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CHESAPEAKE LODGING TRUST (NYSE:CHSP) Files An 8-K Entry into a Material Definitive Agreement

CHESAPEAKE LODGING TRUST (NYSE:CHSP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement.
On April 21, 2017, Chesapeake Lodging, L.P., a wholly owned
subsidiary of Chesapeake Lodging Trust (the Trust), obtained a
$225.0 million five-year term loan from a lending syndicate led
by Wells Fargo Bank, N.A., as administrative agent, JPMorgan
Chase Bank, N.A., as syndication agent, and PNC Bank, N.A., as
documentation agent (the Term Loan). The Trust and certain of its
indirect subsidiaries serve as guarantors of borrowings under the
Term Loan. The Term Loan provides for the possibility of future
increases, up to a maximum amount borrowed of $375.0 million, in
accordance with the terms of the term loan agreement. Amounts
borrowed under the Term Loan may be prepaid at any time without
premium or penalty; amounts so prepaid may not be reborrowed.
Proceeds from the Term Loan were used to repay outstanding
borrowings under the Trusts $300.0 million unsecured revolving
credit facility (the Revolving Credit Facility). After giving
effect to the repayment, there were no outstanding borrowings
under the Revolving Credit Facility as of April 21, 2017. In
connection with obtaining the Term Loan, the Trust also amended
certain provisions of the agreement governing its Revolving
Credit Facility to make conforming changes to the term loan
agreement. A copy of the Trusts press release announcing this
transaction on April 25, 2017 is filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
The Term Loan will mature on April 21, 2022. The Term Loan bears
interest equal to LIBOR, plus 1.45% – 2.20% (the spread over
LIBOR based on the Trusts consolidated leverage ratio as of the
end of its most recent fiscal quarter), as shown below:
Leverage Ratio
Applicable Margin for
LIBOR Loans
Applicable Margin for
Base Rate Loans
35%
1.45%
0.45%
35@%
1.55%
0.55%
40E%
1.60%
0.60%
45P%
1.75%
0.75%
50U%
2.00%
1.00%
55%
2.20%
1.20%
The applicable margin will reset 10 business days after each
delivery of a compliance certificate relating to the Trusts
quarterly or year-end financial results, as applicable. As of the
date of this filing, the applicable margin on the Term Loan was
1.45%. Contemporaneous with the closing of the Term Loan, the
Trust entered into an interest rate swap to fix LIBOR at 1.86%
for the five-year term.
The agreement governing the Term Loan contains covenants,
including a maximum leverage ratio, minimum tangible net worth
requirement, consolidated secured debt ratio, unsecured leverage
ratio and unsecured debt service coverage ratio, representations
and warranties and events of default that match in all material
respects the comparable terms of the agreement governing the
Trusts Revolving Credit Facility. In addition, the Term Loan and
the amendment to the Trusts Revolving Credit Facility link
borrowing availability to the value of the 13 hotels comprising
the borrowing base for these unsecured borrowings, requiring such
borrowing base to comprise a minimum of seven hotels with a
value, determined to the terms of the agreements, of not less
than $500.0 million.
The foregoing description of the term loan agreement and the
amendment to the agreement governing the Trusts Revolving Credit
Facility is qualified in its entirety by the full terms and
conditions of the term loan agreement and such amendment, each of
which will be filed with the Securities and Exchange Commission
as an exhibit to a subsequent report of the Trust.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Exhibit Description
99.1 Press release dated April 25, 2017

About CHESAPEAKE LODGING TRUST (NYSE:CHSP)
Chesapeake Lodging Trust (the Trust) is a self-advised real estate investment trust (REIT). The Trust is focused on investments primarily in upper-upscale hotels in business and convention markets and, on service hotels in urban settings or locations in the United States. The Trust owns over 20 hotels with over 6,700 rooms in approximately nine states and the District of Columbia. The Trust’s hotel portfolio includes Le Meridien San Francisco, Hyatt Regency Boston, Hilton Checkers Los Angeles, Hotel Indigo San Diego Gaslamp Quarter, Hyatt Santa Barbara, JW Marriott San Francisco Union Square, W New Orleans-French Quarter and Denver Marriott City Center, among others. The Trust’s hotels are located in Los Angeles, San Francisco, Washington, New York, Denver, Newton and Boston, among others. The Trust’s operations are conducted through Chesapeake Lodging, L.P. (the Operating Partnership). The Operating Partnership leases its hotels to taxable REIT subsidiaries. CHESAPEAKE LODGING TRUST (NYSE:CHSP) Recent Trading Information
CHESAPEAKE LODGING TRUST (NYSE:CHSP) closed its last trading session up +0.30 at 24.70 with 373,746 shares trading hands.

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