawk Lessee LLC owns 100% of the membership interests of DH Restaurant DC LLC |
17. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Huskies Owner LLC |
18. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Huskies Lessee LLC |
19. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Terrapins Owner LLC |
20. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
21. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Terrapins Lessee LLC |
22. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Blue Devils Owner LLC |
23. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Blue Devils Lessee LLC |
24. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Spartans Owner LLC |
25. | Spartans Owner LLC owns 11% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
26. | Spartans Owner LLC owns a 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
27. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
28. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
29. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Spartans Lessee LLC |
30. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine, LLC |
31. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
32. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wildcats Owner LLC |
33. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wildcats Lessee LLC |
34. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bruins Owner LLC |
35. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bruins Lessee LLC |
36. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Razorbacks Owner LLC |
37. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Razorbacks Lessee LLC |
38. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Running Rebels Owner LLC |
39. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Running Rebels Lessee LLC |
40. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolverines Owner LLC |
41. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolverines Lessee LLC |
42. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
43. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
44. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
45. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
46. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
47. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
48. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
49. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
50. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
51. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
52. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoosiers Owner LLC |
53. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoosiers Lessee LLC |
54. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Cardinals Owner LLC |
55. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
56. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
57. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Cardinals Lessee LLC |
58. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
59. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., Lessee LLC |
60. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoyas Owner LLC |
61. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoyas Lessee LLC |
62. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolfpack Owner LLC |
63. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolfpack Lessee LLC |
64. | Portland Hotel Trust owns 100% of the membership interests of Golden Eagles Owner LLC |
65. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Eagles Lessee LLC |
66. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Miners Owner LLC |
67. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Miners Hotel Owner LP |
68. | Miners Owner LLC owns 1% of the general partnership interests of Miners Hotel Owner LP |
69. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Miners Lessee LLC |
70. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Ramblers Owner LLC |
71. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Ramblers Hotel Owner LP |
72. | Ramblers Owner LLC owns 1% of the general partnership interests of Ramblers Hotel Owner LP |
73. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Ramblers Lessee LLC |
74. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bearcats Owner LLC |
75. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Bearcats Hotel Owner LP |
76. | Bearcats Owner LLC owns 1% of the general partnership interests of Bearcats Hotel Owner LP |
77. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bearcats Lessee LLC |
78. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Buckeyes Owner LLC |
79. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Buckeyes Hotel Owner LP |
80. | Buckeyes Owner LLC owns 1% of the general partnership interests of Buckeyes Hotel Owner LP |
81. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Buckeyes Lessee LLC |
82. | Portland Hotel Trust owns 100% of the membership interests of Golden Bears Owner LLC |
83. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Bears Lessee LLC |
84. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Dons Owner LLC |
85. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Dons Hotel Owner LP |
86. | Dons Owner LLC owns 1% of the general partnership interests of Dons Hotel Owner LP |
87. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Dons Lessee LLC |
88. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Crusaders Owner LLC |
89. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Crusaders Hotel Owner LP |
90. | Crusaders Owner LLC owns 1% of the general partnership interests of Crusaders Hotel Owner LP |
91. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Crusaders Lessee LLC |
92. | Portland Hotel Trust owns 100% of the membership interests of Beavers Owner LLC |
93. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Beavers Lessee LLC |
94. | Pebblebrook Hotel, L.P. owns 99.99% of the membership interests of Flatts Owner LLC |
95. | Pebblebrook Hotel Lessee, Inc. owns 0.01% of the membership interests of Flatts Owner LLC |
96. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Flatts Lessee LLC |
97. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Menudo Owner LLC |
98. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Menudo Lessee LLC |
99. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of RHCP Owner LLC |
100. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of RHCP Hotel Owner LP |
101. | RHCP Owner LLC owns 1% of the general partnership interests of RHCP Hotel Owner LP |
102. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of RHCP Lessee LLC |
103. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of NKOTB Owner LLC |
104. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of NKOTB Lessee LLC |
105. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hazel Owner LLC |
106. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hazel Lessee LLC |
107. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Creedence Owner LLC |
108. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Creedence Hotel Owner LP |
109. | Creedence Owner LLC owns 1% of the general partnership interests of Creedence Hotel Owner LP |
110. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Creedence Lessee LLC |
Property | In PEB Program | |
Sir Francis Drake | Y | Property, GL, and Umbrella |
InterContinental Buckhead | Y | Property, GL, and Umbrella |
Grand Hotel Minneapolis | Y | Property, GL, and Umbrella |
Hotel Monaco Washington DC | Y | Property, GL, and Umbrella |
Skamania Lodge | Y | Property, GL, and Umbrella |
Le Méridien Delfina | Y | Property, GL, and Umbrella |
Sofitel Philadelphia | Y | Property, GL, and Umbrella |
Argonaut Hotel | Y | Property, GL, and Umbrella |
Westin Gaslamp | Y | Property, GL, and Umbrella |
Hotel Monaco Seattle | Y | Property, GL, and Umbrella |
Mondrian Los Angeles | Y | Property, GL, and Umbrella |
W Boston | Y | Property, GL, and Umbrella |
Hotel Zetta | Y | Property, GL, and Umbrella |
Hotel Vintage Seattle | Y | Property, GL, and Umbrella |
Hotel Vintage Portland | Y | Property, GL, and Umbrella |
W Los Angeles-West Beverly Hills | Y | Property, GL, and Umbrella |
Hotel Zelos San Francisco | Y | Property, GL, and Umbrella |
Embassy Suites San Diego | Y | Property, GL, and Umbrella |
Hotel Modera | Y | Property, GL, and Umbrella |
Hotel Zephyr Fisherman’s Wharf | Y | Property, GL, and Umbrella |
Hotel Zeppelin San Francisco | Y | Property, GL, and Umbrella |
The Nines Hotel | Y | Property, GL, and Umbrella |
Hotel Colonnade Coral Gables | Y | Property, GL and Umbrella |
Hotel Palomar Los Angeles Beverly Hills | Y | Property, GL and Umbrella |
Revere Hotel Boston Common | Y | Property, GL and Umbrella |
LaPlaya Beach Resort & Club | Y | Property, GL and Umbrella |
Hotel Zoe San Francisco | Y | Property, GL and Umbrella |
Union Station Nashville | Y | Property, GL and Umbrella |
28 Properties |
• | Locations situated within a Designated 100 Year Flood Zone: Maximum limits available from the National Flood Insurance Program (NFIP) whether purchased or not. A $100,000 Deductible shall apply to Business Interruption. |
• | Named Windstorm Flood in Tier One Counties: 5% per Unit of Insurance subject to a $1,000,000 Minimum per Occurrence |
• | California Earthquake: 15% per Unit of Insurance subject to a $250,000 Minimum per Occurrence |
• | Pacific Northwest Counties Earthquake: 2% per Unit of Insurance subject to a $100,000 Minimum per Occurrence |
State | Tier I Counties |
Alabama | Baldwin, Mobile |
Florida | Entire State |
Georgia | Bryan, Camden, Chatham, Glynn, Liberty, McIntosh |
Hawaii | Entire state |
Louisiana | Cameron, Iberia, Jefferson, Lafourche, Orleans, Plaquemines, St. Mary, St. Tammany, Terrebonne, Vermilion |
Mississippi | Hancock, Harrison, Jackson |
North Carolina | Beaufort, Brunswick, Carteret, Craven, Dare, Hyde, New Hanover, Onslow, Pamlico, Pender |
South Carolina | Beaufort, Berkley, Charleston, Colleton, Georgetown, Horry, Jasper |
Texas | Aransas, Brazoria, Calhoun, Cameron, Chambers, Galveston, Harris (entire County), Jackson, Jefferson, Kenedy, Kleberg, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy |
Virginia | Accomack, Northampton, Virginia Beach City, Chesapeake, Gloucester, Hampton City, Lancaster, Mathews, Middlesex, Newport News, Norfolk City, Northumberland, Poquoson City, Portsmouth city, Suffolk City, York |
• | Washington: Callum, Jefferson, King, Kitsap, Mason Pierce, San Juan, Skagit, Snohomish, Thurston and Watcom counties. |
• | Oregon: Clatsop, Columbia, Tillamook, Washington, Pol, Clackamas, Marion, Hood River, Multnomah and Yamhill counties. |
PROPOSED INSURANCE COMPANIES | A.M. BEST'S RATING |
Allied World Assurance Co (U.S.) Inc. | A XV |
Arch Specialty Insurance Company | A+ XV |
AXIS Surplus Insurance Company | A+ XV |
Colony Insurance Company | A XII |
Endurance American Specialty Ins Co | A+ XV |
Everest Indemnity Insurance Company | A+ XV |
General Security Indemnity Co of Arizona | A XV |
Hiscox Insurance Company Inc. | A XI |
Homeland Insurance Company of New York | A X |
International Insurance Company of Hannover SE | A+ XV |
Interstate Fire & Casualty Company | A+ XV |
National Fire & Marine Insurance Co | A++ XV |
RSUI Indemnity Company | A+ XIV |
Underwriters at Lloyd's London | A XV |
Underwriters at Lloyd's London (KY) | A XV |
Underwriters at Lloyd's London | A XV |
United Specialty Insurance Company | A IX |
Westchester Surplus Lines Insurance Co | A++ XV |
Westport Insurance Corporation | A+ XV |
Loan Party/Subsidiary | Capital/Ownership Structure | Percentage Owned by Holder(s) |
Pebblebrook Hotel, L.P. | Pebblebrook Hotel Trust Jon E. Bortz Raymond D. Martz Thomas C. Fisher | 99.66% limited partnership interest .16% limited partnership interest .09% limited partnership interest .10% limited partnership interest |
Pebblebrook Hotel Lessee, Inc. | Pebblebrook Hotel, L.P. | 98% common stock |
Pebblebrook Hotel Lessee, Inc. | DC Hotel Trust | 1% common stock |
DC Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Pebblebrook Hotel Lessee, Inc. | Portland Hotel Trust | 1% common stock |
Portland Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Tar Heel Borrower LLC | Tar Heel Owner LLC | 100% |
Tar Heel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Tar Heel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Gator Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Gator Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Orangemen Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Orangemen Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Jayhawk Owner LLC | DC Hotel Trust | 100% |
Jayhawk Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
DH Restaurant DC LLC | Jayhawk Lessee LLC | 100% |
Huskies Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Huskies Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Terrapins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Skamania Lodge Furnishings LLC | Terrapins Owner LLC | 100% |
Terrapins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Owner LLC | Pebblebrook Hotel, L.P. | 100% |
South 17th Street OwnerCo Mezzanine, L.P. | Spartans Owner LLC | 11% |
South 17th Street OwnerCo, LP | Spartans Owner LLC | 0.1% |
South 17th Street OwnerCo, LP | South 17th Street OwnerCo Mezzanine, LP | 99.9% |
South 17th Street OwnerCo Mezzanine, L.P. | Pebblebrook Hotel, L.P. | 89% |
South 17th Street LeaseCo Mezzanine, LP | Spartans Lessee LLC | 100% |
South 17th Street LeaseCo, LP | South 17th Street LeaseCo Mezzanine, LP | 100% |
