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Subsequent Events
6 Months Ended
Jun. 30, 2019
Subsequent Events  
Subsequent Events

17. SUBSEQUENT EVENTS:

On July 2, 2019, Aurora Convention Center Hotel, LLC and Aurora Convention Center Hotel Lessee, LLC, subsidiaries of the entities comprising the Gaylord Rockies joint venture, entered into a Second Amended and Restated Loan Agreement (the “Gaylord Rockies Loan Agreement”) with Wells Fargo Bank, National Association, as administrative agent, which refinanced the Gaylord Rockies joint venture’s existing $500 million construction loan and $39 million mezzanine loan, which were scheduled to mature in December 2019. The Gaylord Rockies Loan Agreement consists of an $800.0 million secured term loan facility and also includes the option for an additional $80.0 million of borrowing capacity should the Gaylord Rockies joint venture decide to pursue a future expansion of Gaylord Rockies. The Gaylord Rockies Loan Agreement matures July 2, 2023 with three, one-year extension options, subject to certain requirements in the Gaylord Rockies Loan Agreement, and bears interest at LIBOR plus 2.50%. Simultaneous with closing, the Gaylord

Rockies joint venture entered into an interest rate swap to fix the LIBOR portion of the interest rate at 1.65% for the first three years of the loan. The Company has designated this interest rate swap as an effective cash flow hedge.

The proceeds from the Gaylord Rockies Loan Agreement were used by the Gaylord Rockies joint venture to repay the previously outstanding $500 million construction loan and $39 million mezzanine loan, and, after payment of expenses, the Gaylord Rockies joint venture distributed the excess proceeds to the owners of the Gaylord Rockies joint venture pro rata in proportion to their interests therein. The Company received a distribution of approximately $153 million, which was used to repay a portion of the outstanding indebtedness under the Company’s $700 million revolving credit facility.

The Gaylord Rockies Loan Agreement is secured by a deed of trust lien on the Gaylord Rockies real estate and related assets. The Company and an affiliate of RIDA each entered into limited repayment and carry guaranties that, in the aggregate, guarantee repayment of 10% of the principal debt, together with interest and operating expenses, which are to be released once the Gaylord Rockies joint venture achieves a certain debt service coverage threshold as defined in the Gaylord Rockies Loan Agreement. There is also a completion guarantee in the event the expansion is pursued.

As a result of the refinancing, the Gaylord Rockies joint venture expects to write off approximately $1.1 million of deferred financing costs, which will be recorded as interest expense in the condensed consolidated financial statements for the three and nine months ended September 30, 2019.

As prescribed in the September 13, 2018 Purchase Agreement by and among the Company and affiliates of RIDA and Ares, on July 31, 2019, the Company purchased an additional 0.9% interest in the Gaylord Rockies joint venture for a purchase price of $5.5 million, net of closing true-ups. Subsequent to this transaction, the Company now owns 62.1% of the Gaylord Rockies joint venture. The Company does not expect this purchase to have a material impact on the Company’s consolidated financial statements.