Xenia Hotels & Resorts, Inc. (NYSE:XHR) Files An 8-K Entry into a Material Definitive Agreement

Xenia Hotels & Resorts, Inc. (NYSE:XHR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Credit Agreement

On January 11, 2018, Xenia Hotels & Resorts, Inc.’s (the “Company”) wholly owned subsidiary, XHR LP (the “Borrower”), entered into an amendment and restatement of its unsecured revolving credit facility with a syndicate of bank lenders, JP Morgan Chase Bank, N.A., Wells Fargo Securities, LLC, and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and KeyBank National Association, as co-syndication agents, and Citibank, N.A. and U.S. Bank National Association, as documentation agents (the “Amended and Restated Credit Agreement”). In connection with the Amended and Restated Credit Agreement, the lenders have provided $500 million of revolving loan commitments. A portion of the revolving loan commitments is available for the issuance of letters of credit in an amount not to exceed $45 million and borrowings of swing line loans in an amount not to exceed $45 million. The Amended and Restated Credit Agreement provides the Borrower with the option to request an uncommitted increase in the revolving loan commitments by, and/or add an uncommitted term loan in, an aggregate principal amount of $350 million.

The Company has entered into an amendment and restatement of its guaranty (the “Amended and Restated Parent Guaranty”) to which the Company has reaffirmed its existing guarantee and absolutely, irrevocably and unconditionally guaranteed to JPMorgan Chase Bank, N.A., as administrative agent, for the benefit of the lenders party to the Amended and Restated Credit Agreement, the payment and performance of the obligations of the Borrower under the Amended and Restated Credit Agreement as and when due and payable.

The description set forth in this Item 1.01 under the heading “Amended and Restated Credit Agreement” does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Credit Agreement, which is also attached hereto as Exhibit 10.1 and the Amended and Restated Parent Guaranty, which is also attached hereto as Exhibit10.2, 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 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information regarding the Amended and Restated Credit Agreement and the Amended and Restated Parent Guaranty included in Item 1.01 is incorporated herein by reference into this Item 1.01.

Item 1.01 Other Events

On December 15, 2017, the Borrower entered into an amendment to reprice its $125,000,000 senior unsecured term loan agreement by and among Borrower and a syndicate of banks, as lenders, and KeyBank National Association, as administrative agent (the “Term Loan”). The Term Loan, originally entered into on October 22, 2015, now bears an interest rate based on a pricing grid with a range of 145 to 220 basis points over LIBOR as determined by the Company’s leverage ratio, a reduction of 30 to 35 basis points from the previous leverage-based grid.

On January 5, 2018, an indirect, wholly owned subsidiary of the Company entered into a new $65 million mortgage loan collateralized by The Ritz-Carlton Pentagon City. The loan matures in January 2025 and bears an interest rate of LIBOR plus 210 basis points. A copy of the press release announcing these transactions is filed as Exhibit 99.1 to this report.

Item 1.01. Financial Statements and Exhibits

(d) Exhibits.

Amended and Restated Revolving Credit Agreement by and among XHR LP, a syndicate of bank lenders, JP Morgan Chase Bank, N.A., Wells Fargo Securities, LLC, and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and KeyBank National Association, as co-syndication agents, and Citibank, N.A. and U.S. Bank National Association, as documentation agents, dated as of January 11, 2018.

Amended and Restated Parent Guaranty by Xenia Hotels & Resorts, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, dated as of January 11, 2018.

Press release of Xenia Hotels & Resorts, Inc. dated January 12, 2018.

EXHIBIT INDEX

Exhibit No.

Description

Amended and Restated Revolving Credit Agreement by and among XHR LP, a syndicate of bank lenders, JP Morgan Chase Bank, N.A., Wells Fargo Securities, LLC, and KeyBanc Capital Markets Inc., as joint lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and KeyBank National Association, as co-syndication agents, and Citibank, N.A. and U.S. Bank National Association, as documentation agents, dated as of January 11, 2018.

Amended and Restated Parent Guaranty by Xenia Hotels & Resorts, Inc. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent, dated as of January 11, 2018.

Press release of Xenia Hotels & Resorts, Inc. dated January 12, 2018.


Xenia Hotels & Resorts, Inc. Exhibit
EX-10.1 2 exhibit101jpm_xhr-amendeda.htm EXHIBIT 10.1 Exhibit EXECUTION VERSIONAMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED AS OF JANUARY 11,…
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About Xenia Hotels & Resorts, Inc. (NYSE:XHR)

Xenia Hotels & Resorts, Inc. is a real estate investment trust. The Company invests primarily in premium full service, lifestyle and urban upscale hotels. The Company’s segment is investment in hotel properties. The Company conducts its operations through its operating partnership, XHR LP. The Company owns approximately 50 lodging properties, with a total of over 12,550 rooms. Its properties are located in various regions, such as South Atlantic, including Georgia, Florida, Maryland and Virginia; West South Central, including Louisiana and Texas; Pacific, including Oregon and Hawaii; Mountain, including Arizona, Colorado and Utah, and other, including Iowa, Kentucky, Missouri and Pennsylvania. Its hotels are operated under various brands, such as Marriott International, Inc.; Hilton Worldwide Inc.; The Kimpton Hotel & Restaurant Group Inc.; Hyatt Hotels Corporation; Starwood Hotels and Resorts Worldwide, Inc.; Aston Hotels & Resorts LLC; Fairmont Hotels & Resorts, and Loews Hotels.

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