XML 42 R14.htm IDEA: XBRL DOCUMENT v3.20.4
Debt
12 Months Ended
Dec. 31, 2020
Debt Disclosure [Abstract]  
Debt

5.

Debt

Debt consists of the following (in millions):

 

 

 

As of December 31,

 

 

 

2020

 

 

2019

 

Series C senior notes, with a rate of 4¾% due March 2023

 

$

 

 

$

447

 

Series D senior notes, with a rate of 3¾% due October 2023

 

 

399

 

 

 

398

 

Series E senior notes, with a rate of 4% due June 2025

 

 

497

 

 

 

497

 

Series F senior notes, with a rate of 4½% due February 2026

 

 

397

 

 

 

397

 

Series G senior notes, with a rate of 3⅞% due April 2024

 

 

398

 

 

 

397

 

Series H senior notes, with a rate of 3% due December 2029

 

 

640

 

 

 

640

 

Series I senior notes, with a rate of 3½% due September 2030

 

 

734

 

 

 

Total senior notes

 

 

3,065

 

 

 

2,776

 

Credit facility revolver(1)

 

 

1,474

 

 

 

(8

)

Credit facility term loan due January 2024

 

 

498

 

 

 

498

 

Credit facility term loan due January 2025

 

 

499

 

 

 

499

 

Other debt, with an average interest rate of 8.8% and 5.6% at December 31, 2020 and 2019, respectively, maturing through February 2024

 

 

5

 

 

 

29

 

Total debt

 

$

5,541

 

 

$

3,794

 

_________

(1)

There were no outstanding credit facility borrowings at December 31, 2019. Amount shown at December 31, 2019 represents deferred financing costs related to the credit facility revolver.

 

Senior Notes

General. Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all our unsubordinated indebtedness and senior to all our subordinated obligations. The face amount of our senior notes at December 31, 2020 and 2019 was $3.1 billion and $2.8 billion, respectively. The senior notes balances as of December 31, 2020 and 2019 are net of unamortized discounts and deferred financing costs of approximately $35 million and $24 million, respectively. We pay interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated in the table above.

Under the terms of the senior notes indenture, our ability to incur indebtedness is subject to restrictions and the satisfaction of various conditions. As of December 31, 2020, we are below the EBITDA-to-interest coverage ratio covenant requirement of our senior notes indenture necessary to incur additional debt, and therefore, we will not be able to incur additional debt until we are in compliance.

On August 20, 2020, we issued $600 million of 3.5% Series I senior notes and on September 3, 2020, we completed the issuance of an additional $150 million of Series I senior notes, for total proceeds of $733 million, net of discounts, underwriting fees and expenses. The Series I senior notes are due in September 2030 and interest is payable semi-annually in arrears on March 15 and September 15, commencing March 15, 2021. The proceeds of this issuance were used to repurchase via a tender offer of $364 million (approximately 81%) of the $450 million 4.75% Series C senior notes due 2023 for $390 million, including a prepayment premium of $26 million. Additionally, the remaining $86 million of Series C senior notes were redeemed in December 2020 for $94 million, including a premium of approximately $8 million. On September 26, 2019, we issued $650 million of 3.375% Series H senior notes due December 2029 for proceeds of approximately $640 million, net of discounts, underwriting fees and expenses. Interest is payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2019. The net proceeds were used, together with cash on hand, to redeem our $300 million 6% Series Z senior notes due 2021 and our $350 million 5.25% Series B senior notes due 2022, including a prepayment premium of $50 million.         

Authorization for Repurchase of Senior Notes. In July 2019, Host Inc.’s Board of Directors authorized repurchases of up to $1.0 billion of senior notes (other than in accordance with their terms). No repurchases occurred in 2020 under this program. Subsequent to year end, in February 2021, Host Inc.’s Board of Directors reauthorized this authority through February 2023.

Credit Facility. On August 1, 2019, we entered into the fifth amended and restated senior revolving credit and term loan facility, with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A and Wells Fargo Bank, N.A. as co-syndication agents, and certain other agents and lenders. The credit facility allows for revolving borrowings in an aggregate principal amount of up to $1.5 billion (which is substantially fully utilized). The revolver also includes a foreign currency subfacility for Canadian dollars,

Australian dollars, Euros, British pounds sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $500 million, subject to a lower amount in the case of Mexican peso borrowings. The credit facility also provides for a term loan facility of $1 billion (which is fully utilized), a subfacility of up to $100 million for swingline borrowings in currencies other than U.S. dollars and a subfacility of up to $100 million for issuances of letters of credit. Host L.P. also has the option to add in the future $500 million of commitments which may be used for additional revolving credit facility borrowings and/or term loans, subject to obtaining additional loan commitments (which we have not currently obtained) and the satisfaction of certain conditions. The revolving credit facility has an initial scheduled maturity date of January 11, 2024, which date may be extended by up to a year by the exercise of up to two six-month extension options, each of which is subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties. One $500 million term loan tranche has an initial maturity date of January 11, 2024, which date may be extended up to a year by the exercise of one 1-year extension option, which is subject to certain conditions, including the payment of an extension fee; and the second $500 million term loan tranche has a maturity date of January 9, 2025, which date may not be extended.

On June 26, 2020, we entered into an amendment to the credit facility, and subsequent to year end, on February 9, 2021, we entered into a second amendment to the credit facility (collectively, the “Amendments”). The Amendments suspend requirements to comply with all existing financial maintenance covenants under the credit facility for the period which began on July 1, 2020 and ends on the required financial statement reporting date for the second quarter of 2022 (such period, the “Covenant Relief Period”), followed by a phase-in period thereafter.

