v3.26.3
Debt
 9 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
Debt Debt
The Company's debt consisted of the following as of September 30, 2026 and December 31, 2025 (dollars in thousands):
Balance Outstanding as of
Interest Rate at September 30, 2026
Maturity DateSeptember 30, 2026December 31, 2025
Unsecured revolving credit facilities
Senior unsecured credit facility—
(1)(2)
October 2028$— $— 
PHL unsecured credit facility—
(1)
October 2028— — 
Unsecured revolving credit facilities$— $— 
Unsecured term loans
Term Loan 2027—
(3)
October 2027— 360,000 
Term Loan 20285.06%
(1)
January 2028356,652 356,652 
Term Loan 20294.83%
(1)
January 2029185,217 185,217 
Term Loan 20315.14%
(1)(3)
February 2031360,000 — 
Unsecured term loans principal$901,869 $901,869 
Convertible senior notes
Convertible Notes 20261.75%
(5)
December 2026350,000 350,000 
Convertible Notes 20301.63%January 2030400,000 400,000 
Convertible senior notes principal$750,000 $750,000 
Unsecured senior notes principal6.38%October 2029$400,000 $400,000 
Mortgage loans
Margaritaville Hollywood Beach Resort—
(4)
September 2026— 40,000 
Estancia La Jolla Hotel & Spa5.07%September 202851,479 53,395 
Mortgage loans principal$51,479 $93,395 
Total debt principal$2,103,348 $2,145,264 
Unamortized debt premium and deferred financing costs, net(21,579)(21,172)
Debt, net$2,081,769 $2,124,092 
______________________
(1)    Borrowings bear interest at floating rates. Interest rate at September 30, 2026 gives effect to interest rate hedges.
(2)    The Company has the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee.
(3)    In February 2026, the Company extended the maturity date of Term Loan 2027 to February 2031 (the extended loan is referred to as Term Loan 2031).
(4)    In February 2026, the Company paid down the remaining loan balance.
(5)    The Company intends to repay the Convertible Notes 2026 at maturity with cash on hand and borrowings under the delayed draw option of Term Loan 2031.
Unsecured Credit Agreement
On October 13, 2022, the Company entered into the Fifth Amended and Restated Credit Agreement with Bank of America, N.A., as administrative agent and certain other agents and lenders ("Credit Agreement"). The Credit Agreement provides for a $650.0 million senior unsecured revolving credit facility and three unsecured term loan facilities. The Company may request additional lender commitments to increase the aggregate borrowing capacity under the Credit Agreement up to an additional $970.0 million.
On February 11, 2026, the Company amended its Credit Agreement to extend the $360.0 million Term Loan 2027 to mature in February 2031 and to provide for a delayed draw option for the Company to borrow an additional $90.0 million by December 15, 2026 (the extended loan is referred to as Term Loan 2031). The Credit Agreement was also amended to remove the SOFR adjustment from its senior unsecured revolving credit facility and all unsecured term loan facilities. Concurrently, the maturity date of the $48.0 million unextended portion of the senior unsecured revolving credit facility was extended to October 13, 2028.
Unsecured Revolving Credit Facilities
The $650.0 million senior unsecured revolving credit facility provided for in the Credit Agreement matures in October 2028 and provides the Company the option to extend the maturity date for up to two six-month periods, subject to certain terms and conditions and payment of an extension fee. All borrowings under this senior unsecured revolving credit facility bear interest at a rate per annum equal to, at the option of the Company, (i) the Secured Overnight Financing Rate ("SOFR") plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The margins for revolving credit facility loans range in amount from 1.45% to 2.50% for SOFR-based loans and 0.45% to 1.50% for Base Rate-based loans, depending on the Company's leverage ratio. As of September 30, 2026, the Company had no outstanding borrowings, $8.8 million of outstanding letters of credit and a borrowing capacity of $641.2 million remaining on the senior unsecured revolving credit facility. The Company is required to pay an unused commitment fee at an annual rate of 0.20% or 0.30% of the unused portion of the senior unsecured revolving credit facility, depending on the amount of borrowings outstanding. The credit agreement contains certain financial covenants, including a maximum leverage ratio, a minimum fixed charge coverage ratio and a maximum percentage of secured debt to total asset value. 