Spartans Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Spartans Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wildcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wildcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Razorbacks Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Razorbacks Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Running Rebels Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Running Rebels Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolverines Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolverines Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Sunset Restaurant LLC | Wolverines Lessee LLC | 50% |
Sunset Restaurant LLC | Mondrian Pledgor LLC | 50% |
Mondrian Pledgor LLC | Wolverines Lessee LLC | 100% |
8440 LLC | Sunset Restaurant LLC | 0.01% |
8440 LLC | Mondrian Pledgor LLC | 99.99% |
Hoosiers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoosiers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Cardinals Owner LLC | Pebblebrook Hotel, L.P. | 100% |
371 Seventh Avenue Co., LLC | Cardinals Owner LLC | 100% |
150 East 34th Street Co., LLC | Cardinals Owner LLC | 100% |
Cardinals Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
371 Seventh Avenue Co., Lessee LLC | Cardinals Lessee LLC | 100% |
150 East 34th Street Co., Lessee LLC | Cardinals Lessee LLC | 100% |
Hoyas Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoyas Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolfpack Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolfpack Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Golden Eagles Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Eagles Owner LLC | Portland Hotel Trust | 100% |
Miners Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Miners Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Miners Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Miners Hotel Owner LP | Miners Owner LLC | 1% |
Ramblers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Ramblers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Ramblers Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Ramblers Hotel Owner LP | Ramblers Owner LLC | 1% |
Bearcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bearcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Bearcats Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Bearcats Hotel Owner LP | Bearcats Owner LLC | 1% |
Buckeyes Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Buckeyes Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Buckeyes Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Buckeyes Hotel Owner LP | Buckeyes Owner LLC | 1% |
Golden Bears Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Bears Owner LLC | Portland Hotel Trust | 100% |
Dons Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Dons Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Dons Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Dons Hotel Owner LP | Dons Owner LLC | 1% |
Crusaders Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Crusaders Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Crusaders Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Crusaders Hotel Owner LP | Crusaders Owner LLC | 1% |
Beavers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Beavers Owner LLC | Portland Hotel Trust | 100% |
Flatts Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Flatts Owner LLC | Pebblebrook Hotel, L.P. | 99.99% |
Flatts Owner LLC | Pebblebrook Hotel Lessee, Inc. | 0.01% |
Menudo Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Menudo Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
RHCP Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
RHCP Hotel Owner LP | RHCP Owner LLC | 1% |
NKOTB Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
NKOTB Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Hazel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hazel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Creedence Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Creedence Hotel Owner LP | Creedence Owner LLC | 1% |
Subsidiary | Jurisdiction | # of ownership interests of each class outstanding | # and percentage of outstanding ownership interests by Parent REIT, Borrower and Subsidiaries | Outstanding options, warrants, rights of conversion or purchase and all other similar rights | Guarantor under Credit Agreement [yes/no] | Borrowing Base Properties owned by such Loan Party |
Pebblebrook Hotel Lessee, Inc. | DE | 980 shares of common stock | 98% by Pebblebrook Hotel, L.P., 1% by DC Hotel Trust and 1% by Portland Hotel Trust | None | No | None |
Pebblebrook Hotel, L.P. | DE | 68,816,375common units and 236,351 LTIP units | 99.66% limited partnership interest by Pebblebrook Hotel Trust | None | No | None |
DC Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Portland Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Tar Heel Borrower LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Tar Heel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Gator Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Grand Hotel Minneapolis |
Gator Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Orangemen Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | InterContinental Buckhead |
Orangemen Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Jayhawk Owner LLC | DE | N/A | 100% by DC Hotel Trust | None | Yes | Hotel Monaco Washington DC |
Jayhawk Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
DH Restaurant DC LLC | DE | N/A | 100% by Jayhawk Lessee LLC | None | No | None |
Huskies Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Sir Francis Drake |
Huskies Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Terrapins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Skamania Lodge |
Terrapins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Blue Devils Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Le Méridien Delfina |
Blue Devils Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Spartans Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Spartans Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
South 17th Street OwnerCo Mezzanine L.P. | DE | N/A | 11% by Spartans Owner LLC 89% by Pebblebrook Hotel, L.P. | None | No | None |
South 17th Street OwnerCo, LP | DE | N/A | 0.1% by Spartans Owner LLC 99.9% by South 17th Street OwnerCo Mezzanine, L.P. | None | Yes | Sofitel Philadelphia |
South 17th Street LeaseCo Mezzanine, LP | DE | N/A | 100% by Spartans Lessee LLC | None | No | None |
South 17th Street LeaseCo, LP | DE | N/A | 100% by South 17th Street LeaseCo Mezzanine, LP | None | No | None |
Wildcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Argonaut Hotel |
Wildcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bruins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bruins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Razorbacks Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | W Boston |
Razorbacks Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Running Rebels Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Monaco Seattle |
Running Rebels Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolverines Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Mondrian Los Angeles |
Wolverines Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hoosiers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Hoosiers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Cardinals Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Cardinals Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
371 Seventh Avenue Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
371 Seventh Avenue Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
150 East 34th Street Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
150 East 34th Street Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
Hoyas Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Zetta |
Hoyas Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolfpack Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Vintage Seattle |
Wolfpack Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Eagles Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Vintage Portland |
Golden Eagles Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Miners Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Miners Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Miners Owner LLC | None | Yes | W Los Angeles-West Beverly Hills |
Miners Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Ramblers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Ramblers Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Ramblers Owner LLC | None | Yes | Hotel Zelos San Francisco |
Ramblers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bearcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bearcats Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Bearcats Owner LLC | None | Yes | Embassy Suites San Diego |
Bearcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Buckeyes Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Buckeyes Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Buckeyes Owner LLC | None | No | None |
Buckeyes Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Bears Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Modera |
Golden Bears Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Dons Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Dons Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Dons Owner LLC | None | Yes | Hotel Zephyr Fisherman’s Wharf |
Dons Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Crusaders Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Crusaders Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Crusaders Owner LLC | None | Yes | Hotel Zeppelin San Francisco |
Crusaders Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Beavers Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | The Nines Hotel |
Beavers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Flatts Owner LLC | DE | N/A | 99.99% by Pebblebrook Hotel, L.P and 0.01% by Pebblebrook Hotel Lessee, Inc. | None | Yes | Union Station Nashville |
Flatts Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Menudo Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | No | Hotel Colonnade Coral Gables |
Menudo Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
RHCP Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
RHCP Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by RHCP Owner LLC | None | Yes | Hotel Palomar Los Angeles Beverly Hills |
RHCP Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
NKOTB Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | Revere Hotel Boston Common |
NKOTB Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hazel Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | LaPlaya Beach Resort & Club |
Hazel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Creedence Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Creedence Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Creedence Owner LLC | None | Yes | Hotel Zoe San Francisco |
Creedence Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
1. | Pebblebrook Hotel, L.P. owns the common shares of DC Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of DC Hotel Trust |
2. | Pebblebrook Hotel, L.P. owns the common shares of Portland Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of Portland Hotel Trust |
3. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
4. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
5. | Jayhawk Lessee LLC owns 100% of the membership interests in DH Restaurant DC LLC |
6. | Spartans Owner LLC owns a 11% membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
7. | Spartans Owner LLC owns 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
8. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
9. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
10. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine LLC |
11. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
12. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
13. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
14. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
15. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
16. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
17. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
18. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
19. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
20. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
1. | Pebblebrook Hotel Lessee, Inc. |
2. | Gator Lessee LLC |
3. | Orangemen Lessee LLC |
4. | Jayhawk Lessee LLC |
5. | Huskies Lessee LLC |
6. | Terrapins Lessee LLC |
7. | Blue Devils Lessee LLC |
8. | Spartans Lessee LLC |
9. | Wildcats Lessee LLC |
10. | Bruins Lessee LLC |
11. | Razorbacks Lessee LLC |
12. | Running Rebels Lessee LLC |
13. | Wolverines Lessee LLC |
14. | Hoyas Lessee LLC |
15. | Wolfpack Lessee LLC |
16. | Golden Eagles Lessee LLC |
17. | Miners Lessee LLC |
18. | Ramblers Lessee LLC |
19. | Bearcats Lessee LLC |
20. | Golden Bears Lessee LLC |
21. | Dons Lessee LLC |
22. | Crusaders Lessee LLC |
23. | Beavers Lessee LLC |
24. | Menudo Lessee LLC |
25. | Flatts Lessee LLC |
26. | RHCP Lessee LLC |
27. | NKOTB Lessee LLC |
28. | Hazel Lessee LLC |
29. | Creedence Lesse LLC |
1. | Sir Francis Drake |
2. | Grand Hotel Minneapolis |
3. | Le Méridien Delfina |
4. | Hotel Monaco Seattle |
5. | Mondrian Los Angeles |
6. | W Boston |
7. | Hotel Zetta |
8. | Hotel Vintage Seattle |
9. | Hotel Vintage Portland |
10. | InterContinental Buckhead |
11. | Hotel Monaco Washington DC |
12. | Skamania Lodge |
13. | Argonaut Hotel |
14. | W Los Angeles – West Beverly Hills |
15. | Embassy Suites San Diego |
16. | Hotel Modera |
17. | Hotel Zephyr Fisherman’s Wharf |
18. | Hotel Zeppelin San Francisco |
19. | The Nines Hotel |
20. | Hotel Colonnade Coral Gables |
21. | Hotel Palomar Los Angeles Beverly Hills |
22. | Union Station Nashville |
23. | Revere Hotel Boston Commons |
24. | LaPlaya Beach Resort & Club |
25. | Hotel Zoe San Francisco |
26. | Sofitel Philadelphia |
27. | Hotel Zelos San Francisco |
1. | Hotel Monaco Washington, DC Ground Lease |
2. | Argonaut Hotel Ground Lease |
