PEBBLEBROOK HOTEL TRUST: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation under a Registrant’s Off-Balance Sheet Arrangement, Disclosure of FD Settlement, Financial Statements and Supporting Documentation (Form 8 -K)

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Article 1.01. The conclusion of an important definitive agreement.

On December 9, 2021, Pebblebrook Hotel Trust (the "Company"), as parent
guarantor, and Pebblebrook 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 ($ 650 million Revolving credit facility and $ 300 million Term loan facility)

On December 9, 2021, the Company, as parent guarantor, the Operating
Partnership, as borrower, certain subsidiaries of the Operating 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 of October 13, 2017, among the Company, the
Operating Partnership, certain subsidiaries of the Operating 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 to March 15, 2023 for the unsecured revolving credit
facility and to March 15, 2024 for the unsecured term loan facility. Subject to
certain terms and conditions set forth in the Primary Credit Agreement, the
Operating 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 of March 15, 2024.

The period from June 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 to March 15,
2023 (had been July 15, 2022 following exercise of a six-month extension), which
may be further extended by up to two six-month extensions to March 15, 2024 (had
been January 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 to March 15, 2024
(had been January 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 ($ 65 million Term loan facility)

On December 9, 2021, the Company, as parent guarantor, the Operating
Partnership, as borrower, certain subsidiaries of the Operating 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").

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The USB Credit Agreement Amendment amended that certain Amended and Restated
Credit Agreement, dated as of October 13, 2017, among the Company, the Operating
Partnership, certain subsidiaries of the Operating Partnership, USB and certain
other lenders named therein, as amended (the "USB Credit Agreement").

As previously stated, the USB credit agreement provides for a $ 65 million
unsecured term loan facility, which matures on April 13, 2022. Subject to certain general conditions set out in the USB credit agreement, the
Operating partnership may request additional commitments from the lender under the facility up to an additional total of $ 85 million (for a maximum overall borrowing capacity under the USB Credit Agreement of $ 150 million).

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 ($ 110 million Term loan facility)

On December 9, 2021, the Company, as parent guarantor, the Operating
Partnership, as borrower, certain subsidiaries of the Operating 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 October 13, 2017, among the Company, the Operating partnership, some subsidiaries of the Operating partnership, CapOne and certain other lenders named therein, as amended (the “CapOne Credit Agreement”).

As previously indicated, the CapOne credit agreement provides for a $ 110 million
unsecured term loan facility, which matures on October 13, 2024. Subject to certain terms and conditions set out in the CapOne Credit Agreement, the
Operating partnership may request additional commitments from the lender under the facility up to an additional total of 140 million dollars (for a maximum overall borrowing capacity under the CapOne credit contract of $ 250 million).

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 December 10, 2021, announcing longer debt maturities and increased acquisition capacity.

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, among Pebblebrook 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 of December 9, 2021.
  10.2                   Sixth Amendment to Fourth Amended and Restated

Credit agreement, dated

                         October 13, 2017, among Pebblebrook 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, NA, like

                         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, among Pebblebrook 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.

National Association of Banks,

                         as administrative agent, and the other lenders 

part, dated

                         December 9, 2021.
  10.4                   Fourth Amendment to Credit Agreement, dated as of 

October 13, 2017, among

                         Pebblebrook Hotel, L.P., as the borrower, 

Pebblebrook Hotel Trust, 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, dated as of 

December 9, 2021.

  10.5                   Fourth Amendment to Credit Agreement, dated as of 

October 31, 2018, among

                         Pebblebrook 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 and the other

                         lenders party thereto, dated as of December 9, 

2021.

  10.6                   Fifth Amendment to Note Purchase Agreement, dated 

from November 12, 2015,

                         among Pebblebrook Hotel Trust, Pebblebrook Hotel, 

LP, Massachusetts Mutual

                         Life Insurance Company, MassMutual Asia Limited, 

Allianz life insurance

                         Company of North America and The Guardian Life 

Insurance Company of America,

                         dated as of December 9, 2021.
  99.1                   Press release, issued December 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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