Article 1.01. The conclusion of an important definitive agreement.
OnDecember 9, 2021 ,Pebblebrook Hotel Trust (the "Company"), as parent guarantor, andPebblebrook Hotel, L.P. , as borrower (the "Operating Partnership"), amended four credit agreements and a note purchase and guarantee agreement. The amendments and their changes to material terms of the agreements are described below.
Amendment to the main credit agreement (
OnDecember 9, 2021 , the Company, as parent guarantor, theOperating Partnership , as borrower, certain subsidiaries of theOperating Partnership , as guarantors,Bank of America, N.A . ("BofA"), as administrative agent, swing line lender and L/C issuer, and certain other lenders named therein, entered into that certain Sixth Amendment to Fourth Amended and Restated Credit Agreement (the "Primary Credit Agreement Amendment"). The Primary Credit Agreement Amendment amended that certain Fourth Amended and Restated Credit Agreement, dated as ofOctober 13, 2017 , among the Company, theOperating Partnership , certain subsidiaries of theOperating Partnership ,BofA , as administrative agent, swing line lender and L/C issuer, and certain other lenders named therein, as amended (the "Primary Credit Agreement"). Immediately before being amended by the Primary Credit Agreement Amendment, the parties to the Primary Credit Agreement entered into a fifth amendment primarily to provide for the anticipated transition from LIBOR to SOFR. The Primary Credit Agreement provides for a$950 million unsecured borrowing capacity, composed of a$650 million unsecured revolving credit facility and a$300 million unsecured term loan facility. The Primary Credit Agreement Amendment extended the maturity dates of the facilities by 14 months toMarch 15, 2023 for the unsecured revolving credit facility and toMarch 15, 2024 for the unsecured term loan facility. Subject to certain terms and conditions set forth in the Primary Credit Agreement, theOperating Partnership (i) may request additional lender commitments under either or both facilities of up to an additional aggregate of$250 million (for a maximum aggregate borrowing capacity under the Primary Credit Agreement of$1.25 billion ) and (ii) may elect, for an additional fee, to extend the maturity date of the revolving credit facility by six months once or twice, for a maximum maturity date ofMarch 15, 2024 . The period fromJune 29, 2020 through the required financial statement reporting date for the second quarter of 2022 is referred to herein as the "Waiver Period." The financial covenants are phased back in, but in certain cases at less restrictive levels than were in place prior to the Waiver Period, over a one- to five-quarter period beginning with the second quarter of 2022 (the "Phase-in Period").
The Amendment to the main credit agreement amended the main credit agreement as follows:
•extended the maturity date of$611 million of the outstanding balance of the$650 million unsecured revolving credit facility by eight months toMarch 15, 2023 (had beenJuly 15, 2022 following exercise of a six-month extension), which may be further extended by up to two six-month extensions toMarch 15, 2024 (had beenJanuary 15, 2023 ); •extended the maturity date of$274 million of the outstanding principal amount of the$300 million unsecured term loan facility by 14 months toMarch 15, 2024 (had beenJanuary 15, 2023 ); •set the maximum amount of permitted additional secured non-recourse indebtedness at$400 million ; •set the amount that may be reinvested in the acquisition of unencumbered hotel properties funded by the disposition of hotel properties at$1 billion ; •suspended for an additional three months the minimum fixed charge coverage ratio ("FCCR") and minimum unsecured interest coverage ratio ("Unsecured ICR") financial covenants under the Primary Credit Agreement such that all existing financial covenants under the Primary Credit Agreement will remain suspended through the first quarter of 2022; •set the minimum FCCR for the first three months of the Phase-in Period at 1:25:1.00; and •set the minimum Unsecured ICR for the first three months of the Phase-in Period at 1:50:1.00.