3. | Hotel Zelos San Francisco Ground Lease |
4. | Hotel Zephyr Fisherman’s Wharf Ground Lease |
5. | Hotel Zeppelin San Francisco Ground Lease |
Property | Loan Amount | Interest Rate | Expiration Date | |||
Westin Gaslamp Quarter | $71.72 | 3.69 | % | January 2020 |
☐ | A Borrowing |
☐ | A conversion of Loans from one Type to the other |
☐ | A continuation of Eurodollar Rate Loans |
1. | On (a Business Day). |
2. | In the amount of $ . |
3. | Comprised of . |
[Type of Loan requested] |
4. | For Eurodollar Rate Loans: with an Interest Period of [__] months. |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
Date | Type of Loan Made | Amount of Loan Made | End of Interest Period | Amount of Principal or Interest Paid This Date | Outstanding Principal Balance This Date | Notation Made By | ||||||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
I. Section 7.02(h)(i): Undeveloped or Speculative Land | |||
A. Undeveloped or Speculative Land, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 5 | % | |
II. Section 7.02(h)(ii): Income-Producing Real Properties | |||
A. Income-Producing Real Properties (other than hotels or similar hospitality properties), valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 10 | % | |
III. Section 7.02(h)(iii): Development/Redevelopment Properties | |||
A. Development/Redevelopment Properties with respect to which development activities are being undertaken, valued at cost (including all costs and expenses associated with all existing development activities (budget to completion)), at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
IV. Section 7.02(h)(iv): Unconsolidated Affiliates | |||
A. Unconsolidated Affiliates, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 20 | % | |
V. Section 7.02(h)(v): Mortgage or Real Estate-Related Loan Assets | |||
A. Mortgage or real-estate-related loan assets, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VI. Section 7.02(h)(vi): Equity Interests | |||
A. Equity Interests in any Person other than an Affiliate of the Borrower, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ |
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VII. Section 7.11(a): Consolidated Leverage Ratio | |||
A. Consolidated Funded Indebtedness at Statement Date: | $ | ||
B. Adjusted Unrestricted Cash at Statement Date: | $ | ||
C. Line A – Line B: | $ | ||
D. EBITDA (see Schedule 2) for four consecutive fiscal quarters ending on above date (“Subject Period”): | $ | ||
E. Consolidated Leverage Ratio ((Line C ÷ Line D): | _____________ to 1.0 | ||
Maximum permitted: | 6.75 to 1.03 | ||
VIII. Section 7.11(b): Consolidated Recourse Secured Indebtedness Limitation | |||
A. Consolidated Recourse Secured Indebtedness: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | ________________ % | ||
Maximum Permitted: | 5%4 | ||
IX. Section 7.11(c): Consolidated Secured Debt Limitation | |||
A. Consolidated Secured Debt: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 45 | % | |
X. Section 7.11(d): Consolidated Fixed Charge Coverage Ratio | |||
A. Adjusted EBITDA (see Schedule 2) for Subject Period: | $ | ||
1. Consolidated Interest Charges for Subject Period: | $ | ||
2. Current scheduled principal payments on Consolidated Funded Indebtedness (including current scheduled reductions in commitments, but excluding any payment of principal under the Loan Documents and any “balloon” payment or other final payment at maturity that is significantly larger than the scheduled payments that preceded it) for Subject Period: | $ | ||
3. Dividends and distributions paid in cash on preferred stock by the Consolidated Parties on a consolidated basis and all Unconsolidated Affiliates for Subject Period: | $ | ||
B. Consolidated Fixed Charges for Subject Period (Lines 1 + 2 + 3): | $ | ||
C. Consolidated Fixed Charge Coverage Ratio (Line A ÷ Line B): | ______________ to 1.0 | ||
3 Once during the term of the Agreement, the Borrower may deliver a written statement to the Administrative Agent in a Compliance Certificate that the Consolidated Leverage Ratio exceeds 6.75 to 1.0, so long as it does not exceed 7.0 to 1.0 as of the last day of the fiscal quarter for which such Compliance Certificate was delivered and the next three (3) consecutive fiscal quarters (or such shorter period if the Surge Period is terminated pursuant to the Agreement), subject to payment of a pricing premium of 35 bps as set forth in the Agreement. | |||
4 Once during the term of the Agreement, for up to four (4) consecutive quarters, Consolidated Recourse Secured Indebtedness may exceed 5% but not exceed 10% of Consolidated Total Asset Value. |
Minimum Required: | 1.5 to 1.0 | ||
XI. Section 7.11(e): Consolidated Unsecured Interest Coverage Ratio | |||
A. Net Operating Income (Schedule 3) from Unencumbered Borrowing Base Properties for Subject Period: | $ | ||
B. Unsecured Interest Charges for Subject Period: | $ | ||
C. Consolidated Unsecured Interest Coverage Ratio (Line A ÷ Line B): | __________ to 1.0 | ||
Minimum Required: | 2.0 to 1.0 | ||
XII. Section 7.11(f): Consolidated Tangible Net Worth | |||
1. Shareholder’s Equity at Statement Date | $ | ||
2. Intangible Assets of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
3. Accumulated Depreciation of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
A. Consolidated Tangible Net Worth (Line 1 – 2 + 3): | $ | ||
B. 75% of Consolidated Tangible Net Worth as of June 30, 2017: | $ | 1,400,772 | |
C. 75% of Net Proceeds of Equity Issuances by the Consolidated Parties after June 30, 2017: | $ | ||
D. Minimum required Consolidated Tangible Net Worth (Line B + Line C): | $ | ||
E. Excess (Deficiency) for covenant compliance (Line A – Line D): | $ | ||
XIII. Section 7.11(g): Unsecured Leverage Ratio | |||
A. Unsecured Indebtedness: | $ | ||
B. Unencumbered Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 60%5 | ||
XIV. Section 7.11(h): Restricted Payments | |||
A. FFO Distribution Allowance for Subject Period: | |||
5 The Unsecured Leverage Ratio may exceed 60% as of the last day of the fiscal quarter in which any material Acquisition occurs and the last day of the two (2) consecutive fiscal quarters thereafter (an "Unencumbered Leverage Increase Period"), provided that (i) the Unsecured Leverage ratio does not exceed 65%, (ii) no more than three (3) Unencumbered leverage Increase Periods have been elected during the term of the Agreement, and (iii) any such Unencumbered Leverage Increase Periods have been non-consecutive. | |||
1. Consolidated Net Income for Subject Period (see Note B below): | $ | ||
2. Depreciation expenses for Subject Period: | $ | ||
3. Amortization expenses for Subject Period: | $ | ||
B. FFO Distribution Allowance (0.95 x (Lines 1 + 2 + 3)): | $ | ||
Note A - in determining Line 1, adjust such line to (a) include (i) the Parent REITs’ interests in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, as may be amended from time to time, and (ii) amounts deducted from net income as a result of pre-funded fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the under-accrual of earn outs due to the FAS 141R Changes, and (b) exclude net income (or loss) of the Consolidated Parties on a consolidated basis such that Line 1 shall not include gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or redemptions of preferred stock or (iv) non-cash asset impairment charges. | |||
C. Restricted Payments made by the Consolidated Parties to the holders of their Equity Interest for Subject Period (see Note B below): | $ | ||
Note B - to the extent no Event of Default then exists or will result from same (or if an Event of Default then exists or will result from same, then so long as no Acceleration shall have occurred), each Loan Party shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to the Parent REIT, in each case to permit the Parent REIT to make Restricted Payments to the holder of Equity Interest in the Parent REIT to the extent necessary to maintain the Parent REITs status as a REIT and as necessary to pay any special or extraordinary tax liabilities then due (after taking into account any losses, offsets and credits, as applicable) on capital gains attributable to the Parent REIT. In addition, so long as no Acceleration shall have occurred, each TRS may make Restricted Payments to its parent entity to the extent necessary to pay any Tax then due in respect of the income of such TRS. | |||
D. Excess (Deficiency) for covenant compliance (Line B – Line C): | $ |
EBITDA and Consolidated Adjusted EBITDA | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Four Quarters Ended __________ | |
Consolidated Net Income | ||||||
+ | Consolidated Interest Charges | |||||
+/- | The net impact of Federal, state, local and foreign income taxes and credits | |||||
+ | Depreciation and Amortization Expenses | |||||
+ | Other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period | |||||
+ | Amounts deducted from net income as a result of fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the underaccrual of earn outs due to the FAS 141R Changes | |||||
+/- | The net impact of all non-cash items with respect to straight-lining of rents materially increasing or decreasing Consolidated Net Income |
+/- | All other non-cash items increasing or decreasing Consolidated Net Income (including non-cash revenues, expenses, gains or losses with respect to Excluded Capital Leases) | |||||
+/- | Net impact of hotel results on a Pro Forma Basis for hotels not owned during the entire Calculation Period | |||||
= | EBITDA | |||||
- | 4.0% FF&E Reserve (excluding revenues with respect to third-party space or retail leases) | |||||
= | Consolidated Adjusted EBITDA |
Net Operating Income | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Four Quarters Ended |
Net Operating Incomes from each Unencumbered Borrowing Base Property for Subject Period:6 | |||||
Sir Francis Drake | |||||
Grand Hotel Minneapolis | |||||
Le Méridien Delfina | |||||
Hotel Monaco Seattle | |||||
Mondrian Los Angeles | |||||
W Boston | |||||
Hotel Zetta | |||||
Hotel Vintage Seattle | |||||
Hotel Vintage Portland | |||||
InterContinental Buckhead | |||||
Hotel Monaco Washington DC | |||||
Skamania Lodge | |||||
Argonaut Hotel | |||||
W Los Angeles – West Beverly Hills | |||||
Embassy Suites San Diego |
Hotel Modera | |||||
Hotel Zephyr Fisherman’s Wharf | |||||
Hotel Zeppelin San Francisco | |||||
The Nines Hotel | |||||
Hotel Colonnade Coral Gables | |||||
Hotel Palomar Los Angeles Beverly Hills | |||||
Union Station Nashville | |||||
Revere Hotel Boston Commons | |||||
LaPlaya Beach Resort & Club | |||||
Hotel Zoe San Francisco | |||||
Sofitel Philadelphia | |||||
Hotel Zelos San Francisco | |||||
= Total Unencumbered Borrowing Base Net Operating Income | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 40% from any one Major MSA | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 33% from any one Other MSA | |||||
= Adjusted Total Unencumbered Borrowing Base Net Operating Income |
Assignor: | |
Assignee: | |
3. | Borrower: Pebblebrook Hotel, L.P. |
4. | Administrative Agent: Capital One, National Association, as the administrative agent under the Credit Agreement |
5. | Credit Agreement: Credit Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time), among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the “Borrower”), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “Parent REIT”), the other Guarantors from time to time party thereto, the Lenders from time to time party thereto, and Capital One, National Association, as Administrative Agent. |
6. | Assigned Interest[s]: |
Assignor | Assignee | Aggregate Amount of Commitment for all Lenders | Amount of Commitment Assigned | Percentage Assigned of Commitment | CUSIP Number |
$ ____________ | $___________ | _________ % | |||
7. | [Trade Date: __________________] |
ASSIGNOR | |
[NAME OF ASSIGNOR] | |
By: _____________________________________________ | |
Name: | |
Title: |
ASSIGNEE | |
[NAME OF ASSIGNEE] | |
By: _____________________________________________ | |
Name: | |
Title: |
CAPITAL ONE, NATIONAL ASSOCIATION, as | |
Administrative Agent | |
By: _____________________________________________ | |
Name: | |
Title: |
By: _____________________________________________ | |
Name: | |
Title: |
Payment Instructions | |
Bank Name: | Capital One N.A. |
Bank Address: | 10700 Capital One Way, Glen Allen VA 23060 |
ABA/Routing No.: | 65000090 |
Account Name: | Agency Clearing |
Account: | Personally identifiable information redacted |
Reference: | [Insert Borrower Name] |
Primary Loan Servicing Contact | Secondary Loan Servicing Contact | ||
Name: | |||
Title: | |||
Address: | |||
E-mail: | |||
Phone: | |||
Fax: |
Preferred Method of Payment: | Choose from above ^ |
Bank Name: | |
City and State: | |
ABA/Routing No.: | |
Account Name: | |
Account No.: | |
Reference: |
Bank Name: | |
City and State: | |
ABA/Routing No.: | |
Account Name: | |
Account No.: | |
Reference: |
1. | Each of the New Subsidiary, Borrower and Parent REIT hereby acknowledges, agrees and confirms that, by their execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement, a “Loan Party” and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender and each other Secured Party as provided in Section 11 of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. |
2. | The New Subsidiary hereby represents and warrants to the Administrative Agent that, as of the date hereof: |
(a) | the New Subsidiary’s exact legal name and jurisdiction of incorporation or formation are as set forth on the signature pages hereto, and other than as set forth on Schedule 1 hereto, the New Subsidiary has not changed its legal name, jurisdiction of incorporation or formation, been party to a merger, consolidation or other change in structure or used any tradename in the five years preceding the date hereof; |
