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DEBT (Tables)
12 Months Ended
Dec. 31, 2015
DEBT  
Schedule of outstanding indebtedness

 

At December 31, 2015 and 2014 our outstanding indebtedness included (in thousands):

 

 

 

 

 

 

 

Amortization

 

 

 

Number of Properties

 

Outstanding Principal Balance

 

 

 

Note

 

 

 

Period

 

 

 

Encumbered at

 

December 31,

 

Lender

 

Reference

 

Interest Rate (a)

 

(Years)

 

Maturity Date

 

December 31, 2015

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior Unsecured Credit Facility

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deutsche Bank AG New York Branch

 

(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

$225 Million Revolver

 

 

 

2.33% Variable

 

n/a

 

October  10, 2017

 

n/a

 

$

95,000 

 

$

125,000 

 

$75 Million Term Loan

 

 

 

3.94% Fixed

 

n/a

 

October 10, 2018

 

n/a

 

75,000 

 

75,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Senior Unsecured Credit Facility

 

 

 

 

 

 

 

 

 

 

 

170,000 

 

200,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unsecured Term Loan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

KeyBank National Association

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Loan

 

(c)

 

2.38% Variable

 

n/a

 

April 7, 2022

 

n/a

 

140,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Voya (formerly known as ING Life Insurance and Annuity)

 

(d)

 

6.10% Fixed

 

20

 

March 1, 2019

 

n/a

 

 

62,327 

 

 

 

(d)

 

4.55% Fixed

 

25

 

March 1, 2019

 

n/a

 

 

32,995 

 

 

 

(d)

 

5.18% Fixed

 

20

 

March 1, 2019

 

2

 

42,574 

 

 

 

 

(d)

 

5.18% Fixed

 

20

 

March 1, 2019

 

4

 

38,159 

 

 

 

 

(d)

 

5.18% Fixed

 

20

 

March 1, 2019

 

3

 

24,610 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(d)

 

5.18% Fixed

 

20

 

March 1, 2019

 

1

 

17,482 

 

 

KeyBank National Association

 

(e)

 

4.46% Fixed

 

30

 

February 1. 2023

 

4

 

27,991 

 

28,489 

 

 

 

(f)

 

4.52% Fixed

 

30

 

April 1, 2023

 

3

 

21,683 

 

22,061 

 

 

 

(g)

 

4.30% Fixed

 

30

 

April 1, 2023

 

3

 

21,022 

 

21,403 

 

 

 

(h)

 

4.95% Fixed

 

30

 

August 1, 2023

 

2

 

37,352 

 

37,939 

 

Bank of America Commercial Mortgage

 

(i)

 

6.41% Fixed

 

25

 

September 1, 2017

 

1

 

7,916 

 

8,157 

 

Merrill Lynch Mortgage Lending Inc.

 

(j)

 

6.38% Fixed

 

30

 

August 1, 2016

 

1

 

5,047 

 

5,151 

 

GE Capital Financial Inc.

 

(k)

 

5.39% Fixed

 

25

 

April 1, 2020

 

1

 

9,110 

 

9,300 

 

 

 

(k)

 

5.39% Fixed

 

25

 

April 1, 2020

 

1

 

4,905 

 

5,007 

 

MetaBank

 

(l)

 

4.25% Fixed

 

20

 

August 1, 2018

 

1

 

6,852 

 

7,104 

 

Bank of Cascades

 

(m)

 

2.43% Variable

 

25

 

December 19, 2024

 

1

 

9,556 

 

9,800 

 

 

 

(m)

 

4.30% Fixed

 

25

 

December 19, 2024

 

 

9,556 

 

9,800 

 

Goldman Sachs

 

(n)

 

5.67% Fixed

 

25

 

July 6, 2016

 

2

 

13,467 

 

13,787 

 

Compass Bank

 

(o)

 

4.57% Fixed

 

20

 

May 17, 2018

 

 

 

12,505 

 

 

 

(p)

 

2.83% Variable

 

25

 

May 6, 2020

 

3

 

24,015 

 

24,637 

 

General Electric Capital Corporation

 

(q)

 

5.39% Fixed

 

25

 

April 1, 2020

 

1

 

5,160 

 

5,266 

 

 

 

(q)

 

5.39% Fixed

 

25

 

April 1, 2020

 

1

 

6,041 

 

6,167 

 

 

 

(r)

 

4.11% Variable

 

20

 

April 1, 2018

 

1

 

5,852 

 

7,213 

 

 

 

(r)

 

5.03% Fixed

 

25

 

March 1, 2019

 

 

 

9,775 

 

AIG

 

(s)

 

6.11% Fixed

 

20

 

January 1, 2016

 

 

 

12,938 

 

Greenwich Capital Financial Products, Inc.