Amendment to the USB credit agreement (
OnDecember 9, 2021 , the Company, as parent guarantor, theOperating Partnership , as borrower, certain subsidiaries of theOperating Partnership , as guarantors,U.S. Bank National Association ("USB"), as administrative agent, and certain other lenders named therein, entered into that certain Fourth Amendment to Amended and Restated Credit Agreement (the "USB Credit Agreement Amendment"). -------------------------------------------------------------------------------- The USB Credit Agreement Amendment amended that certain Amended and Restated Credit Agreement, dated as ofOctober 13, 2017 , among the Company, theOperating Partnership , certain subsidiaries of theOperating Partnership , USB and certain other lenders named therein, as amended (the "USB Credit Agreement").
As previously stated, the USB credit agreement provides for a
unsecured term loan facility, which matures on
The USB Credit Agreement Amendment amended the USB Credit Agreement in substantially the same manner as the Primary Credit Agreement Amendment amended the Primary Credit Agreement, as set forth above, except that the maturity date was not changed and provisions for the anticipated transition from LIBOR to SOFR were included.
Amendment to the CapOne credit agreement (
OnDecember 9, 2021 , the Company, as parent guarantor, theOperating Partnership , as borrower, certain subsidiaries of theOperating Partnership , as guarantors,Capital One, National Association ("CapOne"), as administrative agent, and certain other lenders named therein, entered into that certain Fourth Amendment to Credit Agreement (the "CapOne Credit Agreement Amendment").
The Amendment to the CapOne Credit Agreement modified the fact that certain Credit Agreements, dated
As previously indicated, the CapOne credit agreement provides for a
unsecured term loan facility, which matures on
The CapOne Credit Agreement Amendment amended the CapOne Credit Agreement in substantially the same manner as the Primary Credit Agreement Amendment amended the Primary Credit Agreement, as set forth above, except that the maturity date . . .
Article 2.03. Creation of a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Primary Credit Agreement Amendment, the USB Credit Agreement Amendment, the CapOne Credit Agreement Amendment, the BofA Credit Agreement Amendment and the Note Purchase Agreement Amendment is hereby incorporated by reference into this Item 2.03.
Article 7.01. FD Regulation Disclosure.
The Company issued a press release on
A copy of the press release is provided as Exhibit 99.1 of this current report on Form 8-K and is incorporated by reference herein.
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Article 9.01. Financial statements and supporting documents.
(d) Exhibitions
Exhibit No. Description 10.1 Fifth Amendment to Fourth Amended and Restated
Credit agreement, dated
October 13, 2017 , amongPebblebrook Hotel, L.P. , as the borrower,Pebblebrook Hotel Trust , 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, dated as ofDecember 9, 2021 . 10.2 Sixth Amendment to Fourth Amended and Restated
Credit agreement, dated
October 13, 2017 , amongPebblebrook Hotel, L.P. , as the borrower,Pebblebrook Hotel Trust , as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors, Bank
of
administrative agent, swing line lender and L/C
transmitter, and the other
lenders party thereto, dated as of December 9 ,
2021.
10.3 Fourth Amendment to Amended and Restated Credit
Agreement, dated
October 13, 2017 , amongPebblebrook Hotel, L.P. , as the borrower,Pebblebrook Hotel Trust , as the parent REIT and a guarantor, certain subsidiaries of the borrower, as guarantors,U.S.
as administrative agent, and the other lenders
part, dated
December 9, 2021 .
10.4 Fourth Amendment to Credit Agreement, dated as of
Pebblebrook Hotel, L.P. , as the borrower,
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, dated as of
10.5 Fourth Amendment to Credit Agreement, dated as of
Pebblebrook Hotel L.P. , as the borrower,
parent REIT and a guarantor, certain subsidiaries
of the borrower, as
guarantors, Bank of America, N.A ., as
administrative agent and the other
lenders party thereto, dated as of December 9 ,
2021.
10.6 Fifth Amendment to Note Purchase Agreement, dated
from
among Pebblebrook Hotel Trust , Pebblebrook Hotel ,
LP, Massachusetts Mutual
Life Insurance Company , MassMutual Asia Limited ,
Company of North America and The Guardian Life
dated as ofDecember 9, 2021 . 99.1 Press release, issuedDecember 10, 2021 ,
announcement of extended debt maturities
and increased acquisition capacity.
104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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