(b) | the New Subsidiary’s chief executive office and principal place of business is located at the location set forth on Schedule 1 hereto, and other than as set forth on Schedule 2, the New Subsidiary has not changed its chief executive office or principal place of business in the five months preceding the date hereof; |
(c) | Schedule 3 hereto includes all Subsidiaries of the New Subsidiary, including the jurisdiction of incorporation or formation, the number of shares of outstanding Equity Interests, the certificate number(s) of the certificates (if any) evidencing such Equity Interests and the percentage of such Equity Interests owned by the New Subsidiary; and |
(d) | the New Subsidiary has provided to the Administrative Agent all documents, certificates, opinions and deliverables required under Section 6.12 of the Credit Agreement. |
3. | The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 10.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. |
4. | The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Section 11 of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. |
5. | This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. |
6. | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
[NEW SUBSIDIARY] | ||
By: | ||
Name: | ||
Title: | ||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, its | ||
general partner | ||
By: | ||
Name: | ||
Title: | ||
PEBBLEBROOK HOTEL TRUST, a Maryland Real | ||
Estate Investment Trust | ||
By: | ||
Name: | ||
Title: |
CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent | |
By: | |
Name: | |
Title: |
[NAME OF LENDER] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF LENDER] | |
By: _______________________ | |
Name: ________________________ | |
Title: ________________________ |
Section | Page | ||||
1. | DEFINITIONS AND ACCOUNTING TERMS | 1 | |||
1.01 | Defined Terms | 1 | |||
1.02 | Other Interpretive Provisions | 30 | |||
1.03 | Accounting Terms. | 31 | |||
1.04 | Rounding | 32 | |||
1.05 | Times of Day; Rates | 32 | |||
1.06 | Addition/Removal of Unencumbered Borrowing Base Properties. | 32 | |||
2. | THE COMMITMENTS AND BORROWINGS | 33 | |||
2.01 | The Loans | 33 | |||
2.02 | Borrowings, Conversions and Continuations of Loans. | 33 | |||
2.03 | Prepayments. | 34 | |||
2.04 | Termination or Reduction of Commitments. | 35 | |||
2.05 | Repayment of Loans. | 35 | |||
2.06 | Interest. | 35 | |||
2.07 | Fees | 36 | |||
2.08 | Computation of Interest and Fees; Retroactive Adjustments of Applicable Margin. | 36 | |||
2.09 | Evidence of Debt. | 36 | |||
2.10 | Payments Generally; Administrative Agent’s Clawback. | 37 | |||
2.11 | Sharing of Payments by Lenders | 38 | |||
2.12 | Increase in Total Credit Exposure. | 39 | |||
2.13 | Defaulting Lenders. | 40 | |||
3. | TAXES, YIELD PROTECTION AND ILLEGALITY | 41 | |||
3.01 | Taxes. | 41 | |||
3.02 | Illegality | 46 | |||
3.03 | Inability to Determine Rates | 46 | |||
3.04 | Increased Costs; Reserves on Eurodollar Rate Loans. | 47 | |||
3.05 | Compensation for Losses | 48 | |||
3.06 | Mitigation Obligations; Replacement of Lenders. | 49 | |||
3.07 | Survival | 49 | |||
4. | CONDITIONS PRECEDENT | 49 | |||
4.01 | Conditions to Closing Date | 49 | |||
4.02 | Conditions to all Borrowings | 51 | |||
5. | REPRESENTATIONS AND WARRANTIES | 52 | |||
5.01 | Existence, Qualification and Power | 52 | |||
5.02 | Authorization; No Contravention | 52 | |||
5.03 | Governmental Authorization; Other Consents | 53 | |||
5.04 | Binding Effect | 53 | |||
5.05 | Financial Statements; No Material Adverse Effect. | 53 | |||
5.06 | Litigation | 53 | |||
5.07 | No Default | 54 |
Section | Page | ||||
5.08 | Ownership of Property; Liens; Investments. | 54 | |||
5.09 | Environmental Compliance. | 54 | |||
5.10 | Insurance | 55 | |||
5.11 | Taxes | 56 | |||
5.12 | ERISA Compliance. | 56 | |||
5.13 | Subsidiaries; Equity Interests | 57 | |||
5.14 | Margin Regulations; Investment Company Act. | 57 | |||
5.15 | Disclosure | 58 | |||
5.16 | Compliance with Laws | 58 | |||
5.17 | Taxpayer Identification Number | 58 | |||
5.18 | Intellectual Property; Licenses, Etc | 58 | |||
5.19 | Solvency | 58 | |||
5.20 | Casualty, Etc | 58 | |||
5.21 | Labor Matters | 59 | |||
5.22 | REIT Status | 59 | |||
5.23 | Unencumbered Borrowing Base Properties | 59 | |||
5.24 | Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws | 59 | |||
5.25 | EEA Financial Institutions | 59 | |||
6. | AFFIRMATIVE COVENANTS | 59 | |||
6.01 | Financial Statements | 59 | |||
6.02 | Certificates; Other Information | 60 | |||
6.03 | Notices | 62 | |||
6.04 | Payment of Obligations | 63 | |||
6.05 | Preservation of Existence, Etc | 63 | |||
6.06 | Maintenance of Properties | 64 | |||
6.07 | Maintenance of Insurance | 64 | |||
6.08 | Compliance with Laws and Contractual Obligations | 64 | |||
6.09 | Books and Records | 64 | |||
6.10 | Inspection Rights | 64 | |||
6.11 | Use of Proceeds | 64 | |||
6.12 | Additional Guarantors | 64 | |||
6.13 | Release of Guarantors | 65 | |||
6.14 | Further Assurances | 65 | |||
6.15 | Additional Insurance Requirements for Unencumbered Borrowing Base Properties. | 65 | |||
6.16 | PATRIOT Act Compliance | 67 | |||
7. | NEGATIVE COVENANTS | 67 | |||
7.01 | Liens | 67 | |||
7.02 | Investments | 69 | |||
7.03 | Indebtedness | 71 | |||
7.04 | Fundamental Changes | 71 | |||
7.05 | Dispositions | 72 |
Section | Page | ||||
7.06 | Restricted Payments. | 73 | |||
7.07 | Change in Nature of Business | 73 | |||
7.08 | Transactions with Affiliates | 73 | |||
7.09 | Burdensome Agreements | 74 | |||
7.10 | Use of Proceeds | 74 | |||
7.11 | Financial Covenants. | 74 | |||
7.12 | Capital Expenditures | 75 | |||
7.13 | Accounting Changes | 76 | |||
7.14 | Ownership of Subsidiaries; Certain Real Property Assets | 76 | |||
7.15 | Leases | 76 | |||
7.16 | Sale Leasebacks | 76 | |||
7.17 | Sanctions | 76 | |||
7.18 | ERISA | 76 | |||
8. | EVENTS OF DEFAULT AND REMEDIES | 77 | |||
8.01 | Events of Default | 77 | |||
8.02 | Remedies Upon Event of Default | 79 | |||
8.03 | Application of Funds | 79 | |||
9. | ADMINISTRATIVE AGENT | 80 | |||
9.01 | Appointment and Authority | 80 | |||
9.02 | Rights as a Lender | 80 | |||
9.03 | Exculpatory Provisions | 80 | |||
9.04 | Reliance by Administrative Agent | 81 | |||
9.05 | Delegation of Duties | 81 | |||
9.06 | Resignation or Removal of Administrative Agent | 82 | |||
9.07 | Non-Reliance on Administrative Agent and Other Lenders | 83 | |||
9.08 | No Other Duties, Etc | 83 | |||
9.09 | Administrative Agent May File Proofs of Claim | 83 | |||
9.10 | Guaranty Matters | 84 | |||
10. | MISCELLANEOUS | 84 | |||
10.01 | Amendments, Etc | 84 | |||
10.02 | Notices; Effectiveness; Electronic Communication. | 86 | |||
10.03 | No Waiver; Cumulative Remedies; Enforcement | 88 | |||
10.04 | Expenses; Indemnity; Damage Waiver. | 88 | |||
10.05 | Payments Set Aside | 90 | |||
10.06 | Successors and Assigns. | 90 | |||
10.07 | Treatment of Certain Information; Confidentiality | 94 | |||
10.08 | Right of Setoff | 95 | |||
10.09 | Interest Rate Limitation | 95 | |||
10.10 | Counterparts; Integration; Effectiveness | 95 | |||
10.11 | Survival of Representations and Warranties | 96 | |||
10.12 | Severability | 96 | |||
10.13 | Replacement of Lenders | 96 |
Section | Page | ||||
10.14 | Governing Law; Jurisdiction; Etc. | 97 | |||
10.15 | Waiver of Jury Trial | 97 | |||
10.16 | No Advisory or Fiduciary Responsibility | 98 | |||
10.17 | Electronic Execution of Assignments and Certain Other Documents | 98 | |||
10.18 | USA PATRIOT Act | 99 | |||
10.19 | Entire Agreement | 99 | |||
10.20 | Restatement of Original Credit Agreement | 99 | |||
10.21 | ERISA | 99 | |||
10.22 | Acknowledgement and Consent to Bail‑In of EEA Financial Institutions | 99 | |||
11. | GUARANTY | 100 | |||
11.01 | The Guaranty. | 100 | |||
11.02 | Obligations Unconditional | 100 | |||
11.03 | Reinstatement | 101 | |||
11.04 | Certain Waivers | 101 | |||
11.05 | Remedies | 102 | |||
11.06 | Rights of Contribution | 102 | |||
11.07 | Guaranty of Payment; Continuing Guaranty | 102 | |||
11.08 | Keepwell | 102 |
Pricing Level | Consolidated Leverage Ratio | Eurodollar Rate Loans | Base Rate Loans |
I | < 3.5x | 1.40% | 0.40% |
II | ≥3.5x and <4.0x | 1.45% | 0.45% |
III | ≥4.0x and <5.0x | 1.55% | 0.55% |
IV | ≥ 5.0x and < 5.5x | 1.75% | 0.75% |
V | ≥5.5x and <6.0x | 1.85% | 0.85% |
VI | ≥6.0x | 2.20% | 1.20% |
Debt Rating | Eurodollar Rate Loans | Base Rate Loans |
≥ A-/A3 | 0.90% | 0.00% |
BBB+/Baa1 | 0.95% | 0.00% |
BBB/Baa2 | 1.10% | 0.10% |
BBB-/Baa3 | 1.35% | 0.35% |
<BBB-/Baa3 or Unrated | 1.75% | 0.75% |
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
PEBBLEBROOK HOTEL TRUST, a | ||
Maryland Real Estate Investment Trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President and | ||
Chief Financial Officer |
HUSKIES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GATOR OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
BLUE DEVILS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
RUNNING REBELS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLVERINES OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAZORBACKS OWNER LLC, a Delaware limited | ||
liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
GOLDEN EAGLES OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WOLFPACK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MINERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HOYAS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
DONS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CRUSADERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
MENUDO OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RHCP HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
FLATTS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
NKOTB OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEAVERS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
CREEDENCE HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
HAZEL OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
ORANGEMEN OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
TERRAPINS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
PORTLAND HOTEL TRUST, a Maryland | ||
real estate investment trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Vice President and Secretary |
GOLDEN BEARS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
BEARCATS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
JAYHAWK OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
WILDCATS OWNER LLC, a | ||
Delaware limited liability company | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
SOUTH 17TH STREET OWNERCO, L.P., a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
RAMBLERS HOTEL OWNER LP, a | ||
Delaware limited partnership | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: President |
PNC BANK, NATIONAL ASSOCIATION, | ||
as the Administrative Agent and a Lender | ||
By: | /s/ Katie Chowdhry | |
Name: Katie Chowdhry | ||
Title: Vice President |
REGIONS BANK, as a Lender | ||
By: | /s/ T. Barrett Vawter | |
Name: T. Barrett Vawter | ||
Title: Vice President |
U.S. BANK NATIONAL ASSOCIATION, as | ||
a Lender | ||
By: | /s/ Lori Y. Jensen | |
Name: Lori Y. Jensen | ||
Title: Senior Vice President |
BANK OF AMERICA, N.A., as a Lender | ||
By: | /s/ Roger C. Davis | |
Name: Roger C. Davis | ||
Title: Senior Vice President |
SUMITOMO MITSUI BANKING | ||
CORPORATION, as a Lender | ||
By: | /s/ Keith Connolly | |
Name: Keith Connolly | ||
Title: General Manager |
WELLS FARGO BANK, NATIONAL | ||
ASSOCIATION, as a Lender | ||
By: | /s/ Mark F. Monahan | |
Name: Mark F. Monahan | ||
Title: Senior Vice President |
CAPITAL ONE, NATIONAL | ||
ASSOCIATION, as a Lender | ||
By: | /s/ Barbara Heubner | |
Name: Barbara Heubner | ||
Title: Vice President |
TD BANK, N.A., as a Lender | ||
By: | /s/ Michael Duganich | |
Name: Michael Duganich | ||
Title: Vice President |
Lender | Commitment | Applicable Percentage | |||
PNC Bank, National Association | $ | 37,500,000.00 | 18.750000000 | % | |
Regions Bank | $ | 37,500,000.00 | 18.750000000 | % | |
U.S. Bank National Association | $ | 30,000,000.00 | 15.000000000 | % | |
Sumitomo Mitsui Banking Corporation | $ | 25,000,000.00 | 12.500000000 | % | |
Bank of America, N.A. | $ | 25,000,000.00 | 12.500000000 | % | |
Wells Fargo Bank, National Association | $ | 15,000,000.00 | 7.500000000 | % | |
Capital One, National Association | $ | 15,000,000.00 | 7.500000000 | % | |
TD Bank, N.A. | $ | 15,000,000.00 | 7.500000000 | % | |
Total | $ | 200,000,000.00 | 100.000000000 | % |
1. | Pebblebrook Hotel Trust owns 99.66% of the limited partnership interest of Pebblebrook Hotel, L.P. |
2. | Pebblebrook Hotel, L.P. owns 98% of the common stock of Pebblebrook Hotel Lessee, Inc. |
3. | DC Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
4. | Pebblebrook Hotel, L.P. owns 100% of the common shares of DC Hotel Trust |
5. | Portland Hotel Trust owns 1% of the common stock of Pebblebrook Hotel Lessee, Inc. |
6. | Pebblebrook Hotel, L.P. owns 100% of the common shares of Portland Hotel Trust |
7. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Tar Heel Borrower LLC |
8. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
9. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Tar Heel Lessee LLC |
10. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Gator Owner LLC |
11. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Gator Lessee LLC |
12. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Orangemen Owner LLC |
13. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Orangemen Lessee LLC |
14. | DC Hotel Trust owns 100% of the membership interests of Jayhawk Owner LLC |
15. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Jayhawk Lessee LLC |
16. | Jayhawk Lessee LLC owns 100% of the membership interests of DH Restaurant DC LLC |
17. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Huskies Owner LLC |
18. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Huskies Lessee LLC |
19. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Terrapins Owner LLC |
20. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
21. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Terrapins Lessee LLC |
22. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Blue Devils Owner LLC |
23. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Blue Devils Lessee LLC |
24. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Spartans Owner LLC |
25. | Spartans Owner LLC owns 11% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
26. | Spartans Owner LLC owns a 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
27. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
28. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
29. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Spartans Lessee LLC |
30. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine, LLC |
31. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
32. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wildcats Owner LLC |
33. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wildcats Lessee LLC |
34. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bruins Owner LLC |
35. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bruins Lessee LLC |
36. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Razorbacks Owner LLC |
37. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Razorbacks Lessee LLC |
38. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Running Rebels Owner LLC |
39. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Running Rebels Lessee LLC |
40. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolverines Owner LLC |
41. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolverines Lessee LLC |
42. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
43. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
44. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
45. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
46. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
47. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
48. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
49. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
50. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
51. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
52. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoosiers Owner LLC |
53. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoosiers Lessee LLC |
54. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Cardinals Owner LLC |
55. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
56. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
57. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Cardinals Lessee LLC |
58. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
59. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., Lessee LLC |
60. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hoyas Owner LLC |
61. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hoyas Lessee LLC |
62. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Wolfpack Owner LLC |
63. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Wolfpack Lessee LLC |
64. | Portland Hotel Trust owns 100% of the membership interests of Golden Eagles Owner LLC |
65. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Eagles Lessee LLC |
66. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Miners Owner LLC |
67. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Miners Hotel Owner LP |
68. | Miners Owner LLC owns 1% of the general partnership interests of Miners Hotel Owner LP |
69. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Miners Lessee LLC |
70. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Ramblers Owner LLC |
71. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Ramblers Hotel Owner LP |
72. | Ramblers Owner LLC owns 1% of the general partnership interests of Ramblers Hotel Owner LP |
73. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Ramblers Lessee LLC |
74. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Bearcats Owner LLC |
75. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Bearcats Hotel Owner LP |
76. | Bearcats Owner LLC owns 1% of the general partnership interests of Bearcats Hotel Owner LP |
77. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Bearcats Lessee LLC |
78. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Buckeyes Owner LLC |
79. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Buckeyes Hotel Owner LP |
80. | Buckeyes Owner LLC owns 1% of the general partnership interests of Buckeyes Hotel Owner LP |
81. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Buckeyes Lessee LLC |
82. | Portland Hotel Trust owns 100% of the membership interests of Golden Bears Owner LLC |
83. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Golden Bears Lessee LLC |
84. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Dons Owner LLC |
85. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Dons Hotel Owner LP |
86. | Dons Owner LLC owns 1% of the general partnership interests of Dons Hotel Owner LP |
87. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Dons Lessee LLC |
88. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Crusaders Owner LLC |
89. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Crusaders Hotel Owner LP |
90. | Crusaders Owner LLC owns 1% of the general partnership interests of Crusaders Hotel Owner LP |
91. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Crusaders Lessee LLC |
92. | Portland Hotel Trust owns 100% of the membership interests of Beavers Owner LLC |
93. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Beavers Lessee LLC |
94. | Pebblebrook Hotel, L.P. owns 99.99% of the membership interests of Flatts Owner LLC |
95. | Pebblebrook Hotel Lessee, Inc. owns 0.01% of the membership interests of Flatts Owner LLC |
96. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Flatts Lessee LLC |
97. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Menudo Owner LLC |
98. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Menudo Lessee LLC |
99. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of RHCP Owner LLC |
100. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of RHCP Hotel Owner LP |
101. | RHCP Owner LLC owns 1% of the general partnership interests of RHCP Hotel Owner LP |
102. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of RHCP Lessee LLC |
103. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of NKOTB Owner LLC |
104. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of NKOTB Lessee LLC |
105. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Hazel Owner LLC |
106. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Hazel Lessee LLC |
107. | Pebblebrook Hotel, L.P. owns 100% of the membership interests of Creedence Owner LLC |
108. | Pebblebrook Hotel, L.P. owns 99% of the limited partnership interests of Creedence Hotel Owner LP |
109. | Creedence Owner LLC owns 1% of the general partnership interests of Creedence Hotel Owner LP |
110. | Pebblebrook Hotel Lessee, Inc. owns 100% of the membership interests of Creedence Lessee LLC |
Property | In PEB Program | |
Sir Francis Drake | Y | Property, GL, and Umbrella |
InterContinental Buckhead | Y | Property, GL, and Umbrella |
Grand Hotel Minneapolis | Y | Property, GL, and Umbrella |
Hotel Monaco Washington DC | Y | Property, GL, and Umbrella |
Skamania Lodge | Y | Property, GL, and Umbrella |
Le Méridien Delfina | Y | Property, GL, and Umbrella |
Sofitel Philadelphia | Y | Property, GL, and Umbrella |
Argonaut Hotel | Y | Property, GL, and Umbrella |
Westin Gaslamp | Y | Property, GL, and Umbrella |
Hotel Monaco Seattle | Y | Property, GL, and Umbrella |
Mondrian Los Angeles | Y | Property, GL, and Umbrella |
W Boston | Y | Property, GL, and Umbrella |
Hotel Zetta | Y | Property, GL, and Umbrella |
Hotel Vintage Seattle | Y | Property, GL, and Umbrella |
Hotel Vintage Portland | Y | Property, GL, and Umbrella |
W Los Angeles-West Beverly Hills | Y | Property, GL, and Umbrella |
Hotel Zelos San Francisco | Y | Property, GL, and Umbrella |
Embassy Suites San Diego | Y | Property, GL, and Umbrella |
Hotel Modera | Y | Property, GL, and Umbrella |
Hotel Zephyr Fisherman’s Wharf | Y | Property, GL, and Umbrella |
Hotel Zeppelin San Francisco | Y | Property, GL, and Umbrella |
The Nines Hotel | Y | Property, GL, and Umbrella |
Hotel Colonnade Coral Gables | Y | Property, GL and Umbrella |
Hotel Palomar Los Angeles Beverly Hills | Y | Property, GL and Umbrella |
Revere Hotel Boston Common | Y | Property, GL and Umbrella |
LaPlaya Beach Resort & Club | Y | Property, GL and Umbrella |
Hotel Zoe San Francisco | Y | Property, GL and Umbrella |
Union Station Nashville | Y | Property, GL and Umbrella |
28 Properties |
• | Locations situated within a Designated 100 Year Flood Zone: Maximum limits available from the National Flood Insurance Program (NFIP) whether purchased or not. A $100,000 Deductible shall apply to Business Interruption. |
• | Named Windstorm Flood in Tier One Counties: 5% per Unit of Insurance subject to a $1,000,000 Minimum per Occurrence |
• | California Earthquake: 15% per Unit of Insurance subject to a $250,000 Minimum per Occurrence |
• | Pacific Northwest Counties Earthquake: 2% per Unit of Insurance subject to a $100,000 Minimum per Occurrence |
State | Tier I Counties |
Alabama | Baldwin, Mobile |
Florida | Entire State |
Georgia | Bryan, Camden, Chatham, Glynn, Liberty, McIntosh |
Hawaii | Entire state |
Louisiana | Cameron, Iberia, Jefferson, Lafourche, Orleans, Plaquemines, St. Mary, St. Tammany, Terrebonne, Vermilion |
Mississippi | Hancock, Harrison, Jackson |
North Carolina | Beaufort, Brunswick, Carteret, Craven, Dare, Hyde, New Hanover, Onslow, Pamlico, Pender |
South Carolina | Beaufort, Berkley, Charleston, Colleton, Georgetown, Horry, Jasper |
Texas | Aransas, Brazoria, Calhoun, Cameron, Chambers, Galveston, Harris (entire County), Jackson, Jefferson, Kenedy, Kleberg, Nueces, Orange, Refugio, San Patricio, Victoria, Willacy |
Virginia | Accomack, Northampton, Virginia Beach City, Chesapeake, Gloucester, Hampton City, Lancaster, Mathews, Middlesex, Newport News, Norfolk City, Northumberland, Poquoson City, Portsmouth city, Suffolk City, York |
• | Washington: Callum, Jefferson, King, Kitsap, Mason Pierce, San Juan, Skagit, Snohomish, Thurston and Watcom counties. |
• | Oregon: Clatsop, Columbia, Tillamook, Washington, Pol, Clackamas, Marion, Hood River, Multnomah and Yamhill counties. |
PROPOSED INSURANCE COMPANIES | A.M. BEST'S RATING |
Allied World Assurance Co (U.S.) Inc. | A XV |
Arch Specialty Insurance Company | A+ XV |
AXIS Surplus Insurance Company | A+ XV |
Colony Insurance company | A XII |
Endurance American Specialty Ins Co | A+ XV |
Everest Indemnity Insurance Company | A+ XV |
General Security Indemnity Co of Arizona | A XV |
Hiscox Insurance Company Inc. | A XI |
Homeland Insurance Company of New York | A X |
International Insurance Company of Hannover SE | A+ XV |
Interstate Fire & Casualty Company | A+ XV |
National Fire & Marine Insurance Co | A++ XV |
RSUI Indemnity Company | A+ XIV |
Underwriters at Lloyd's London | A XV |
Underwriters at Lloyd's London (KY) | A XV |
Underwriters at Lloyd's, London | A XV |
United Specialty Insurance Company | A IX |
Westchester Surplus Lines Insurance Co | A++ XV |
Westport Insurance Corporation | A+ XV |
Loan Party/Subsidiary | Capital/Ownership Structure | Percentage Owned by Holder(s) |
Pebblebrook Hotel, L.P. | Pebblebrook Hotel Trust Jon E. Bortz Raymond D. Martz Thomas C. Fisher | 99.66% limited partnership interest .16% limited partnership interest .09% limited partnership interest .10% limited partnership interest |
Pebblebrook Hotel Lessee, Inc. | Pebblebrook Hotel, L.P. | 98% common stock |
Pebblebrook Hotel Lessee, Inc. | DC Hotel Trust | 1% common stock |
DC Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Pebblebrook Hotel Lessee, Inc. | Portland Hotel Trust | 1% common stock |
Portland Hotel Trust | Pebblebrook Hotel, L.P. | 100% common shares |
Tar Heel Borrower LLC | Tar Heel Owner LLC | 100% |
Tar Heel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Tar Heel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Gator Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Gator Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Orangemen Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Orangemen Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Jayhawk Owner LLC | DC Hotel Trust | 100% |
Jayhawk Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
DH Restaurant DC LLC | Jayhawk Lessee LLC | 100% |
Huskies Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Huskies Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Terrapins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Skamania Lodge Furnishings LLC | Terrapins Owner LLC | 100% |
Terrapins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Blue Devils Owner LLC | Pebblebrook Hotel, L.P. | 100% |
South 17th Street OwnerCo Mezzanine, L.P. | Spartans Owner LLC | 11% |
South 17th Street OwnerCo, LP | Spartans Owner LLC | 0.1% |
South 17th Street OwnerCo, LP | South 17th Street OwnerCo Mezzanine, LP | 99.9% |
South 17th Street OwnerCo Mezzanine, L.P. | Pebblebrook Hotel, L.P. | 89% |
South 17th Street LeaseCo Mezzanine, LP | Spartans Lessee LLC | 100% |
South 17th Street LeaseCo, LP | South 17th Street LeaseCo Mezzanine, LP | 100% |
