Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2021, RLJ Lodging Trust, L.P. (the "Operating Partnership"), the operating partnership of RLJ Lodging Trust (the "Company"), issued $500 million aggregate principal amount of 3.750% Senior Secured Notes due 2026 (the "Notes") under an indenture (the "Indenture"), dated as of June 17, 2021, among the Operating Partnership, the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (the "Trustee").

The Notes were sold in the United States only to accredited investors pursuant to an exemption from the Securities Act of 1933, as amended (the "Securities Act"), and subsequently resold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in accordance with Regulation S under the Securities Act.

The Company intends to use the net proceeds of the offering to partially repay outstanding near-term maturity indebtedness under the Company's credit facilities and the Company's outstanding secured mortgage indebtedness, as well as any costs and expenses related thereto, and for general corporate purposes.

The Notes will mature on July 1, 2026. Interest on the Notes will accrue at a rate of 3.750% per annum. Interest on the Notes will be payable semi-annually in cash in arrears on January 1 and July 1 of each year, commencing on January 1, 2022.

The Notes are fully and unconditionally guaranteed, jointly and severally, by the Company, the sole general and majority limited partner of the Operating Partnership, and certain of the Operating Partnership's subsidiaries that incur and guarantee any indebtedness under the Company's credit facilities, any additional first lien obligations or certain other bank indebtedness (each, a "Subsidiary Guarantor" and together with the Company, the "Guarantors"). The notes are secured, subject to certain permitted liens, by a first priority security interest in all of the equity interests owned by the Operating Partnership and certain of the Subsidiary Guarantors (each, a "Secured Guarantor") in certain of the other Subsidiary Guarantors (the "Collateral"), which Collateral also secures the obligations under the Company's credit facilities on a first priority basis. The Collateral securing the Notes will be released in full upon its release under the Company's credit facilities, after which the Notes will be unsecured, which is expected to occur prior to the maturity of the Notes if the Operating Partnership and the Company achieve compliance with certain financial covenant requirements.

The Operating Partnership may redeem the Notes, in whole or in part, at any time prior to July 1, 2023, at a redemption price equal to 100% of the accrued principal amount thereof plus unpaid interest, if any, to the redemption date plus a make-whole premium. The Operating Partnership may redeem the Notes, in whole or in part, at any time on or after July 1, 2023 at the redemption price of (i) 101.875% of the principal amount should such redemption occur before July 1, 2024, (ii) 100.938% of the principal amount should such redemption occur before July 1, 2025, and (iii) 100.000% of the principal amount should such redemption occur on or after July 1, 2025, in each case plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

In addition, at any time prior to July 1, 2023, the Operating Partnership may redeem up to 40% of the Notes with the net cash proceeds from certain equity offerings at a redemption price of 103.750% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date. However, the Operating Partnership may only make such redemptions if at least 60% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding after the occurrence of such redemption.

The Indenture contains customary covenants that will limit the Operating Partnership's ability and, in certain instances, the ability of certain of the Operating Partnership's subsidiaries, to incur additional indebtedness and use the Company's, the Operating Partnership's or its subsidiaries' assets to secure the Company's or the Operating Partnership's indebtedness, create certain liens, make certain restricted payments, enter into agreements that restrict dividends or other payments from certain of its subsidiaries to the Operating Partnership, issue guarantees, make certain sales or other dispositions of assets, engage in certain transactions with affiliates, and sell assets or merge with other companies. These limitations are subject to a number of important exceptions and qualifications set forth in the Indenture. In addition, the Indenture will require the Operating Partnership to maintain total unencumbered assets as of each fiscal quarter of at least 150% of total unsecured indebtedness, in each case calculated on a consolidated basis.

In the event of a change of control and certain credit rating downgrades of the Notes, the Operating Partnership must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date.

Events of default under the Indenture include, among others, the following with respect to the Notes: default for 30 days in the payment when due of interest on the Notes; default in payment when due of the principal of, or premium, if any, on the Notes; default for 30 days in the performance or breach of certain covenants in the Indenture, failure to comply any other covenant in the Indenture and related security documents for 60 days upon the receipt of notice from the trustee or holders of 25% in aggregate principal amount of the Notes of such series; acceleration or payment default of indebtedness of the Operating Partnership or a significant subsidiary thereof in excess of a specified amount that remains uncured for 30 days; final judgments against the Company, the Operating Partnership or a significant subsidiary in excess of a specified amount that remains unpaid for 60 days; the security documents related to the Notes ceasing to be effective with respect to Collateral in excess of a specified amount; and certain events of bankruptcy or insolvency with respect to the Company, the Operating Partnership or a significant subsidiary. In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company, the Operating Partnership or a significant subsidiary, all Notes then outstanding will become due and payable immediately without further action or notice. If any other event of default occurs with respect to the Notes, the trustee or holders of 25% in aggregate principal amount of the Notes may declare all such Notes to be due and payable immediately.

The description set forth above is qualified in its entirety by the full text of the Indenture filed herewith as Exhibit 4.1 to this Current Report on Form 8-K. The terms of the Indenture, including the form of the Notes attached hereto as Exhibit 4.2, are incorporated herein by reference. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Notes.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 with respect to the Indenture is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number    Description

  4.1       Indenture, dated as of June 17, 2021, among RLJ Lodging Trust, RLJ
          Lodging Trust, L.P., the subsidiary guarantors party thereto and U.S.
          Bank National Association, as trustee
  4.2       Form of Global Note representing the Notes (included in Exhibit 4.1)
          Cover Page Interactive Data File (embedded within the Inline XBRL
  104     document)

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