RLJ Lodging Trust Enters Material Definitive Agreement

TL;DR

RLJ Lodging Trust just signed a big deal, creating a new financial obligation.

AI Summary

RLJ Lodging Trust entered into a Material Definitive Agreement on September 24, 2024, related to a direct financial obligation. The filing details the creation of this obligation under an off-balance sheet arrangement. Further information regarding the specific terms and financial implications of this agreement is provided within the filing.

Why It Matters

This filing indicates a significant new financial commitment or obligation for RLJ Lodging Trust, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and creating financial obligations can introduce new risks related to debt, performance, and market conditions.

Key Players & Entities

• RLJ Lodging Trust (company) — Registrant
• September 24, 2024 (date) — Date of earliest event reported
• 7373 Wisconsin Avenue Suite 1500 Bethesda , MD 20814 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — hares of beneficial interest, par value $0.01 per share RLJ New York Stock Exchange
• $500 million — ded Credit Agreement provides for a new $500 million unsecured term loan with a scheduled ma
• $400 million — l amounts outstanding under an existing $400 million unsecured term loan that was scheduled
• $100 million — duled to mature on May 18, 2025 and (2) $100 million of outstanding borrowings under the Ope
• $600 million — wings under the Operating Partnership's $600 million unsecured revolving credit facility (th
• $225 million — nded Credit Agreement, and the existing $225 million unsecured term loan originally incurred
• $750 m — gate revolving loan commitment to up to $750 million, (2) increase the aggregate Tranc
• $325 m — e Tranche A-1 Term Loan amount to up to $325 million, (3) increase the aggregate Tranc
• $600 m — e Tranche A-2 Term Loan amount to up to $600 million, and (4) incur one or more additi
• $475 m — m loans in an aggregate amount of up to $475 million, in each case, subject to certain
• $30 million — Operating Partnership to utilize up to $30 million of the available revolving loan commitm
• $25,000,000 — cash and cash equivalents in excess of $25,000,000) to EBITDA (the "Leverage Ratio") of no

Filing Documents

• tm2425164d1_8k.htm (8-K) — 41KB
• tm2425164d1_ex10-1.htm (EX-10.1) — 1114KB
• tm2425164d1_ex10-2.htm (EX-10.2) — 165KB
• tm2425164d1_ex10-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-24-104313.txt ( ) — 1773KB
• rlj-20240924.xsd (EX-101.SCH) — 3KB
• rlj-20240924_lab.xml (EX-101.LAB) — 33KB
• rlj-20240924_pre.xml (EX-101.PRE) — 22KB
• tm2425164d1_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On September 24, 2024 (the "Closing Date"), RLJ Lodging Trust (the "Company"), as parent guarantor, and RLJ Lodging Trust, L.P., the Company's operating partnership (the "Operating Partnership"), as borrower, entered into a Fifth Amended and Restated Credit Agreement (the "Amended Credit Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent, and the other lenders party thereto. The Amended Credit Agreement amends and restates in its entirety the Fourth Amended and Restated Credit Agreement, dated as of May 10, 2023, among the Company, the Operating Partnership, Wells Fargo, as administrative agent and a lender, and the other lenders party thereto (the "Prior Credit Agreement"). The Amended Credit Agreement provides for a new $500 million unsecured term loan with a scheduled maturity date of September 24, 2027 (the "Tranche A-2 Term Loan"), which maturity date may be extended by the Operating Partnership pursuant to up to two 1-year extension options subject to the satisfaction of certain customary conditions set forth in the Amended Credit Agreement. In connection with the incurrence of the Tranche A-2 Term Loan, the Operating Partnership repaid (1) all amounts outstanding under an existing $400 million unsecured term loan that was scheduled to mature on May 18, 2025 and (2) $100 million of outstanding borrowings under the Operating Partnership's $600 million unsecured revolving credit facility (the "Revolver"). The Amended Credit Agreement also documents the Revolver, which has a scheduled maturity date of May 10, 2027 that may be extended by the Operating Partnership pursuant to either a one 1-year extension option or up to two 6-month extension options, subject to the satisfaction of certain customary conditions set forth in the Amended Credit Agreement, and the existing $225 million unsecured term loan originally incurred under the Prior Credit Agreement with an

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under "Item 1.01. Entry into a Material Definitive Agreement" is incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On the Closing Date, the Company, the Operating Partnership and the Subsidiary Guarantors also entered into the Second Amendment to Amended and Restated Term Loan Agreement (the "2022 Term Loan Amendment") with Capital One, N.A. ("Capital One"), as administrative agent, and the lenders party thereto. The 2022 Term Loan Amendment amends the Amended and Restated Term Loan Agreement, dated as of November 2, 2022 (the "2022 Term Loan Agreement"), among the Company, as parent guarantor, the Operating Partnership, as borrower, Capital One, as administrative agent, and the lenders from time to time party thereto. The 2022 Term Loan Amendment provides, among other things, for certain conforming amendments to the covenants and other provisions contained in the 2022 Term Loan Agreement consistent with the terms and provisions of the Amended Credit Agreement.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) The following exhibits are filed as part of this report: Exhibit Number Description 10.1* Fifth Amended and Restated Credit Agreement, dated as of September 24, 2024, by and among RLJ Lodging Trust, L.P., RLJ Lodging Trust, Wells Fargo Bank National Association, as Administrative Agent and a lender, and the other agents and lenders party thereto. 10.2 Fifth Amended and Restated Guaranty, dated as of September 24, 2024, by and among RLJ Lodging Trust, certain subsidiaries of RLJ Lodging Trust party thereto and Wells Fargo Bank National Association, as Administrative Agent. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * RLJ Lodging Trust has omitted certain schedules and exhibits pursuant to Item 601(a) of Regulation S-K and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits upon request by the SEC.

SIGNATURES

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. RLJ LODGING TRUST Date: September 30, 2024 By: /s/ Leslie D. Hale Leslie D. Hale President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR