Debt consists of the following (in millions):


	As of December 31,
	2021		2020
Series D senior notes, with a rate of 3¾% due October 2023	$	—	$	399
Series E senior notes, with a rate of 4% due June 2025		498		497
Series F senior notes, with a rate of 4½% due February 2026		398		397
Series G senior notes, with a rate of 3⅞% due April 2024		398		398
Series H senior notes, with a rate of 3⅜% due December 2029		641		640
Series I senior notes, with a rate of 3½% due September 2030		735		734
Series J senior notes, with a rate of 2.9% due December 2031		439		—
Total senior notes		3,109		3,065
Credit facility revolver		676		1,474
Credit facility term loan due January 2024		498		498
Credit facility term loan due January 2025		499		499
Mortgage and other debt, with an average interest rate of 4.9% and 8.8% at December 31, 2021 and 2020, respectively, maturing through November 2027		109		5
Total debt	$	4,891	$	5,541

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, 2021 and 2020 was $3.2 billion and $3.1 billion, respectively. The senior notes balances as of December 31, 2021 and 2020 are net of unamortized discounts and deferred financing costs of approximately $41 million and $35 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, 2021, we are in compliance with all of these covenants.

On November 23, 2021, we issued $450 million of 2.9% Series J senior notes in an underwritten public offering for proceeds of $439 million, net of discounts, underwriting fees and expenses. The Series J senior notes are due in December 2031 and interest is payable semi-annually in arrears on June 15 and December 15, commencing June 15, 2022. The proceeds of this issuance were used to redeem our $400 million 3.75% Series D senior notes due 2023, including a prepayment premium of $22 million. 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. A portion of 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.

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

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. 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, on February 9, 2021, we entered into a second amendment to the credit facility (collectively, the “Amendments”). The Amendments suspended requirements to comply with all existing financial maintenance covenants under the credit facility for the period which began on July 1, 2020 and ended when we exited the covenant waiver period after reporting results for the third quarter of 2021. Following the exit, the phase-in period began, as discussed below.

The Amendments also provided for, among other things, the addition of a permanent LIBOR floor of 15 basis points and restrictions on stock repurchases or OP unit redemptions until certain covenant thresholds are met. The Amendments also included additional restrictions that no longer are applicable following our exit from the covenant waiver period as of the reporting date for the third quarter 2021, such as an increase in interest rates, minimum liquidity requirements and limitations on acquisitions, distributions and capital expenditures.

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.

We pay interest on revolver borrowings under the credit facility at floating rates equal to LIBOR (with a minimum floor of 15 basis points) plus a margin ranging from 77.5 to 145 basis points (depending on Host L.P.’s unsecured long-term debt rating). 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, 2021, we are able to borrow at a rate of LIBOR plus 110 basis points for an all-in rate of 1.25% and pay a facility fee of 25 basis points.

Interest on the term loans consists of floating rates equal to LIBOR (with a minimum floor of 15 basis points) plus a margin ranging from 85 to 165 basis points (depending on Host L.P.’s unsecured long-term debt rating). Based on Host L.P.’s long-term debt rating as of December 31, 2021, our applicable margin on LIBOR loans under both term loans is 125 basis points, for an all-in rate of 1.40%.

Net repayments under the credit facility were $800 million in 2021 and net draws were $1,483 million in 2020. As of December 31, 2021, we have $812 million of available capacity under the revolver portion of our credit facility. Subsequent to year end, we repaid the remaining $683 million outstanding under the revolver portion of our credit facility.

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 below, 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, 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.

During the phase-in period after exiting the covenant waiver period, instead of using the prior four calendar quarters’ results in the calculations of the required financial maintenance covenants, only results for the exit quarter and thereafter are used. In addition, for the first testing quarter after the covenant waiver period (i.e., the quarter ended September 30, 2021), the only financial covenant that was required to be satisfied was a minimum fixed charge coverage ratio of 1.0x as of the end of the quarter. For the fiscal quarters ending after the covenant waiver period (i.e., after September 30, 2021), the financial covenant requirements set forth in the credit facility before the Amendments apply, except that the maximum leverage ratio requirement will be amended to be (a) 8.50x as at the end of the first and second fiscal quarters ending after the covenant waiver period, (b) 8.0x as at the end of the third and fourth fiscal quarters ending after the covenant waiver period, (c) 7.50x as at the end of the fifth fiscal quarter ending after the covenant waiver period and (d) 7.25x at all times thereafter. At December 31, 2021, we are in compliance with the modified required financial covenants under the amendments.

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, 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.

Our mortgage debt is recourse solely to specific assets, except for environmental liabilities, fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2021, we have mortgage debt secured by one asset, with an interest rate of 4.67%, which mortgage debt matures in November 2027. The loan is amortizing, with principal and interest payable monthly. As of December 31, 2021, we are in compliance with the covenants under our mortgage debt obligation. We have not made any mortgage debt repayments in 2020 or 2021.

Aggregate debt maturities, including principal amortization, are as follows (in millions):


	As of December 31,
	2021
2022	$	2
2023		2
2024⁽¹⁾		1,590
2025		1,002
2026		402
Thereafter		1,942
		4,940
Deferred financing costs		(31	)
Unamortized discounts, net		(18	)
Total debt	$	4,891

___________

(1) In February 2022, we repaid the remaining $683 million outstanding on the credit facility revolver that was due in 2024.

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


	Year ended December 31,
	2021 ⁽²⁾			2020			2019
Interest expense	$	191		$	194		$	222
Amortization of debt premiums/discounts, net		(2	)		(2	)		(1	)
Amortization of deferred financing costs		(8	)		(6	)		(5	)
Non-cash losses on debt extinguishment		(1	)		(1	)		(6	)
Change in accrued interest		3			(2	)		9
Interest paid ⁽¹⁾	$	183		$	183		$	219

___________

(1)

Does not include capitalized interest of $4 million, $5 million and $4 million for 2021, 2020 and 2019, respectively.

(2)

Interest expense and interest paid includes cash prepayment premiums of approximately $22 million, $35 million and $50 million in 2021, 2020 and 2019, respectively.