Pebblebrook Hotel Trust filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
$PEB
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 1, 2024
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Item 1.01. Entry into a Material Definitive Agreement.
On November 1, 2024, Pebblebrook Hotel Trust (the “Company”), as parent guarantor, Pebblebrook Hotel, L.P. (the “Operating Partnership”), as borrower, and certain subsidiaries of the Operating Partnership, as guarantors, Bank of America, N.A. (“BofA”), as administrative agent and L/C issuer, and certain other lenders named therein, entered into the Third Amendment to Fifth Amended and Restated Credit Agreement (the “Credit Agreement Amendment”) to amend the Fifth Amended and Restated Credit Agreement, dated October 13, 2022, among the Company, the Operating Partnership, certain subsidiaries of the Operating Partnership, BofA, and certain other lenders named therein (as amended by the First Amendment to Fifth Amended and Restated Credit Agreement, dated January 3, 2024, and the Second Amendment to Fifth Amended and Restated Credit Agreement, dated September 18, 2024, the “Credit Agreement”).
As previously disclosed, on October 13, 2022, under the Credit Agreement, the Operating Partnership initially borrowed $1.38 billion in the form of three $460-million term loans. Each term loan under the Credit Agreement bears interest at a rate per annum equal to, at the option of the Company, (i) Daily Simple SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio or (ii) Term SOFR plus the SOFR Adjustment plus a margin that is based upon the Company’s leverage ratio. The margins for term loans range in amount from 1.40% to 2.45% for SOFR-based loans, depending on the Company’s leverage ratio.
Following previously disclosed prepayments of two of the term loans and a maturity date extension of one of the term loans, the Operating Partnership had three terms loans outstanding under the Credit Agreement as of October 31, 2024: $200.0 million maturing on October 13, 2025 (the “2025 Term Loan”), $460.0 million maturing on October 13, 2027 and $356.7 million maturing on January 20, 2028.
The Credit Agreement Amendment (i) extended the maturity date of $185.2 million of the 2025 Term Loan until January 19, 2029; (ii) extended the initial maturity date of $602.0 million of the senior unsecured revolving credit facility governed by the Credit Agreement (the “Revolver”) from October 13, 2026 to October 13, 2028; and (iii) made various conforming and administrative changes to the Credit Agreement. The non-extended portion of the 2025 Term Loan in the amount of $14.8 million matures on October 13, 2025.
The Credit Agreement still provides for two six-month extension options for the Revolver, such that the Revolver’s maturity date may be extended to October 13, 2029, subject to certain terms and conditions and the payment of an extension fee.
The foregoing description of the Credit Agreement Amendment is not complete and is qualified in its entirety by reference to the copy of such amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an 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 Credit Agreement, the Credit Agreement Amendment and related transactions made thereunder is hereby incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
The Company issued a press release on November 1, 2024, announcing, among other things, the maturity date extensions set forth under Item 1.01 of this Current Report on Form 8-K.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| Third Amendment to Fifth Amended and Restated Credit Agreement, dated as of November 1, 2024, 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 L/C issuer, and the other lenders party thereto. | ||||||||
| Press release, issued November 1, 2024, announcing debt maturity extensions. | ||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PEBBLEBROOK HOTEL TRUST | |||||||||||
| November 4, 2024 | By: | /s/ Raymond D. Martz | |||||||||
| Name: | Raymond D. Martz | ||||||||||
| Title: | Co-President, Chief Financial Officer, Treasurer and Secretary | ||||||||||