Spartans Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Spartans Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wildcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wildcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bruins Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Razorbacks Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Razorbacks Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Running Rebels Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Running Rebels Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolverines Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolverines Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Sunset Restaurant LLC | Wolverines Lessee LLC | 50% |
Sunset Restaurant LLC | Mondrian Pledgor LLC | 50% |
Mondrian Pledgor LLC | Wolverines Lessee LLC | 100% |
8440 LLC | Sunset Restaurant LLC | 0.01% |
8440 LLC | Mondrian Pledgor LLC | 99.99% |
Hoosiers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoosiers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Cardinals Owner LLC | Pebblebrook Hotel, L.P. | 100% |
371 Seventh Avenue Co., LLC | Cardinals Owner LLC | 100% |
150 East 34th Street Co., LLC | Cardinals Owner LLC | 100% |
Cardinals Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
371 Seventh Avenue Co., Lessee LLC | Cardinals Lessee LLC | 100% |
150 East 34th Street Co., Lessee LLC | Cardinals Lessee LLC | 100% |
Hoyas Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hoyas Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Wolfpack Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Wolfpack Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Golden Eagles Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Eagles Owner LLC | Portland Hotel Trust | 100% |
Miners Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Miners Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Miners Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Miners Hotel Owner LP | Miners Owner LLC | 1% |
Ramblers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Ramblers Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Ramblers Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Ramblers Hotel Owner LP | Ramblers Owner LLC | 1% |
Bearcats Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Bearcats Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Bearcats Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Bearcats Hotel Owner LP | Bearcats Owner LLC | 1% |
Buckeyes Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Buckeyes Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Buckeyes Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Buckeyes Hotel Owner LP | Buckeyes Owner LLC | 1% |
Golden Bears Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Golden Bears Owner LLC | Portland Hotel Trust | 100% |
Dons Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Dons Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Dons Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Dons Hotel Owner LP | Dons Owner LLC | 1% |
Crusaders Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Crusaders Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Crusaders Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Crusaders Hotel Owner LP | Crusaders Owner LLC | 1% |
Beavers Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Beavers Owner LLC | Portland Hotel Trust | 100% |
Flatts Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Flatts Owner LLC | Pebblebrook Hotel, L.P. | 99.99% |
Flatts Owner LLC | Pebblebrook Hotel Lessee, Inc. | 0.01% |
Menudo Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Menudo Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
RHCP Owner LLC | Pebblebrook Hotel, L.P. | 100% |
RHCP Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
RHCP Hotel Owner LP | RHCP Owner LLC | 1% |
NKOTB Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
NKOTB Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Hazel Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Hazel Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Lessee LLC | Pebblebrook Hotel Lessee, Inc. | 100% |
Creedence Owner LLC | Pebblebrook Hotel, L.P. | 100% |
Creedence Hotel Owner LP | Pebblebrook Hotel, L.P. | 99% |
Creedence Hotel Owner LP | Creedence Owner LLC | 1% |
Subsidiary | Jurisdiction | # of ownership interests of each class outstanding | # and percentage of outstanding ownership interests by Parent REIT, Borrower and Subsidiaries | Outstanding options, warrants, rights of conversion or purchase and all other similar rights | Guarantor under Credit Agreement [yes/no] | Borrowing Base Properties owned by such Loan Party |
Pebblebrook Hotel Lessee, Inc. | DE | 980 shares of common stock | 98% by Pebblebrook Hotel, L.P., 1% by DC Hotel Trust and 1% by Portland Hotel Trust | None | No | None |
Pebblebrook Hotel, L.P. | DE | 68,816,375common units and 236,351 LTIP units | 99.66% limited partnership interest by Pebblebrook Hotel Trust | None | No | None |
DC Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Portland Hotel Trust | MD | 1000 common shares of beneficial interest | 100% of common shares by Pebblebrook Hotel, L.P. | None, other than set forth in Part (b) below | No | None |
Tar Heel Borrower LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Tar Heel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Gator Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Grand Hotel Minneapolis |
Gator Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Orangemen Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | InterContinental Buckhead |
Orangemen Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Jayhawk Owner LLC | DE | N/A | 100% by DC Hotel Trust | None | Yes | Hotel Monaco Washington DC |
Jayhawk Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
DH Restaurant DC LLC | DE | N/A | 100% by Jayhawk Lessee LLC | None | No | None |
Huskies Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Sir Francis Drake |
Huskies Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Terrapins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Skamania Lodge |
Terrapins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Blue Devils Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Le Méridien Delfina |
Blue Devils Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Spartans Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Spartans Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
South 17th Street OwnerCo Mezzanine L.P. | DE | N/A | 11% by Spartans Owner LLC 89% by Pebblebrook Hotel, L.P. | None | No | None |
South 17th Street OwnerCo, LP | DE | N/A | 0.1% by Spartans Owner LLC 99.9% by South 17th Street OwnerCo Mezzanine, L.P. | None | Yes | Sofitel Philadelphia |
South 17th Street LeaseCo Mezzanine, LP | DE | N/A | 100% by Spartans Lessee LLC | None | No | None |
South 17th Street LeaseCo, LP | DE | N/A | 100% by South 17th Street LeaseCo Mezzanine, LP | None | No | None |
Wildcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Argonaut Hotel |
Wildcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bruins Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bruins Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Razorbacks Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | W Boston |
Razorbacks Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Running Rebels Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Monaco Seattle |
Running Rebels Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolverines Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Mondrian Los Angeles |
Wolverines Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hoosiers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Hoosiers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Cardinals Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Cardinals Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
371 Seventh Avenue Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
371 Seventh Avenue Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
150 East 34th Street Co., LLC | DE | N/A | 100% by Cardinals Owner LLC | None | No | None |
150 East 34th Street Co., Lessee LLC | DE | N/A | 100% by Cardinals Lessee LLC | None | No | None |
Hoyas Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Zetta |
Hoyas Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Wolfpack Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | Yes | Hotel Vintage Seattle |
Wolfpack Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Eagles Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Vintage Portland |
Golden Eagles Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Miners Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Miners Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Miners Owner LLC | None | Yes | W Los Angeles-West Beverly Hills |
Miners Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Ramblers Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Ramblers Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Ramblers Owner LLC | None | Yes | Hotel Zelos San Francisco |
Ramblers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Bearcats Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Bearcats Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Bearcats Owner LLC | None | Yes | Embassy Suites San Diego |
Bearcats Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Buckeyes Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Buckeyes Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Buckeyes Owner LLC | None | No | None |
Buckeyes Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Golden Bears Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | Hotel Modera |
Golden Bears Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Dons Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Dons Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Dons Owner LLC | None | Yes | Hotel Zephyr Fisherman’s Wharf |
Dons Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Crusaders Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Crusaders Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Crusaders Owner LLC | None | Yes | Hotel Zeppelin San Francisco |
Crusaders Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Beavers Owner LLC | DE | N/A | 100% by Portland Hotel Trust | None | Yes | The Nines Hotel |
Beavers Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Flatts Owner LLC | DE | N/A | 99.99% by Pebblebrook Hotel, L.P and 0.01% by Pebblebrook Hotel Lessee, Inc. | None | Yes | Union Station Nashville |
Flatts Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Menudo Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | No | Hotel Colonnade Coral Gables |
Menudo Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
RHCP Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
RHCP Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by RHCP Owner LLC | None | Yes | Hotel Palomar Los Angeles Beverly Hills |
RHCP Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
NKOTB Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | Revere Hotel Boston Common |
NKOTB Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Hazel Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P | None | Yes | LaPlaya Beach Resort & Club |
Hazel Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
Creedence Owner LLC | DE | N/A | 100% by Pebblebrook Hotel, L.P. | None | No | None |
Creedence Hotel Owner LP | DE | N/A | 99% by Pebblebrook Hotel L.P.; 1% by Creedence Owner LLC | None | Yes | Hotel Zoe San Francisco |
Creedence Lessee LLC | DE | N/A | 100% by Pebblebrook Hotel Lessee, Inc. | None | No | None |
1. | Pebblebrook Hotel, L.P. owns the common shares of DC Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of DC Hotel Trust |
2. | Pebblebrook Hotel, L.P. owns the common shares of Portland Hotel Trust and there are 125 preferred shareholders holding 100% of the preferred shares of Portland Hotel Trust |
3. | Tar Heel Borrower LLC owns 100% of the membership interests of Tar Heel Owner LLC |
4. | Terrapins Owner LLC owns 100% of the membership interests in Skamania Lodge Furnishings LLC |
5. | Jayhawk Lessee LLC owns 100% of the membership interests in DH Restaurant DC LLC |
6. | Spartans Owner LLC owns a 11% membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
7. | Spartans Owner LLC owns 0.1% general partnership interests of South 17th Street OwnerCo, L.P. |
8. | South 17th Street OwnerCo Mezzanine, L.P. owns 99.9% of the limited partnership interests of South 17th Street OwnerCo, L.P. |
9. | Pebblebrook Hotel, L.P. owns 89% of the membership interests of South 17th Street OwnerCo Mezzanine, L.P. |
10. | Spartans Lessee LLC owns 100% of the membership interests of South 17th Street LeaseCo Mezzanine LLC |
11. | South 17th Street LeaseCo Mezzanine LLC owns 100% of the membership interests of South 17th Street LeaseCo, LP |
12. | Wolverines Lessee LLC owns 50% of the membership interests in Sunset Restaurant LLC |
13. | Mondrian Pledgor LLC owns 50% of the membership interests in Sunset Restaurant LLC |
14. | Wolverines Lessee LLC owns 100% of the membership interests in Mondrian Pledgor LLC |
15. | Sunset Restaurant LLC Owns 0.01% of the membership interests in 8440 LLC |
16. | Mondrian Pledgor LLC owns 99.99% of the membership interests in 8440 LLC |
17. | Cardinals Owner LLC owns 100% of the membership interests in 371 Seventh Avenue Co., LLC |
18. | Cardinals Owner LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
19. | Cardinals Lessee LLC owns 100% of the membership interests in 371 Seventh Avenue Co., Lessee LLC |
20. | Cardinals Lessee LLC owns 100% of the membership interests in 150 East 34th Street Co., LLC |
1. | Pebblebrook Hotel Lessee, Inc. |
2. | Gator Lessee LLC |
3. | Orangemen Lessee LLC |
4. | Jayhawk Lessee LLC |
5. | Huskies Lessee LLC |
6. | Terrapins Lessee LLC |
7. | Blue Devils Lessee LLC |
8. | Spartans Lessee LLC |
9. | Wildcats Lessee LLC |
10. | Bruins Lessee LLC |
11. | Razorbacks Lessee LLC |
12. | Running Rebels Lessee LLC |
13. | Wolverines Lessee LLC |
14. | Hoyas Lessee LLC |
15. | Wolfpack Lessee LLC |
16. | Golden Eagles Lessee LLC |
17. | Miners Lessee LLC |
