Item 1.01. Entry into a Material Definitive Agreement.
Credit Agreement
On January 10, 2023, Xenia Hotels & Resorts, Inc.'s (the "Company") wholly-owned
subsidiary, XHR LP (the "Borrower"), entered into a new $675 million senior
unsecured credit facility comprised of a $450 million revolving line of credit
("Revolving Credit Facility"), a $125 million term loan ("Initial Term Loan"),
and a $100 million delayed draw term loan ("Delayed Draw Term Loan"), with a
syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent,
Bank of America, N.A., KeyBank National Association, PNC Bank, National
Association, and Regions Bank as co-syndication agents, Fifth Third Bank,
National Association, as documentation agent, Credit Agricole Corporate and
Investment Bank, as sustainability structuring agent, JPMorgan Chase Bank, N.A.,
BofA Securities, Inc., KeyBanc Capital Markets, Inc., PNC Capital Markets LLC,
and Regions Capital Markets, as joint lead arrangers and joint bookrunners for
the Revolving Credit Facility, the Initial Term Loan and the Delayed Draw Term
Loan, and Fifth Third Bank, National Association, as a joint lead arranger and
joint bookrunner for the Initial Term Loan and Delayed Draw Term Loan (the
"Credit Agreement").
A portion of the revolving loan commitments is available for the issuance of
letters of credit in an amount not to exceed $25 million. The Credit Agreement
provides the Borrower with the option to request an uncommitted increase in the
revolving loan commitments and/or add an uncommitted term loan in an aggregate
principal amount of $300 million.
The Revolving Credit Facility matures in January 2027 and can be extended up to
an additional year. The Revolving Credit Facility's interest rate is based on a
pricing grid with a range of 145 to 275 basis points over the applicable
adjusted term SOFR rate as determined by the Company's leverage ratio. As of
January 10, 2023, no borrowings were outstanding under the Revolving Credit
Facility. The Initial Term Loan and Delayed Draw Term Loan each mature in March
2026, can be extended up to an additional year, and bear interest rates
consistent with the pricing grid on the Revolving Credit Facility. The proceeds
of the Initial Term Loan were used to pay off a $125 million term loan that was
due September 2024.
The Company may prepay the outstanding principal amount under the Credit
Agreement, in whole or in part, at any time, subject to prior notice to the
administrative agent. The Credit Agreement contains customary affirmative,
negative and financial covenants, representations and warranties, and default
provisions.
The Company has entered into a new guaranty ("Parent Guaranty") pursuant to
which the Company has irrevocably and unconditionally guaranteed to JPMorgan
Chase Bank, N.A., as administrative agent, for the benefit of the lenders party
to the Credit Agreement, the payment and performance of the obligations of the
Borrower under the Credit Agreement as and when due and payable.
The description set forth in this Item 1.01 under the heading "Credit Agreement"
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Credit Agreement, which is also attached hereto as Exhibit
10.1 and the Parent Guaranty, which is also attached hereto as Exhibit 10.2,
each of which is incorporated herein by reference. A copy of the press release
announcing the transaction is filed as Exhibit 99.1 to this report.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information regarding the Credit Agreement and the Parent Guaranty included
in Item 1.01 is incorporated herein by reference into this Item 2.03.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Revolving Credit and Term Loan Agreement, dated as of
January 10, 2023, by and among XHR LP, as borrower, JPMorgan
Chase Bank, N.A., as administrative agent, and the lenders and
other parties party thereto.
10.2 Parent Guaranty, dated as of January 10, 2023, by Xenia
Hotels & Resorts, Inc. for the benefit of JPMorgan Chase Bank,
N.A., as administrative agent.
99.1 Press release of Xenia Hotels & Resorts, Inc. dated January 11,
2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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