The Amendments also provide for, among other things: an increase of 40 basis points in the interest rate applicable to outstanding borrowings during the Covenant Relief Period; the addition of a permanent LIBOR floor of 15 basis points; the addition of a minimum liquidity covenant requiring a minimum liquidity level of $400 million at the end of each month through the end of the Covenant Relief Period; certain limitations on acquisitions, distributions, repurchases, redemptions and capital expenditures during the Covenant Relief Period; limitations on debt incurrence to only those permitted under our senior notes indenture during the Covenant Relief Period; and a requirement during the Covenant Relief Period to apply the net cash proceeds in excess of $350,000,000 in the aggregate from asset sales and debt issuances (but not equity issuances) as a mandatory prepayment of amounts outstanding under the credit facility, subject to various exceptions.

In connection with each Amendment, we paid a consent fee of 7.5 basis points on the amount of each consenting lender’s commitments under the revolver and term facilities.

The following is a discussion of the terms of the credit facility agreement, including the terms that are in effect outside of the Covenant Relief Period, except where noted otherwise.

Outside of the Covenant Relief Period, we pay interest on revolver borrowings under the credit facility at floating rates equal to LIBOR plus a margin ranging from 77.5 to 145 basis points (depending on Host L.P.’s unsecured long-term debt rating). The Amendments increased the applicable margin during the Covenant Relief Period by 40 basis points. We also pay a facility fee ranging from 12.5 to 30 basis points, depending on our rating and regardless of usage. Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2020, we are able to borrow at a rate of LIBOR plus 150 basis points for an all-in rate of 1.65% and pay a facility fee of 25 basis points.

Outside of the Covenant Relief Period, interest on the term loans consists of floating rates equal to LIBOR plus a margin ranging from 85 to 165 basis points (depending on Host L.P.’s unsecured long-term debt rating). The Amendments also increased the applicable margin during the Covenant Relief Period by 40 basis points. Based on Host L.P.’s long-term debt rating as of December 31, 2020, our applicable margin on LIBOR loans under both term loans is 165 basis points, for an all-in rate of 1.8%.

Net draws under the credit facility were $1,483 million in 2020 and net repayments were $56 million in 2019. As of December 31, 2020, we have $12 million of available capacity under the revolver portion of our credit facility. Due to the senior notes covenant noted above, however, we currently are restricted from incurring additional debt.

Financial Covenants. The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage (as defined in our credit facility). We are permitted to borrow and maintain amounts outstanding under the credit facility so long as our ratio of consolidated total debt to consolidated EBITDA (“leverage ratio”) is not in excess of 7.25x, our unsecured coverage ratio is not less than 1.75x and our fixed charge coverage ratio is not less than 1.25x. Except as set forth during the Covenant Relief Period and phase-in period thereafter, these calculations are performed based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as gains and losses on the

extinguishment of debt, deferred financing costs related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at issuance of a loan in order to establish the debt at fair value and non-cash interest expense, all of which are or have been included in interest expense on our consolidated statements of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance. Under the terms of the Amendment, these covenant requirements currently are not in effect.

Guarantees. The credit facility requires all Host L.P. subsidiaries which guarantee Host L.P. debt to similarly guarantee obligations under the credit facility. Currently, there are no such guarantees.

Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters. Certain covenants are less restrictive at any time that our leverage ratio is below 6.0x. At any time that our leverage ratio is below 6.0x, and outside of the Covenant Waiver Period, acquisitions, investments and dividends generally are permitted except where they would result in a breach of the financial covenants, calculated on a pro forma basis. Additionally, the credit facility’s restrictions on the incurrence of debt incorporate the same financial covenant as set forth in our senior notes indenture. Our senior notes and credit facility have cross default provisions that would trigger a default under those agreements if we were to have a payment default or an acceleration prior to maturity of other debt of Host L.P. or its subsidiaries. The amount of other debt in default needs to exceed certain thresholds in order to trigger a cross default and the thresholds are greater for secured debt than for unsecured debt. The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts due under the credit facility may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts owed under the credit facility will become due and payable and the lenders’ commitments will terminate.

Aggregate Debt Maturities

Aggregate debt maturities are as follows (in millions):

 

 

As of December 31, 2020

 

2021

 

$

 

2022

 

 

 

2023

 

 

400

 

2024

 

 

2,388

 

2025

 

 

1,000

 

Thereafter

 

 

1,800

 

 

 

 

5,588

 

Deferred financing costs

 

 

(30

)

Unamortized discounts, net

 

 

(17

)

 

 

$

5,541

 

 

Interest

The following is a reconciliation between interest expense and cash interest paid (in millions):

 

 

 

Year ended December 31,

 

 

 

2020 (2)

 

 

2019

 

 

2018

 

Interest expense

 

$

194

 

 

$

222

 

 

$

176

 

Amortization of debt premiums/discounts, net

 

 

(2

)

 

 

(1

)

 

 

(1

)

Amortization of deferred financing costs

 

 

(6

)

 

 

(5

)

 

 

(6

)

Non-cash losses on debt extinguishment

 

 

(1

)

 

 

(6

)

 

 

 

Change in accrued interest

 

 

(2

)

 

 

9

 

 

 

2

 

Interest paid (1)

 

$

183

 

 

$

219

 

 

$

171

 

___________

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Does not include capitalized interest of $5 million, $4 million and $3 million for 2020, 2019 and 2018, respectively.

(2)

Interest expense and interest paid includes cash prepayment premiums of approximately $35 million and $50 million in 2020 and 2019, respectively.