 

(t)

 

6.20% Fixed

 

30

 

January 6, 2016

 

 

 

22,711 

 

Wells Fargo Bank, National Association

 

(u)

 

5.53% Fixed

 

25

 

October 1, 2015

 

 

 

3,523 

 

 

 

(v)

 

5.57% Fixed

 

25

 

January 1, 2016

 

 

 

6,038 

 

U.S. Bank, NA

 

(w)

 

6.22% Fixed

 

30

 

November 1, 2016

 

1

 

17,179 

 

17,536 

 

 

 

(x)

 

6.13% Fixed

 

25

 

November 11, 2021

 

1

 

11,567 

 

11,819 

 

 

 

(y)

 

5.98% Fixed

 

30

 

March 8, 2016

 

 

 

13,085 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Mortgage Loans

 

 

 

 

 

 

 

 

 

38

 

367,096 

 

426,533 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Debt

 

 

 

 

 

 

 

 

 

38

 

$

677,096 

 

$

626,533 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes:

 

(a) Interest rates at December 31, 2015 give effect to our use of interest rate swaps, where applicable.

 

(b) On October 10, 2013, we replaced our $150.0 million senior secured revolving credit facility with a $300.0 million senior unsecured credit facility. The unsecured credit facility is comprised of a $225.0 million revolving credit facility (the “$225 Million Revolver”) and a $75.0 million term loan (the “$75 Million Term Loan”), and has an accordion feature which will allow us to increase the commitments by an aggregate of $100.0 million on the $225 Million Revolver and the $75 Million Term Loan.

 

The senior unsecured credit facility requires that no less than 20 of our hotel properties remain unencumbered, as defined in the credit facility documentation, and also requires compliance with covenants customary among our industry peers. The $225 Million Revolver matures on October 10, 2017 and can be extended to October 10, 2018 at our option, subject to certain conditions. The $75 Million Term Loan matures on October 10, 2018.

 

We pay interest on advances at varying rates, based upon, at our option, either (i) 1, 2, 3, or 6-month LIBOR, plus a LIBOR margin between 1.75% and 2.50%, depending upon our leverage ratio (as defined in the credit facility documentation), or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 0.50%, or 1-month LIBOR plus 1.00%, plus a base rate margin between 0.75% and 1.50%, depending upon our leverage ratio. Unused Fees are payable quarterly and are assessed at 0.30% per annum if the unused portion of the credit facility is equal to or greater than 50%, or 0.20% per annum if the unused portion of the credit facility is less than 50%.

 

On December 27, 2013, we fully drew the $75 Million Term Loan. On September 5, 2013, we entered into an interest rate derivative with a notional value of $75.0 million that became effective on January 2, 2014 and matures on October 1, 2018. This interest rate derivative was designated a cash flow hedge and effectively fixes LIBOR at 2.04%.  The interest rate on the $75 Million Term Loan was 3.94% at January 2, 2014.

 

At December 31, 2015, 47 of our unencumbered hotel properties were included in the borrowing base for the senior unsecured credit facility, and are required to remain unencumbered. As a result, the maximum amount of borrowing permitted under the senior unsecured credit facility was $300.0 million, of which, we had $170.0 million borrowed and $130.0 million available to borrow.

 

(c) On April 7, 2015, the Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing the term loan documentation as a subsidiary guarantor, entered into a $125.0 million unsecured term loan with KeyBank National Association, as administrative agent, Regions Bank and Raymond James Bank, N.A., as co-syndication agents, KeyBanc Capital Markets, Inc., Regions Capital Markets and Raymond James Bank, N.A., as co-lead arrangers, and a syndicate of lenders including KeyBank National Association, Regions Bank, Raymond James Bank, N.A., Branch Banking and Trust Company, and U.S. Bank National Association (the “2015 Term Loan”).

 

The 2015 Term Loan matures on April 7, 2022 and has an accordion feature which will allow us to increase the total commitments by an aggregate of $75.0 million prior to the maturity date, subject to certain conditions.

 

At closing, we drew the full $125.0 million amount of the 2015 Term Loan and on April 21, 2015, we exercised $15.0 million of the $75.0 million accordion.  All proceeds were used to pay down the principal balance of the $225 Million Revolver.  The exercise of this feature increased the aggregate unsecured term loan commitments to $140.0 million under the 2015 Term Loan and does not affect any other terms or conditions of the credit agreement.  In conjunction with exercising the accordion feature, the Company added American Bank, N.A. as a new lender under the facility.

