XML 56 R23.htm IDEA: XBRL DOCUMENT v3.8.0.1
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2017
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
 
Equity Transactions
 
On January 1, 2018, the performance-based restricted stock awards granted on March 3, 2015 vested.  Based on our percentile ranking within the SNL U.S. REIT Hotel Index for the measurement period, the executive officers earned twice the number of shares granted in accordance with the provisions of the Equity Plan. The executive officers were also entitled to dividends as if the additional shares had been outstanding throughout the measurement period. As a result of this vesting, we issued a total of 309,010 shares to our executive officers and paid dividends totaling $0.5 million.

As previously reported on the Current Report on Form 8-K filed by the Company on November 13, 2017, Gregory A. Dowell, Executive Vice President and Chief Financial Officer of the Company, notified the Company of his intent to retire from the Company effective March 31, 2018 (the “Retirement Date”). On January 24, 2018, in connection with Mr. Dowell’s planned retirement, the Company entered into a separation agreement and mutual general release agreement with Mr. Dowell (the “Initial Agreement”). On the Retirement Date, in connection with Mr. Dowell’s planned retirement, the Company and Mr. Dowell will enter into a Supplemental Mutual General Release Agreement (the “Supplemental Agreement”). In addition, on the Retirement Date, in connection with Mr. Dowell’s planned retirement, the Company and Mr. Dowell will enter into amendments to those two certain Stock Award Agreements (performance-based shares), dated March 8, 2016 and March 6, 2017, respectively, between the Company and Mr. Dowell (collectively the “Performance Awards”), to remove the requirement that Mr. Dowell remain employed by the Company to continue to be eligible to receive any shares that may vest.
 
The Initial Agreement, the Supplemental Agreement and the Amendments collectively provide or will provide, as the case may be, for the following: (i) accelerated vesting on the Retirement Date of all unvested service-based restricted shares of common stock previously awarded to Mr. Dowell pursuant to those two certain Stock Award Agreements (service-based shares), dated March 8, 2016 and March 6, 2017, between the Company and Mr. Dowell; (ii) the opportunity to earn unvested performance-based restricted shares of common stock in 2019 and 2020 based on the Company’s total shareholder return in accordance with the previously reported Performance Awards; (iii) a release by each party of all claims against the other party; and (iv) customary confidentiality, non-disparagement, non-compete and non-solicitation covenants.

On February 5, 2018, our Board of Directors declared cash dividends of $0.18 per share of common stock, $0.4453125 per share of 7.125% Series C Cumulative Redeemable Preferred Stock, $0.403125 per share of 6.45% Series D Cumulative Redeemable Preferred Stock, and $0.390625 per share of 6.25% Series E Cumulative Redeemable Preferred Stock. These dividends are payable February 28, 2018 to stockholders of record on February 16, 2018.

On February 5, 2018, the Company announced that it will redeem all 3,400,000 of its outstanding Series C preferred shares, at a redemption price for each Series C preferred share of $25.00 plus accrued and unpaid dividends per share to, but not including, the redemption date of March 20, 2018.

Debt Transactions

On February 15, 2018, our Operating Partnership, as borrower, the Company, as parent guarantor, and each party executing term loan documentation as a subsidiary guarantor, entered into a new $225.0 million unsecured term loan (the “2018 Term Loan”).  The 2018 Term Loan has an accordion feature that allows us to increase the total commitments by $150.0 million prior to the maturity date of February 14, 2025, subject to certain conditions, and a delayed draw feature that allows us to delay principal advances until May 16, 2018, at no additional cost.  At closing, we drew $140.0 million of the $225.0 million available under the 2018 Term Loan and used the proceeds to pay off and replace the 2015 Term Loan.

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 1.80% and 2.55%, depending upon our leverage ratio (as defined in the loan documents), or (ii) the applicable base rate, which is the greatest of the administrative agent’s prime rate, the federal funds rate plus 0.50%, and 1-month LIBOR plus 1.00%, plus a base rate margin between 0.80% and 1.55%, depending upon our leverage ratio.  We are required to pay other fees, including customary arrangement and administrative fees.  The 2018 Term Loan was entered into with KeyBank National Association, as administrative agent, Regions Bank, Raymond James Bank, N.A., PNC Bank, National Association, Capital One, and BB&T, as co-syndication agents, and KeyBanc Capital Markets Inc., Regions Capital Markets, Raymond James Bank, N.A., PNC Capital Markets, LLC, Capital One, National Association and Branch Banking and Trust Company as co-lead arrangers.

Financial and Other Covenants.  In addition, we are required to comply with a series of financial and other covenants in order to draw and maintain borrowings under the 2018 Term Loan.

Unencumbered Assets.  The 2018 Term Loan is unsecured.  However, borrowings under the term loan are limited by the value of the assets that qualify as unencumbered assets.  As of February 15, 2018, the 50 unencumbered properties also supported the 2018 Term Loan.