Xenia Hotels & Resorts, Inc.XHR
Xenia Hotels & Resorts, Inc. Debt Disclosure
Debt
Debt as of December 31, 2025 and 2024 consisted of the following (dollar amounts in thousands):
| Rate Type | Rate(1) | Maturity Date | December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Mortgage Loans | |||||||||||||||||||||||||||||
| Grand Bohemian Hotel Orlando, Autograph Collection | Fixed | (2) | 4.53 | % | 3/1/2026 | 52,034 | 53,306 | ||||||||||||||||||||||
| Marriott San Francisco Airport Waterfront | Fixed | 4.63 | % | 5/1/2027 | 103,732 | 105,972 | |||||||||||||||||||||||
| Andaz Napa | Fixed | (3) | 5.72 | % | 1/19/2028 | 54,081 | 55,000 | ||||||||||||||||||||||
| Total Mortgage Loans | 4.89 | % | (4) | $ | 209,847 | $ | 214,278 | ||||||||||||||||||||||
Corporate Credit Facilities(5) | |||||||||||||||||||||||||||||
| 2024 Initial Term Loan | Variable | (6) | 5.50 | % | 11/3/2028 | 225,000 | 225,000 | ||||||||||||||||||||||
| 2024 Delayed Draw Term Loan | Variable | (6) | 5.50 | % | 11/3/2028 | 100,000 | — | ||||||||||||||||||||||
| Revolving Credit Facility | Variable | (7) | 5.50 | % | 11/3/2028 | — | 10,000 | ||||||||||||||||||||||
| Total Corporate Credit Facilities | $ | 325,000 | $ | 235,000 | |||||||||||||||||||||||||
2029 Senior Notes $500M | Fixed | 4.88 | % | 6/1/2029 | 500,000 | 500,000 | |||||||||||||||||||||||
2030 Senior Notes $400M | Fixed | 6.63 | % | 5/15/2030 | 400,000 | 400,000 | |||||||||||||||||||||||
Loan premiums, discounts and unamortized deferred financing costs, net(8) | (11,966) | (14,575) | |||||||||||||||||||||||||||
| Total Debt, net of loan premiums, discounts and unamortized deferred financing costs | 5.51 | % | (4) | $ | 1,422,881 | $ | 1,334,703 | ||||||||||||||||||||||
(1)The rates shown represent the annual interest rates as of December 31, 2025. The variable index for the corporate credit facilities is Term SOFR, subject to a 10 basis point credit spread adjustment and a zero basis point floor, as further described below under "Corporate Credit Facilities."
(2)This mortgage loan was repaid in full in February 2026.
(3)A variable interest loan for which the interest rate has been fixed with an interest rate swap to Term SOFR through January 1, 2027.
(4)Represents the weighted-average interest rate as of December 31, 2025.
(5)In November 2024, the Company upsized and extended its corporate credit facility. The amended and restated credit facility consists of a $500 million revolving line of credit, a new $225 million term loan and a $100 million delayed draw term loan which was funded in January 2025. The amended and restated credit facility matures in November 2028 and can be extended by up to two additional six-month periods. Pricing on the amended and restated credit facility remains the same.
(6)A variable interest loan for which the spread to Term SOFR varies based on the Company's leverage ratio, as further described below under "Corporate Credit Facilities."
(7)The spread to Term SOFR varies based on the Company’s leverage ratio, as further described below under “Corporate Credit Facilities.”
(8)Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization.
Mortgage Loans
Of the total outstanding debt at December 31, 2025, none of the mortgage loans were recourse to the Company and the mortgage loan agreements require contributions to be made to FF&E reserves.
In February 2026, the Company repaid in full with cash on hand the $51.8 million outstanding balance on the mortgage loan collateralized by Grand Bohemian Hotel Orlando, Autograph Collection.