18. | Ramblers Lessee LLC |
19. | Bearcats Lessee LLC |
20. | Golden Bears Lessee LLC |
21. | Dons Lessee LLC |
22. | Crusaders Lessee LLC |
23. | Beavers Lessee LLC |
24. | Menudo Lessee LLC |
25. | Flatts Lessee LLC |
26. | RHCP Lessee LLC |
27. | NKOTB Lessee LLC |
28. | Hazel Lessee LLC |
29. | Creedence Lesse LLC |
1. | Sir Francis Drake |
2. | Grand Hotel Minneapolis |
3. | Le Méridien Delfina |
4. | Hotel Monaco Seattle |
5. | Mondrian Los Angeles |
6. | W Boston |
7. | Hotel Zetta |
8. | Hotel Vintage Seattle |
9. | Hotel Vintage Portland |
10. | InterContinental Buckhead |
11. | Hotel Monaco Washington DC |
12. | Skamania Lodge |
13. | Argonaut Hotel |
14. | W Los Angeles – West Beverly Hills |
15. | Embassy Suites San Diego |
16. | Hotel Modera |
17. | Hotel Zephyr Fisherman’s Wharf |
18. | Hotel Zeppelin San Francisco |
19. | The Nines Hotel |
20. | Hotel Colonnade Coral Gables |
21. | Hotel Palomar Los Angeles Beverly Hills |
22. | Union Station Nashville |
23. | Revere Hotel Boston Commons |
24. | LaPlaya Beach Resort & Club |
25. | Hotel Zoe San Francisco |
26. | Sofitel Philadelphia |
27. | Hotel Zelos San Francisco |
1. | Hotel Monaco Washington, DC Ground Lease |
2. | Argonaut Hotel Ground Lease |
3. | Hotel Zelos San Francisco Ground Lease |
4. | Hotel Zephyr Fisherman’s Wharf Ground Lease |
5. | Hotel Zeppelin San Francisco Ground Lease |
Property | Loan Amount | Interest Rate | Expiration Date | |||
Westin Gaslamp Quarter | $71.72 | 3.69 | % | January 2020 |
☐ | A Borrowing |
☐ | A conversion of Loans from one Type to the other |
☐ | A continuation of Eurodollar Rate Loans |
1. | On (a Business Day). |
2. | In the amount of $ . |
3. | Comprised of . |
[Type of Loan requested] |
4. | For Eurodollar Rate Loans: with an Interest Period of [__] months. |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
Date | Type of Loan Made | Amount of Loan Made | End of Interest Period | Amount of Principal or Interest Paid This Date | Outstanding Principal Balance This Date | Notation Made By | ||||||
PEBBLEBROOK HOTEL, L.P., a Delaware limited | ||
partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ______________________________________ | |
Name: | ||
Title: |
I. Section 7.02(h)(i): Undeveloped or Speculative Land | |||
A. Undeveloped or Speculative Land, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 5 | % | |
II. Section 7.02(h)(ii): Income-Producing Real Properties | |||
A. Income-Producing Real Properties (other than hotels or similar hospitality properties), valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 10 | % | |
III. Section 7.02(h)(iii): Development/Redevelopment Properties | |||
A. Development/Redevelopment Properties with respect to which development activities are being undertaken, valued at cost (including all costs and expenses associated with all existing development activities (budget to completion)), at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
IV. Section 7.02(h)(iv): Unconsolidated Affiliates | |||
A. Unconsolidated Affiliates, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 20 | % | |
V. Section 7.02(h)(v): Mortgage or Real Estate-Related Loan Assets | |||
A. Mortgage or real-estate-related loan assets, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VI. Section 7.02(h)(vi): Equity Interests | |||
A. Equity Interests in any Person other than an Affiliate of the Borrower, valued at cost, at Statement Date: | $ | ||
B. Consolidated Total Asset Value: | $ |
C. Line A ÷ Line B: | $ | ||
Maximum Permitted: | 15 | % | |
VII. Section 7.11(a): Consolidated Leverage Ratio | |||
A. Consolidated Funded Indebtedness at Statement Date: | $ | ||
B. Adjusted Unrestricted Cash at Statement Date: | $ | ||
C. Line A – Line B: | $ | ||
D. EBITDA (see Schedule 2) for four consecutive fiscal quarters ending on above date (“Subject Period”): | $ | ||
E. Consolidated Leverage Ratio ((Line C ÷ Line D): | _____________ to 1.0 | ||
Maximum permitted: | 6.75 to 1.03 | ||
VIII. Section 7.11(b): Consolidated Recourse Secured Indebtedness Limitation | |||
A. Consolidated Recourse Secured Indebtedness: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | ________________ % | ||
Maximum Permitted: | 5%4 | ||
IX. Section 7.11(c): Consolidated Secured Debt Limitation | |||
A. Consolidated Secured Debt: | $ | ||
B. Consolidated Total Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 45 | % | |
X. Section 7.11(d): Consolidated Fixed Charge Coverage Ratio | |||
A. Adjusted EBITDA (see Schedule 2) for Subject Period: | $ | ||
1. Consolidated Interest Charges for Subject Period: | $ | ||
2. Current scheduled principal payments on Consolidated Funded Indebtedness (including current scheduled reductions in commitments, but excluding any payment of principal under the Loan Documents and any “balloon” payment or other final payment at maturity that is significantly larger than the scheduled payments that preceded it) for Subject Period: | $ | ||
3. Dividends and distributions paid in cash on preferred stock by the Consolidated Parties on a consolidated basis and all Unconsolidated Affiliates for Subject Period: | $ | ||
B. Consolidated Fixed Charges for Subject Period (Lines 1 + 2 + 3): | $ | ||
C. Consolidated Fixed Charge Coverage Ratio (Line A ÷ Line B): | ______________ to 1.0 | ||
3 Once during the term of the Agreement, the Borrower may deliver a written statement to the Administrative Agent in a Compliance Certificate that the Consolidated Leverage Ratio exceeds 6.75 to 1.0, so long as it does not exceed 7.0 to 1.0 as of the last day of the fiscal quarter for which such Compliance Certificate was delivered and the next three (3) consecutive fiscal quarters (or such shorter period if the Surge Period is terminated pursuant to the Agreement), subject to payment of a pricing premium of 35 bps as set forth in the Agreement. | |||
4 Once during the term of the Agreement, for up to four (4) consecutive quarters, Consolidated Recourse Secured Indebtedness may exceed 5% but not exceed 10% of Consolidated Total Asset Value. |
Minimum Required: | 1.5 to 1.0 | ||
XI. Section 7.11(e): Consolidated Unsecured Interest Coverage Ratio | |||
A. Net Operating Income (Schedule 3) from Unencumbered Borrowing Base Properties for Subject Period: | $ | ||
B. Unsecured Interest Charges for Subject Period: | $ | ||
C. Consolidated Unsecured Interest Coverage Ratio (Line A ÷ Line B): | __________ to 1.0 | ||
Minimum Required: | 2.0 to 1.0 | ||
XII. Section 7.11(f): Consolidated Tangible Net Worth | |||
1. Shareholder’s Equity at Statement Date | $ | ||
2. Intangible Assets of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
3. Accumulated Depreciation of Consolidated Parties and Unconsolidated Affiliates at Statement Date | $ | ||
A. Consolidated Tangible Net Worth (Line 1 – 2 + 3): | $ | ||
B. 75% of Consolidated Tangible Net Worth as of June 30, 2017: | $ | 1,400,772 | |
C. 75% of Net Proceeds of Equity Issuances by the Consolidated Parties after June 30, 2017: | $ | ||
D. Minimum required Consolidated Tangible Net Worth (Line B + Line C): | $ | ||
E. Excess (Deficiency) for covenant compliance (Line A – Line D): | $ | ||
XIII. Section 7.11(g): Unsecured Leverage Ratio | |||
A. Unsecured Indebtedness: | $ | ||
B. Unencumbered Asset Value: | $ | ||
C. Line A ÷ Line B: | _________________ % | ||
Maximum Permitted: | 60%5 | ||
XIV. Section 7.11(h): Restricted Payments | |||
A. FFO Distribution Allowance for Subject Period: | |||
5 The Unsecured Leverage Ratio may exceed 60% as of the last day of the fiscal quarter in which any Material Acquisition occurs and the last day of the two (2) consecutive fiscal quarters thereafter (an "Unencumbered Leverage Increase Period"), provided that (i) the Unsecured Leverage ratio does not exceed 65%, (ii) no more than three (3) Unencumbered Leverage Increase Periods have been elected during the term of the Agreement, and (iii) any such Unencumbered Leverage Increase Periods have been non-consecutive. | |||
1. Consolidated Net Income for Subject Period (see Note B below): | $ | ||
2. Depreciation expenses for Subject Period: | $ | ||
3. Amortization expenses for Subject Period: | $ | ||
B. FFO Distribution Allowance (0.95 x (Lines 1 + 2 + 3)): | $ | ||
Note A - in determining Line 1, adjust such line to (a) include (i) the Parent REITs’ interests in unconsolidated partnerships and joint ventures, on the same basis as consolidated partnerships and subsidiaries, as provided in the “white paper” issued in April 2002 by the National Association of Real Estate Investment Trusts, as may be amended from time to time, and (ii) amounts deducted from net income as a result of pre-funded fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the under-accrual of earn outs due to the FAS 141R Changes, and (b) exclude net income (or loss) of the Consolidated Parties on a consolidated basis such that Line 1 shall not include gains (or, if applicable, losses) resulting from or in connection with (i) restructuring of indebtedness, (ii) sales of property, (iii) sales or redemptions of preferred stock or (iv) non-cash asset impairment charges. | |||
C. Restricted Payments made by the Consolidated Parties to the holders of their Equity Interest for Subject Period (see Note B below): | $ | ||
Note B - to the extent no Event of Default then exists or will result from same (or if an Event of Default then exists or will result from same, then so long as no Acceleration shall have occurred), each Loan Party shall be permitted to make Restricted Payments to the Borrower and the Borrower shall be permitted to make Restricted Payments to the Parent REIT, in each case to permit the Parent REIT to make Restricted Payments to the holder of Equity Interest in the Parent REIT to the extent necessary to maintain the Parent REITs status as a REIT and as necessary to pay any special or extraordinary tax liabilities then due (after taking into account any losses, offsets and credits, as applicable) on capital gains attributable to the Parent REIT. In addition, so long as no Acceleration shall have occurred, each TRS may make Restricted Payments to its parent entity to the extent necessary to pay any Tax then due in respect of the income of such TRS. | |||
D. Excess (Deficiency) for covenant compliance (Line B – Line C): | $ |
EBITDA and Consolidated Adjusted EBITDA | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Quarter Ended __________ | Four Quarters Ended __________ |
Consolidated Net Income | |||||
+ Consolidated Interest Charges | |||||
+/- The net impact of Federal, state, local and foreign income taxes and credits | |||||
+ Depreciation and Amortization Expenses | |||||
+ Other non-recurring expenses reducing such Consolidated Net Income which do not represent a cash item in such period or any future period | |||||
+ Amounts deducted from net income as a result of fees or expenses incurred in connection with acquisitions permitted under the Loan Documents that can no longer be capitalized due to FAS 141R Changes and charges relating to the underaccrual of earn outs due to the FAS 141R Changes |
+/- The net impact of all non-cash items with respect to straight-lining of rents materially increasing or decreasing Consolidated Net Income | |||||
+/- All other non-cash items increasing or decreasing Consolidated Net Income (including non-cash revenues, expenses, gains or losses with respect to Excluded Capital Leases) | |||||
+/- Net impact of hotel results on a Pro Forma Basis for hotels not owned during the entire Calculation Period | |||||
= EBITDA | |||||
- 4.0% FF&E Reserve (excluding revenues with respect to third-party space or retail leases) | |||||
= Consolidated Adjusted EBITDA |
Net Operating Income | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Four Quarters Ended |
Net Operating Incomes from each Unencumbered Borrowing Base Property for Subject Period:6 | |||||
Sir Francis Drake | |||||
Grand Hotel Minneapolis | |||||
Le Méridien Delfina | |||||
Hotel Monaco Seattle | |||||
Mondrian Los Angeles | |||||
W Boston | |||||
Hotel Zetta | |||||
Hotel Vintage Seattle | |||||
Hotel Vintage Portland | |||||
InterContinental Buckhead | |||||
Hotel Monaco Washington DC | |||||
Skamania Lodge | |||||
Argonaut Hotel | |||||
W Los Angeles – West Beverly Hills | |||||
Embassy Suites San Diego |
Hotel Modera | |||||
Hotel Zephyr Fisherman’s Wharf | |||||
Hotel Zeppelin San Francisco | |||||
The Nines Hotel | |||||
Hotel Colonnade Coral Gables | |||||
Hotel Palomar Los Angeles Beverly Hills | |||||
Union Station Nashville | |||||
Revere Hotel Boston Commons | |||||
LaPlaya Beach Resort & Club | |||||
Hotel Zoe San Francisco | |||||
Sofitel Philadelphia | |||||
Hotel Zelos San Francisco | |||||
= Total Unencumbered Borrowing Base Net Operating Income | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 40% from any one Major MSA | |||||
- Any Net Operating Income from Unencumbered Borrowing Base Properties above 33% from any one Other MSA | |||||
= Adjusted Total Unencumbered Borrowing Base Net Operating Income |
Assignor: | |
Assignee: | |
3. | Borrower: Pebblebrook Hotel, L.P. |
4. | Administrative Agent: PNC Bank, National Association, as the administrative agent under the Credit Agreement |
5. | Credit Agreement: Amended and Restated Credit Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time), among PEBBLEBROOK HOTEL, L.P., a Delaware limited partnership (the “Borrower”), PEBBLEBROOK HOTEL TRUST, a Maryland real estate investment trust (the “Parent REIT”), |
6. | Assigned Interest[s]: |
Assignor | Assignee | Aggregate Amount of Commitment for all Lenders | Amount of Commitment Assigned | Percentage Assigned of Commitment | CUSIP Number |
$ ____________ | $___________ | _________ % | |||
7. | [Trade Date: __________________] |
ASSIGNOR | |
[NAME OF ASSIGNOR] | |
By: _____________________________________________ | |
