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Debt
3 Months Ended
Mar. 31, 2019
Debt Disclosure [Abstract]  
Debt
Debt
The Company's debt consisted of the following as of March 31, 2019 and December 31, 2018 (dollars in thousands):
 
 

 

Balance Outstanding as of
 
Interest Rate

Maturity Date

March 31, 2019

December 31, 2018
Revolving credit facilities
 
 
 
 
 
 
 
Senior unsecured credit facility
Floating (1)

January 2022

$


$
170,000

PHL unsecured credit facility
Floating (2)

January 2022




Total revolving credit facilities
 
 
 
 
$

 
$
170,000

 
 
 
 
 
 
 
 
Unsecured term loans









First Term Loan
Floating (3)

January 2023

300,000


300,000

Second Term Loan
Floating (3)

April 2022

65,000


65,000

Third Term Loan
Floating (3)

January 2021

200,000


200,000

Fourth Term Loan
Floating (3)
 
October 2024
 
110,000

 
110,000

Sixth Term Loan
 
 
 
 
 
 
 
Tranche 2020
Floating (3)
 
December 2020
 
180,000

 
250,000

Tranche 2021
Floating (3)
 
November 2021
 
300,000

 
300,000

Tranche 2022
Floating (3)
 
November 2022
 
400,000

 
400,000

Tranche 2023
Floating (3)
 
November 2023
 
400,000

 
400,000

Tranche 2024
Floating (3)
 
January 2024
 
400,000

 
400,000

Total Sixth Term Loan
 
 
 
 
1,680,000

 
1,750,000

Total term loans at stated value




2,355,000


2,425,000

Deferred financing costs, net




(14,681
)

(15,716
)
Total term loans




$
2,340,319


$
2,409,284











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




(507
)

(531
)
Total senior unsecured notes




$
99,493


$
99,469











Mortgage loans









The Westin San Diego Gaslamp Quarter
3.69%

January 2020

67,593


68,207

Deferred financing costs, net




(47
)

(62
)
Total mortgage loans




$
67,546


$
68,145

Total debt




$
2,507,358


$
2,746,898

 
________________________ 
(1) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Adjusted Base Rate (as defined in the applicable credit agreement) plus an applicable margin.
(2) Borrowings bear interest at floating rates equal to, at the Company's option, either (i) LIBOR plus an applicable margin or (ii) an Eurocurrency Rate (as defined in the applicable credit agreement) plus an applicable margin.
(3) 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.
Unsecured Revolving Credit Facilities
The Company has a $650.0 million senior unsecured revolving credit facility maturing in January 2022, with options to extend the maturity date to January 2023, pursuant to certain terms and conditions and payment of an extension fee. As of March 31, 2019, the Company had zero outstanding borrowings and $650.0 million borrowing capacity remaining on its senior unsecured credit facility. Interest is paid on the periodic advances under the senior unsecured revolving credit facility at varying rates, based upon either LIBOR or the alternate base rate, plus an additional margin amount. The Company has the ability to further increase the aggregate borrowing capacity under the credit agreement to up to $1.3 billion, subject to lender approval. Borrowings on the revolving credit facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company’s leverage ratio. Additionally, the Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio, and a maximum percentage of secured debt to total asset value.

The Company also has a $10.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. This credit facility has substantially similar terms as the Company's senior unsecured revolving credit facility and matures in January 2022. Borrowings on the PHL Credit Facility bear interest at LIBOR plus 1.45% to 2.25%, depending on the Company's leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Company's credit agreement that governs the Company's senior unsecured revolving credit facility. As of March 31, 2019, the Company had no borrowings under the PHL Credit Facility and had $10.0 million borrowing capacity remaining under the PHL Credit Facility.

Under the terms of the credit agreement for the unsecured revolving credit facility, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the unsecured revolving credit facility.  The Company will incur a fee that shall be agreed upon with the issuing bank.  Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $2.3 million and zero were outstanding as of March 31, 2019 and December 31, 2018, respectively.

As of March 31, 2019, the Company was in compliance with the debt covenants of the credit agreements that govern the unsecured revolving credit facilities.
Unsecured Term Loan Facilities
The Company has senior unsecured term loans with different maturities. Each unsecured term loan bears interest at a variable rate of a benchmark interest rate plus an applicable margin, depending on the Company's leverage ratio. Each of the term loan facilities is subject to debt covenants substantially similar to the covenants under the credit agreement that governs the revolving credit facility. In February 2019, the Company repaid $70.0 million of the tranche maturing in 2020 of the Company's sixth term loan. As of March 31, 2019, the Company was in compliance with all debt covenants of its term loan facilities. The Company entered into interest rate swap agreements to fix the LIBOR rate on a portion of these unsecured term loan facilities, see Derivative and Hedging Activities below.
Senior Unsecured Notes
The Company has outstanding $60.0 million of senior unsecured notes bearing a fixed interest rate of 4.70% per annum and maturing in December 2023 (the "Series A Notes") and $40.0 million of senior unsecured notes bearing a fixed interest rate of 4.93% per annum and maturing in December 2025 (the "Series B Notes"). The debt covenants of the Series A Notes and the Series B Notes are substantially similar to those of the Company's senior unsecured revolving credit facility. As of March 31, 2019, the Company was in compliance with all such debt covenants.
Mortgage Debt
The Company’s sole mortgage loan is secured by a first mortgage lien on the underlying hotel property. The mortgage is non-recourse to the Company except for customary carve-outs such as fraud or misapplication of funds.
Interest Expense
The components of the Company's interest expense consisted of the following (in thousands):
 
 
 
For the three months ended March 31,
 
 
2019
 
2018
Unsecured revolving credit facilities
 
$
1,400

 
$
1,485

Unsecured term loan facilities
 
21,865

 
5,522

Senior unsecured notes
 
1,198

 
1,198

Mortgage debt
 
626

 
647

Amortization of deferred financing fees
 
1,488

 
517

Other
 
2,751

 
442

Total interest expense
 
$
29,328

 
$
9,811


The Company estimates the fair value of its fixed rate debt by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms and is classified within Level 2 of the fair value hierarchy. The estimated fair value of the Company’s fixed rate debt (unsecured senior notes and mortgage loans) as of March 31, 2019 and December 31, 2018 was $165.1 million and $164.3 million, respectively.
Derivative and Hedging Activities
The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are cash flow hedges. On January 1, 2018, the Company adopted ASU No. 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The Company's interest rate swaps at March 31, 2019 and December 31, 2018 consisted of the following (in thousands):
 
 
 
 
 
 
Notional Value as of
Hedge Type
 
Interest Rate
 
Maturity
 
March 31, 2019
 
December 31, 2018
Swap - cash flow
 
1.57%
(1) 
May 2019
 
$
100,000


$
100,000

Swap - cash flow
 
1.57%
(1) 
May 2019
 
62,500


62,500

Swap - cash flow
 
1.57%
(1) 
May 2019
 
15,000


15,000

Swap - cash flow
 
1.63%
 
January 2020
 
50,000


50,000

Swap - cash flow
 
1.63%
 
January 2020
 
50,000


50,000

Swap - cash flow
 
2.46%
 
January 2020
 
50,000


50,000

Swap - cash flow
 
2.46%
 
January 2020
 
50,000


50,000

Swap - cash flow
 
1.66%
 
January 2020
 
50,000


50,000

Swap - cash flow
 
1.66%
 
January 2020
 
50,000


50,000

Swap - cash flow
 
1.74%
 
January 2021
 
75,000


75,000

Swap - cash flow
 
1.75%
 
January 2021
 
50,000


50,000

Swap - cash flow
 
1.53%
 
January 2021
 
37,500


37,500

Swap - cash flow
 
1.53%
 
January 2021
 
37,500


37,500

Swap - cash flow
 
1.46%
(1) 
January 2021
 
100,000


100,000

Swap - cash flow
 
1.47%
(1) 
January 2021
 
47,500


47,500

Swap - cash flow
 
1.47%
(1) 
January 2021
 
47,500


47,500

Swap - cash flow
 
1.47%
(1) 
January 2021
 
47,500


47,500

Swap - cash flow
 
1.47%
(1) 
January 2021
 
47,500


47,500

Swap - cash flow
 
2.60%
(2) 
October 2021
 
55,000


55,000

Swap - cash flow
 
2.60%
(2) 
October 2021
 
55,000


55,000

Swap - cash flow
 
1.78%
(1) 
January 2022
 
100,000


100,000

Swap - cash flow
 
1.78%
(1) 
January 2022
 
50,000


50,000

Swap - cash flow
 
1.79%
(1) 
January 2022
 
30,000


30,000

Swap - cash flow
 
1.68%
 
April 2022
 
25,000


25,000

Swap - cash flow
 
1.68%
 
April 2022
 
25,000


25,000

Swap - cash flow
 
1.64%
 
April 2022
 
25,000


25,000

Swap - cash flow
 
1.64%
 
April 2022
 
25,000


25,000

Swap - cash flow
 
2.60%
(3) 
January 2024
 
75,000


75,000

Swap - cash flow
 
2.60%
(3) 
January 2024
 
50,000


50,000

Swap - cash flow
 
2.60%
(3) 
January 2024
 
25,000


25,000

Swap - cash flow
 
2.60%
(3) 
January 2024
 
75,000


75,000

Swap - cash flow
 
2.60%
(3) 
January 2024
 
75,000


75,000

________________________ 
(1) Swaps assumed in connection with the LaSalle merger on November 30, 2018.
(2) Swaps became effective January 2019.
(3) Swaps will be effective January 2020.
The Company records all derivative instruments at fair value in the consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
As of March 31, 2019, the Company's derivative instruments were in both asset and liability positions, with an aggregate asset and liability fair values of $11.1 million and $6.8 million, respectively, in the accompanying consolidated balance sheets. For the three months ended March 31, 2019 and 2018, there was $(9.0) million and $5.3 million in unrealized (loss) gain, respectively, recorded in accumulated other comprehensive income (loss). For the three months ended March 31, 2019 and 2018, the Company reclassified $(2.5) million and $0.3 million, respectively, from accumulated other comprehensive income (loss) to interest expense. The Company expects approximately $1.2 million will be reclassified from accumulated other comprehensive income (loss) to interest expense in the next 12 months.