Corporate Credit Facilities
In January 2023, the Operating Partnership entered into a senior unsecured credit facility pursuant to a Revolving Credit and Term Loan Agreement, dated as of January 10, 2023 (the "2023 Credit Agreement"), by and among the Operating Partnership, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and other parties thereto. In November 2024, XHR LP amended and restated the 2023 Credit Agreement to replace the credit facilities outstanding thereunder with a new $825 million senior unsecured credit facility comprised of a $500 million revolving line of credit (the “Revolving Credit Facility”), a $225 million term loan (the “2024 Initial Term Loan”), and a $100 million delayed draw term loan commitment (the loans to be extended thereunder, the “2024 Delayed Draw Term Loan” and, together with the 2024 Initial Term Loan, the "2024 Term Loans"), pursuant to an amended and restated revolving credit and term loan agreement with a syndicate of bank lenders, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto (the “Amended and Restated Credit Agreement”). A portion of the revolving loan commitments under the Amended and Restated Credit Agreement is available for the issuance of letters of credit in an amount not to exceed $25 million. The Amended and Restated Credit Agreement provides the Operating Partnership with the option to request an uncommitted increase in the revolving loan commitments and/or add an uncommitted term loan in an aggregate principal amount of $300 million. The Revolving Credit Facility matures in November 2028 and can be extended up to two additional six-month periods. The Revolving Credit Facility’s interest rate is based, at the Company's option, on a pricing grid with a range of (i) 145 to 275 basis points over the applicable term SOFR rate or (ii) 45 to 175 basis points over the applicable alternative base rate, in each case as determined by the Company’s leverage ratio. The proceeds of the 2024 Initial Term Loan were used to refinance the Operating Partnership’s previously outstanding term loans.
In January 2025, the Company drew the 2024 Delayed Draw Term Loan and used a portion of the borrowing to repay the then outstanding balance on the Revolving Credit Facility. In accordance with the Amended and Restated Credit Agreement, the remaining proceeds may be used by the Company to refinance other indebtedness and for general working capital purposes. The 2024 Term Loans mature in November 2028, can be extended up to two additional six-month periods, and bear interest rates consistent with the pricing grid on the Revolving Credit Facility.
In October 2025, the Operating Partnership entered into an Amendment No. 1 to the Amended and Restated Revolving Credit and Term Loan Agreement (the “First Amendment to Amended and Restated Credit Agreement”), pursuant to which interest payable pursuant to the Amended and Restated Credit Agreement was reduced by removing the 0.10% credit spread adjustment to the term SOFR therein.
As of December 31, 2025, there was no outstanding balance on the Revolving Credit Facility. During the years ended December 31, 2025, 2024 and 2023, the Company incurred unused commitment fees under the then-applicable revolving credit facility of approximately $1.5 million, $1.4 million and $1.4 million, respectively. During the years ended December 31, 2025 and 2024, the Company incurred minimal interest on the Revolving Credit Facility. During the year ended December 31, 2023, the Company did not incur interest expense on the then-applicable revolving line of credit.
Senior Notes
On May 27, 2021, the Operating Partnership entered into the indenture (the "2029 Notes Indenture") governing the $500 million of 4.875% Senior Notes due in 2029 (the "2029 Senior Notes"). On November 25, 2024, the Operating Partnership entered into the indenture (the "2030 Indenture" and together with the 2029 Notes Indenture, the "indentures") governing the $400 million of 6.625% Senior Notes due 2030 (the "2030 Senior Notes" and together with the 2029 Senior Notes, the "Senior Notes"). The net proceeds from the issuance of the 2030 Senior Notes, together with cash on hand, were used to redeem in full our outstanding $464.7 million aggregate principal of 6.375% Senior Notes due 2025 (the "2020 Senior Notes"). The indentures contain customary covenants that limit the Operating Partnership's ability and, in certain circumstances, the ability of its subsidiaries, to borrow money, create liens on assets, make distributions and pay dividends, redeem or repurchase stock, make certain types of investments, sell stock in certain subsidiaries, enter into agreements that restrict dividends or other payments from subsidiaries, enter into transactions with affiliates, issue guarantees of indebtedness, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the indentures.