 

(d) The First Closing of the ARCH Sale included eight properties that served as collateral for two term loans with Voya Retirement Insurance and Annuity Company (“Voya”), formerly known as ING Life Insurance and Annuity, totaling $93.4 million.  To avoid significant yield maintenance costs associated with an early pay-off of the portion of these term loans related to the sale of the eight properties that were a part of the ARCH Sale, we modified the term loans to substitute certain existing collateral with properties that were not part of the ARCH Sale.   The transaction was completed on September 24, 2015. We now have four term loans with Voya with an aggregate principal amount of $123.4 million, fixed interest rates of 5.18%, and a first call date of March 1, 2019. The ten hotel properties encumbered by the Voya mortgage loans are cross-collateralized, and the four mortgage loans are cross-defaulted.

 

(e) On January 25, 2013, we closed on a $29.4 million loan with a fixed rate of 4.46% and a maturity of February 1, 2023. This loan is secured by four of the Hyatt Place hotels we acquired in October 2012. These hotels are located in Chicago (Lombard), IL; Denver (Lone Tree), CO; Denver (Englewood), CO; and Dallas (Arlington), TX.  This loan is subject to defeasance if prepaid.

 

(f) On March 7, 2013, we closed on a $22.7 million loan with a fixed rate of 4.52% and a maturity of April 1, 2023. This loan is secured by three of the Hyatt hotels we acquired in October 2012. These hotels include a Hyatt House in Denver (Englewood), CO and Hyatt Place hotels in Baltimore (Owings Mills), MD and Scottsdale, AZ.  This loan is subject to defeasance if prepaid.

 

(g) On March 8, 2013, we closed on a $22.0 million loan with a fixed rate of 4.30% and a maturity of April 1, 2023. This loan is secured by the three Hyatt Place hotels we acquired in January 2013. These hotels are located in Chicago (Hoffman Estates), IL; Orlando (Convention), FL; and Orlando (Universal), FL. This loan is subject to defeasance if prepaid.

 

(h) On July 22, 2013, we closed on a $38.7 million loan with a fixed rate of 4.95% and a maturity of August 1, 2023. This loan is secured by two Marriott hotels we acquired in May 2013. These hotels include a Fairfield Inn & Suites and SpringHill Suites in Louisville, KY. This loan is subject to defeasance if prepaid.

 

(i) On May 16, 2012, we assumed a loan in our acquisition of the Hilton Garden Inn in Smyrna, TN. This loan is subject to defeasance if prepaid.

 

(j) On June 21, 2012, we assumed a loan in our acquisition of the Hampton Inn & Suites in Smyrna, TN. This loan is subject to defeasance if prepaid.

 

(k) On March 28, 2014, we amended the loans with GE Capital Financial, which are cross-collateralized by the Courtyard by Marriott and the SpringHill Suites by Marriott, both located in Scottsdale, AZ. The loans were amended to bear interest at a fixed rate of 5.39% and the maturity dates were extended to April 1, 2020.

 

(l) On July 26, 2013, we closed on a $7.4 million loan with a fixed rate of 4.25% and a maturity of August 1, 2018. This loan is secured by the Hyatt Place in Atlanta, GA. This loan has a prepayment penalty of: (i) 3% until July 26, 2015, (ii) 2% until July 26, 2017, and (iii) 1% until February 1, 2018.

 

(m) On December 19, 2014, we refinanced our loan with Bank of the Cascades and increased the amount financed by $7.9 million.  As part of the refinance the loan was split into two notes. Note A carries a variable interest rate of 30-day LIBOR plus 200 basis points and Note B carries a fixed interest rate of 4.30%. Both notes have amortization periods of 25 years and maturity dates of December 19, 2024. The Bank of Cascades mortgage loans are cross-collateralized and cross-defaulted.

 

(n) This loan is secured by the SpringHill Suites by Marriott and the Hampton Inn & Suites in Bloomington, MN. This loan is subject to defeasance if prepaid.

 

(o) This loan was secured by the Courtyard by Marriott in Flagstaff, AZ and had a variable interest rate of 30-day LIBOR plus 350 basis points (3.67% at December 31, 2014). On October 11, 2012, we entered into an interest rate derivative that effectively converted 85% of this loan to a fixed rate.  This loan was repaid and the interest rate swap was settled in 2015.  There were no prepayment penalties incurred in this transaction.

 

(p) On May 6, 2014, we closed on a $25.0 million loan with Compass Bank. The loan carries a variable rate of 30-day LIBOR plus 240 basis points, amortizes over 25 years, and has a May 6, 2020 maturity date. The loan is secured by first mortgage liens on the Hampton Inn & Suites hotels located in San Diego (Poway), CA, Ventura (Camarillo), CA and Fort Worth, TX.