Name: | |
Title: |
ASSIGNEE | |
[NAME OF ASSIGNEE] | |
By: _____________________________________________ | |
Name: | |
Title: |
PNC BANK, NATIONAL ASSOCIATION, as | |
Administrative Agent | |
By: _____________________________________________ | |
Name: | |
Title: |
By: _____________________________________________ | |
Name: | |
Title: |
Agent Address: | PNC Bank, NA | Return Form To: | Cynthia Rimel | |
PNC Firstside Center 4th Floor | Telephone: | Personally identifiable information redacted | ||
500 First Avenue | Facsimile: | 412.768.5754 | ||
Pittsburgh PA 15219 | Email: | Personally identifiable information redacted | ||
Legal Name of Lender to appear in Documentation: | ||||||||
Tax ID: | ||||||||
Signature Block Information: | ||||||||
• Signing Credit Agreement | ☐Yes | ☐No | ||||||
• Coming in via Assignment | ☐Yes | ☐No | ||||||
• Does Lender Require a Note | ☐Yes | ☐No | ||||||
Type of Lender: |
Lender Parent: | |||||
Domestic Address | Eurodollar Address | ||||
Loan Documents Mailing Address |
Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc. | ||||||
Primary Credit Contact | Secondary Credit Contact | |||||
Name: | ||||||
Company: | ||||||
Title: | ||||||
Address: | ||||||
Telephone: | ||||||
Facsimile: | ||||||
Email: |
Shared National Credit Reporting | ||||
Name: | ||||
Company: | ||||
Title: | ||||
Address: | ||||
Telephone: |
Primary Operations Contact | Secondary Operations Contact | ||||
Name: | |||||
Company: | |||||
Telephone: | |||||
Facsimile: | |||||
Email: |
Bid Contact | L/C Contact | ||||
Name: | |||||
Company: | |||||
Telephone: | |||||
Facsimile: | |||||
Email: |
Foreign Currency Contact | |||
Name: | |||
Company: | |||
Telephone: | |||
Facsimile: | |||
Email: |
Lender’s Domestic Wire Instructions | |
* Bank Name: | |
* ABA/Routing No: | |
*Account Name: | |
*Account No: | |
FFC Account Name: | |
FFC Account No: | |
Attention: | |
Reference: |
Lender’s Foreign Wire Instructions | |
*Currency: | |
*Bank Name: | |
*Swift/Routing No: | |
*Account Name: | |
*Account No: | |
FFC Account Name: | |
FFC Account No: | |
Attention: | |
Reference: |
Agent’s Wire Instructions | |
Bank Name: | PNC Bank NA |
ABA/Routing No: | 043000096 |
Account Name: | Commercial Loan Operations |
Account No: | Personally identifiable information redacted |
Reference: | Pebblebrook Hotel., LP |
Tax Documents for Deals where PNC is |
1. | Each of the New Subsidiary, Borrower and Parent REIT hereby acknowledges, agrees and confirms that, by their execution of this Agreement, the New Subsidiary will be deemed to be a party to the Credit Agreement, a “Loan Party” and a “Guarantor” for all purposes of the Credit Agreement, and shall have all of the obligations of a Guarantor thereunder as if it had executed the Credit Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Credit Agreement. Without limiting the generality of the foregoing terms of this paragraph 1, the New Subsidiary hereby jointly and severally together with the other Guarantors, guarantees to the Administrative Agent, each Lender and each other Secured Party as provided in Section 11 of the Credit Agreement, the prompt payment of the Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof. |
2. | The New Subsidiary hereby represents and warrants to the Administrative Agent that, as of the date hereof: |
(a) | the New Subsidiary’s exact legal name and jurisdiction of incorporation or formation are as set forth on the signature pages hereto, and other than as set forth on Schedule 1 hereto, the New Subsidiary has not changed its legal name, jurisdiction of incorporation or formation, been party to a merger, consolidation or other change in structure or used any tradename in the five years preceding the date hereof; |
(b) | the New Subsidiary’s chief executive office and principal place of business is located at the location set forth on Schedule 1 hereto, and other than as set forth on Schedule 2, the New Subsidiary has not changed its chief executive office or principal place of business in the five months preceding the date hereof; |
(c) | Schedule 3 hereto includes all Subsidiaries of the New Subsidiary, including the jurisdiction of incorporation or formation, the number of shares of outstanding Equity Interests, the certificate number(s) of the certificates (if any) evidencing such Equity Interests and the percentage of such Equity Interests owned by the New Subsidiary; and |
(d) | the New Subsidiary has provided to the Administrative Agent all documents, certificates, opinions and deliverables required under Section 6.12 of the Credit Agreement. |
3. | The address of the New Subsidiary for purposes of all notices and other communications is the address designated for all Loan Parties on Schedule 10.02 to the Credit Agreement or such other address as the New Subsidiary may from time to time notify the Administrative Agent in writing. |
4. | The New Subsidiary hereby waives acceptance by the Administrative Agent and the Lenders of the guaranty by the New Subsidiary under Section 11 of the Credit Agreement upon the execution of this Agreement by the New Subsidiary. |
5. | This Agreement may be executed in multiple counterparts, each of which shall constitute an original but all of which when taken together shall constitute one contract. |
6. | THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. |
[NEW SUBSIDIARY] | ||
By: | ||
Name: | ||
Title: | ||
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
its general partner | ||
By: | ||
Name: | ||
Title: |
PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust | |
By: | |
Name: | |
Title: |
PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent | |
By: | |
Name: | |
Title: |
[NAME OF LENDER] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF PARTICIPANT] | |
By: _______________________ | |
Name: _______________________ | |
Title: ________________________ |
[NAME OF LENDER] | |
By: _______________________ | |
Name: ________________________ | |
Title: ________________________ |
PEBBLEBROOK HOTEL, L.P., a Delaware | ||
Limited partnership | ||
By: | PEBBLEBROOK HOTEL TRUST, a | |
Maryland Real Estate Investment Trust, | ||
Its general partner | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
PEBBLEBROOK HOTEL TRUST, a | ||
Maryland Real Estate Investment Trust | ||
By: | /s/ Raymond D. Martz | |
Name: Raymond D. Martz | ||
Title: Executive Vice President | ||
and Chief Financial Officer |
This Amendment is hereby accepted and agreed to as of the date hereof. |
MASSACHUSETTS MUTUAL LIFE INSURANCE | ||
COMPANY | ||
By: | Barings LLC as Investment Adviser | |
By: | /s/ Andrew T. Kleeman | |
Name: Andrew T. Kleeman | ||
Title: Managing Director |
MASSMUTUAL ASIA LIMITED | ||
By: | Barings LLC as Investment Adviser | |
By: | /s/ Andrew T. Kleeman | |
Name: Andrew T. Kleeman | ||
Title: Managing Director |
This Amendment is hereby accepted and agreed to as of the date hereof. |
ALLIANZ LIFE INSURANCE COMPANY OF NORTH | ||
AMERICA | ||
By: | Allianz Global Investors U.S. LLC | |
As the authorized signatory and investment manager | ||
By: | /s/ Charles J. Dudley | |
Name: Charles J. Dudley | ||
Title: Managing Director |
This Amendment is hereby accepted and agreed to as of the date hereof. |
THE GUARDIAN LIFE INSURANCE COMPANY OF | ||
AMERICA | ||
By: | /s/ Timothy Powell | |
Name: Timothy Powell | ||
Title: Senior Director |
For the year ended December 31, | ||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
Earnings | ||||||||||||||||||||
Add: | ||||||||||||||||||||
Pre-tax income (loss) from continuing operations before adjustment for income or loss from equity investees | $ | 100,443 | $ | 138,670 | $ | 91,372 | $ | 66,729 | $ | 36,795 | ||||||||||
Fixed charges | 41,878 | 48,204 | 43,478 | 30,089 | 27,799 | |||||||||||||||
Amortization of capitalized interest | 89 | 77 | 15 | — | — | |||||||||||||||
Distributed income of equity investees | — | — | 13,858 | 9,152 | 1,617 | |||||||||||||||
Total Added Items | 142,410 | 186,951 | 148,723 | 105,970 | 66,211 | |||||||||||||||
Subtract: | ||||||||||||||||||||
Interest capitalized | — | (492 | ) | (598 | ) | — | (206 | ) | ||||||||||||
Total Earnings | $ | 142,410 | $ | 186,459 | $ | 148,125 | $ | 105,970 | $ | 66,005 | ||||||||||
Fixed Charges | ||||||||||||||||||||
Add: | ||||||||||||||||||||
Interest expensed | $ | 35,259 | $ | 42,102 | $ | 38,803 | $ | 27,669 | $ | 23,938 | ||||||||||
Interest capitalized | — | 492 | 598 | — | 206 | |||||||||||||||
Amortized premiums, discounts and capitalized expenses related to indebtedness | 2,040 | 1,513 | (29 | ) | (604 | ) | (259 | ) | ||||||||||||
Estimate of interest within rental expense | 4,579 | 4,097 | 4,106 | 3,024 | 3,914 | |||||||||||||||
Total Fixed Charges | 41,878 | 48,204 | 43,478 | 30,089 | 27,799 | |||||||||||||||
Preferred share dividends | 16,126 | 19,679 | 25,965 | 25,095 | 22,969 | |||||||||||||||
Combined Fixed Charges and Preferred Share Dividends | $ | 58,004 | $ | 67,883 | $ | 69,443 | $ | 55,184 | $ | 50,768 | ||||||||||
Ratio of Earnings to Fixed Charges | 3.40 | 3.87 | 3.41 | 3.52 | 2.37 | |||||||||||||||
Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends | 2.46 | 2.75 | 2.13 | 1.92 | 1.30 | |||||||||||||||
Name | State of Incorporation or Organization | ||
1. | Pebblebrook Hotel, L.P. | Delaware | |
2. | Pebblebrook Hotel Lessee, Inc. | Delaware | |
3. | DC Hotel Trust | Maryland | |
4. | Tar Heel Owner LLC | Delaware | |
5. | Tar Heel Lessee LLC | Delaware | |
6. | Tar Heel Borrower LLC | Delaware | |
7. | Huskies Owner LLC | Delaware | |
8. | Huskies Lessee LLC | Delaware | |
9. | Orangemen Owner LLC | Delaware | |
10. | Orangemen Lessee LLC | Delaware | |
11. | Gator Owner LLC | Delaware | |
12. | Gator Lessee LLC | Delaware | |
13. | Jayhawk Owner LLC | Delaware | |
14. | Jayhawk Lessee LLC | Delaware | |
15. | Blue Devils Owner LLC | Delaware | |
16. | Blue Devils Lessee LLC | Delaware | |
17. | Wildcats Owner LLC | Delaware | |
18. | Wildcats Lessee LLC | Delaware | |
19. | Terrapins Owner LLC | Delaware | |
20. | Skamania Lodge Furnishings LLC | Delaware | |
21. | Terrapins Lessee LLC | Delaware | |
22. | Spartans Owner LLC | Delaware | |
23. | Spartans Lessee LLC | Delaware | |
24. | South 17th Street OwnerCo Mezzanine, L.P. | Delaware | |
25. | South 17th Street OwnerCo, L.P. | Delaware | |
26. | South 17th Street LeaseCo LLC | Delaware | |
27. | South 17th Street LeaseCo Mezzanine LLC | Delaware | |
28. | Bruins Owner LLC | Delaware | |
29. | Bruins Hotel Owner LP | Delaware | |
30. | Bruins Lessee LLC | Delaware | |
31. | Running Rebels Owner LLC | Delaware | |
32. | Running Rebels Lessee LLC | Delaware | |
33. | Wolverines Owner LLC | Delaware | |
34. | Wolverines Lessee LLC | Delaware | |
35. | Hoosiers Owner LLC | Delaware | |
36. | Hoosiers Lessee LLC | Delaware | |
37. | Razorbacks Owner LLC | Delaware | |
38. | Razorbacks Lessee LLC | Delaware | |
39. | Cardinals Owner LLC | Delaware | |
40. | Cardinals Lessee LLC | Delaware | |
41. | Hoyas Owner LLC | Delaware |
42. | Hoyas Lessee LLC | Delaware | |
43. | Wolfpack Owner LLC | Delaware | |
44. | Wolfpack Lessee LLC | Delaware | |
45. | Golden Eagles Owner LLC | Delaware | |
46. | Golden Eagles Lessee LLC | Delaware | |
47. | Miners Owner LLC | Delaware | |
48. | Miners Hotel Owner LP | Delaware | |
49. | Miners Lessee LLC | Delaware | |
50. | Ramblers Owner LLC | Delaware | |
51. | Ramblers Hotel Owner LP | Delaware | |
52. | Ramblers Lessee LLC | Delaware | |
53. | Bearcats Owner LLC | Delaware | |
54. | Bearcats Hotel Owner LP | Delaware | |
55. | Bearcats Lessee LLC | Delaware | |
56. | Buckeyes Owner LLC | Delaware | |
57. | Buckeyes Hotel Owner LP | Delaware | |
58. | Buckeyes Lessee LLC | Delaware | |
59. | Golden Bears Owner LLC | Delaware | |
60. | Golden Bears Lessee LLC | Delaware | |
61. | Dons Owner LLC | Delaware | |
62. | Dons Hotel Owner LP | Delaware | |
63. | Dons Lessee LLC | Delaware | |
64. | Crusaders Owner LLC | Delaware | |
65. | Crusaders Hotel Owner LP | Delaware | |
66. | Crusaders Lessee LLC | Delaware | |
67. | Beavers Owner LLC | Delaware | |
68. | Beavers Lessee LLC | Delaware | |
69. | Menudo Owner LLC | Delaware | |
70. | Menudo Lessee LLC | Delaware | |
71. | RHCP Owner LLC | Delaware | |
72. | RHCP Hotel Owner LP | Delaware | |
73. | RHCP Lessee LLC | Delaware | |
74. | Flatts Owner LLC | Delaware | |
75. | Flatts Lessee LLC | Delaware | |
76. | NKOTB Owner LLC | Delaware | |
77. | NKOTB Lessee LLC | Delaware | |
78. | Hazel Owner LLC | Delaware | |
79. | Hazel Lessee LLC | Delaware | |
80. | Creedence Owner LLC | Delaware | |
81. | Creedence Hotel Owner LP | Delaware | |
82. | Creedence Lessee LLC | Delaware | |
83. | Portland Hotel Trust | Maryland | |
84. | 371 Seventh Avenue Co. LLC | Delaware | |
85. | 371 Seventh Avenue Co. Lessee LLC | Delaware | |
86. | 150 East 34th Street Co. LLC | Delaware | |
87. | 150 East 34th Street Co. Lessee LLC | Delaware |
1. | I have reviewed this Annual Report on Form 10-K of Pebblebrook Hotel Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | February 22, 2018 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief Executive Officer (principal executive officer) |
1. | I have reviewed this Annual Report on Form 10-K of Pebblebrook Hotel Trust; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of trustees (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | February 22, 2018 | /s/ RAYMOND D. MARTZ | |
Raymond D. Martz | |||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | February 22, 2018 | /s/ JON E. BORTZ | |
Jon E. Bortz | |||
Chairman, President and Chief Executive Officer (principal executive officer) |
(1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: | February 22, 2018 | /s/ RAYMOND D. MARTZ | |
Raymond D. Martz | |||
Executive Vice President, Chief Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) |