Financial Covenants
Our mortgage loans, Amended and Restated Credit Agreement and Senior Notes contain a number of covenants that restrict our ability to incur debt in excess of calculated amounts, restrict our ability to make distributions under certain circumstances and generally require us to maintain certain financial ratios, including, but not limited to, debt service coverage ratios and loan-to-value tests. Failure of the Company to comply with its financial covenants could result from, among other things, changes in its results of operations, the incurrence of additional debt or changes in general economic conditions. If the Company violates the
financial covenants contained in any of its mortgage loans, the Amended and Restated Credit Agreement or Senior Notes described above, the Company may attempt to negotiate waivers or amend the terms of the applicable credit agreement with the lenders thereunder; however, the Company can make no assurance that it would be successful in any such negotiations or that, if successful in obtaining waivers or amendments, such amendments or waivers would be on terms attractive to the Company. If a default under the Amended and Restated Credit Agreement were to occur, the Company would potentially have to refinance the debt through additional debt financing, private or public offerings of debt securities or equity financings. If the Company is unable to refinance its debt on acceptable terms, including at maturity of the debt, it may be forced to dispose of hotel properties on disadvantageous terms, potentially resulting in losses that reduce cash flow from operating activities. If, at the time of any refinancing, prevailing interest rates or other factors result in higher interest rates upon refinancing, increases in interest expense would lower the Company’s cash flow and, consequently, cash available for distribution to its stockholders.
If the Company is unable to meet mortgage payment obligations, including the payment obligation upon maturity of the mortgage borrowing, the mortgage securing the specific property could be foreclosed upon or otherwise transferred to the mortgagee with a consequent loss of income and asset value to the Company. Further, a cash trap associated with a mortgage loan may limit the overall liquidity of the Company as cash from the hotel securing such mortgage would not be available for the Company to use.
As of December 31, 2025, the Company was in violation of a debt covenant on one mortgage loan. The Company has cured the violation by depositing a total of $5.5 million, inclusive of $2.7 million funded in 2024, in an interest-bearing escrow account held by the lender. As of December 31, 2025, the Company was in compliance with all other debt covenants, current on all loan payments and not otherwise in default under the Revolving Credit Facility, 2024 Term Loans, remaining mortgage loans or Senior Notes.
Debt Outstanding
Total debt outstanding as of December 31, 2025 and December 31, 2024 was $1,435 million and $1,339 million, respectively, and had a weighted-average interest rate of 5.51% and 5.54% per annum, respectively. The following table shows scheduled principal payments and debt maturities for the next five years and thereafter (in thousands):
| As of December 31, 2025 | Weighted-Average Interest Rate | |||||||||||||
| 2026 | $ | 55,381 | 4.56% | |||||||||||
| 2027 | 102,388 | 4.64% | ||||||||||||
| 2028 | 377,078 | 5.53% | ||||||||||||
| 2029 | 500,000 | 4.88% | ||||||||||||
| 2030 | 400,000 | 6.63% | ||||||||||||
| Thereafter | — | —% | ||||||||||||
| Total Debt | $ | 1,434,847 | 5.51% | |||||||||||
| Revolving Credit Facility (matures in 2028) | — | 5.50% | ||||||||||||
| Loan premiums, discounts and unamortized deferred financing costs, net | (11,966) | — | ||||||||||||
| Debt, net of loan premiums, discounts and unamortized deferred financing costs | $ | 1,422,881 | 5.51% | |||||||||||
During the year ended December 31, 2024, the Company capitalized $12.1 million of deferred financing costs and expensed $1.8 million of legal fees and other third-party costs in connection with the corporate credit facility amendment and the issuance of the 2030 Senior Notes. During the year ended December 31, 2023, the Company capitalized $5.6 million of deferred financing costs and expensed $1.7 million of legal fees.
During the year ended December 31, 2024, in connection with the refinancing of the prior revolving line of credit and the redemption of the 2020 Senior Notes, the Company wrote off unamortized deferred financing costs of $2.0 million. During the year ended December 31, 2023, the Company wrote off deferred financing costs of $1.2 million. These amounts are included in loss on extinguishment of debt in the consolidated statements of operations and comprehensive income for the periods then ended.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 25, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Mar 2, 2023 | |
| 2021 | Mar 1, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Mar 10, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.