 

(q) On March 28, 2014, we amended two loans with General Electric Capital Corp., which are cross - collateralized by the Hilton Garden Inn (Lakeshore) and the Hilton Garden Inn (Liberty Park), both located in Birmingham, AL. Both loans were amended to bear interest at a fixed rate of 5.39% and the maturity dates were extended to April 1, 2020.

 

(r) These loans are secured by the SpringHill Suites by Marriott in Denver, CO and the Double Tree in Baton Rouge, LA. These loans have a variable interest rate of 90-day LIBOR plus 350 basis points. On May 4, 2012, we entered into interest rate derivatives that effectively converted these loans to a fixed rate. These loans are cross-defaulted and cross-collateralized.  In anticipation of the ARCH Sale these interest rate swaps were settled in 2015.  Further, the loan secured by the Double Tree in Baton Rouge, LA was repaid in 2015.  There were no prepayment penalties incurred in this transaction.

 

(s) On December 20, 2012, we assumed a loan in our acquisition of the Residence Inn by Marriott in Salt Lake City, UT.  This loan was repaid in 2015.  There were no prepayment penalties incurred in this transaction.

 

(t) On February 11, 2013, we assumed a loan in our acquisition (through a joint venture) of the Holiday Inn Express & Suites in San Francisco, CA. This loan had an interest rate of 6.20% and a maturity date of January 6, 2016. This loan was repaid in 2015.  There were no prepayment penalties incurred in this transaction.

 

(u) On May 21, 2013, we assumed a loan in our acquisition of the Holiday Inn Express & Suites in Minneapolis (Minnetonka), MN. This loan had an interest rate of 5.53% and a maturity date of October 1, 2015. This loan was repaid in 2015.  There were no prepayment penalties incurred in this transaction.

 

(v) On May 21, 2013, we assumed a loan in our acquisition of the Hilton Garden Inn in Minneapolis (Eden Prairie), MN. This loan had an interest rate of 5.57% and a maturity date of January 1, 2016. This loan was repaid in 2015.  There were no prepayment penalties incurred in this transaction.

 

(w) On January 9, 2014, as part of our acquisition of the 182-guestroom Hilton Garden Inn in Houston, TX, we assumed a $17.8 million mortgage loan with a fixed interest rate of 6.22%, an amortization period of 30 years, and a maturity date of November 1, 2016.

 

(x) On January 10, 2014, as part of our acquisition of the 98-guestroom Hampton Inn in Santa Barbara (Goleta), CA, we assumed a $12.0 million mortgage loan with a fixed interest rate of 6.133%, an amortization period of 25 years, and a maturity date of November 11, 2021.

 

(y) On March 14, 2014, as part of our acquisition of the 210-guestroom DoubleTree by Hilton in San Francisco, CA, we assumed a $13.3 million mortgage loan with a fixed interest rate of 5.98%, an amortization period of 30 years, and a maturity date of March 8, 2016. This loan was repaid in 2015.  There were no prepayment penalties incurred in this transaction.

 

Schedule of total fixed-rate and variable-rate debt, after giving effect to interest rate derivatives

 

Our total fixed-rate and variable-rate debt at December 31, 2015 and 2014, after giving effect to our interest rate derivatives, is as follows (in thousands):

 

 

 

2015

 

2014

 

Fixed-rate debt

 

$

402,673 

 

$

465,220 

 

Variable-rate debt

 

274,423 

 

161,313 

 

 

 

 

 

 

 

 

 

$

677,096 

 

$

626,533 

 

 

 

 

 

 

 

 

 

 

Schedule of principal payments for each of the next five years

 

Principal payments for each of the next five years are as follows (in thousands):

 

2016

 

$

44,193 

 

2017

 

111,275 

 

2018

 

94,408 

 

2019

 

8,568 

 

2020

 

51,870 

 

Thereafter

 

366,782 

 

 

 

 

 

 

 

$

677,096 

 

 

 

 

 

 

 

Schedule of the fair value of fixed-rate debt that is not recorded at fair value

 

Information about the fair value of our fixed-rate debt that is not recorded at fair value is as follows (in thousands):

 

 

 

2015

 

2014

 

 

 

 

 

Carrying
Value

 

Fair Value

 

Carrying
Value

 

Fair Value

 

Valuation Technique

 

Fixed-rate debt

 

$

327,673 

 

$

321,841 

 

$

362,602 

 

$

349,517 

 

Level 2 - Market approach