Under the terms of the Credit Agreement, one or more standby letters of credit, up to a maximum aggregate outstanding balance of $30.0 million, may be issued on behalf of the Company by the lenders under the senior unsecured revolving facility. The Company pays a fee for outstanding standby letters of credit at a rate per annum equal to the applicable margin based upon the Company's leverage ratio. Any outstanding standby letters of credit reduce the available borrowings on the senior unsecured revolving credit facility by a corresponding amount. Standby letters of credit of $8.8 million and $7.9 million were outstanding as of September 30, 2026 and December 31, 2025, respectively.
As of September 30, 2026, the Company also has a $20.0 million unsecured revolving credit facility (the "PHL Credit Facility") to be used for PHL's working capital and general corporate purposes. On November 27, 2024, PHL amended the agreement governing the PHL Credit Facility to extend the maturity to October 2028. The PHL Credit Facility has substantially similar terms as the Company's senior unsecured revolving credit facility. Borrowings on the PHL Credit Facility bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The PHL Credit Facility is subject to debt covenants substantially similar to the covenants under the Credit Agreement, which governs the Company's senior unsecured revolving credit facility. As of September 30, 2026, the Company had no borrowings under the PHL Credit Facility and had $20.0 million borrowing capacity remaining available under the PHL Credit Facility.
As of September 30, 2026, the Company was in compliance with all debt covenants of the credit agreements that govern the unsecured revolving credit facilities.
Unsecured Term Loan Facilities
The term loan facilities provided for in the Credit Agreement bear interest at a rate per annum equal to, at the option of the Company, (i) SOFR plus a margin that is based upon the Company's leverage ratio or (ii) the Base Rate (as defined by the Credit Agreement) plus a margin that is based on the Company's leverage ratio. The margins for term loans range in amount from 1.40% to 2.45% for SOFR-based loans and 0.40% to 1.45% for Base Rate-based loans, depending on the Company's leverage ratio. The term loans are subject to the debt covenants in the Credit Agreement. As of September 30, 2026, the Company was in compliance with all debt covenants of its term loans.
The Company entered into interest rate swap agreements to fix the SOFR rate on a portion of these unsecured term loan facilities. See Derivative and Hedging Activities for further discussion on the interest rate swaps.
Convertible Senior Notes due 2026
The Company has $350.0 million aggregate principal amount of 1.75% Convertible Senior Notes due December 2026 (the "Convertible Notes 2026") outstanding. The Convertible Notes 2026 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.75% per annum, payable semi-annually in arrears on June 15th and December 15th of each year. As of September 30, 2026 and December 31, 2025, the Convertible Notes 2026 had $0.1 million and $0.4 million, respectively, of unamortized issuance costs outstanding.
Holders may convert any of their Convertible Notes 2026 into the Company's common shares of beneficial interest ("common shares") at the applicable conversion rate at any time at their election until two days prior to the maturity date. The initial conversion rate is 39.2549 common shares per $1,000 principal amount of Convertible Notes 2026, which represents an initial conversion price of approximately $25.47 per share. The conversion rate is subject to adjustment in certain circumstances. Upon conversion of the Convertible Notes 2026, the Company may choose to pay or deliver cash, common shares or a combination of cash and shares.
The Company may redeem for cash all or a portion of the Convertible Notes 2026, at its option, upon certain circumstances. The redemption price will be equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2026 may be increased.
Convertible Senior Notes due 2030
The Company has $400.0 million aggregate principal amount of 1.625% Convertible Senior Notes due January 2030 (the "Convertible Notes 2030") outstanding. The Convertible Notes 2030 are governed by an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, and bear interest at a rate of 1.625% per annum, payable semi-annually in arrears on January 15th and July 15th of each year. As of September 30, 2026 and December 31, 2025, the Convertible Notes 2030 had $8.0 million and $9.8 million, respectively, of unamortized issuance costs outstanding.
Prior to July 15, 2029, the Convertible Notes 2030 are convertible upon certain circumstances. On and after July 15, 2029, holders may convert any of their Convertible Notes 2030 into the Company's common shares at the applicable conversion rate at any time at their election until two days prior to the maturity date. The initial conversion rate is 62.9129 common shares per $1,000 principal amount of Convertible Notes 2030, which represents an initial conversion price of approximately $15.89 per share. The conversion rate is subject to adjustment in certain circumstances. Upon conversion of the Convertible Notes 2030, the Company will settle the conversion by paying cash up to the aggregate principal amount of the Convertible Notes 2030 to be converted and cash, common shares or a combination of cash and common shares, at the Company's election, with respect to the remainder, if any, of the conversion obligation in excess of the aggregate principal amount. As of September 30, 2026, the Convertible Notes 2030 were not convertible.
Prior to July 20, 2028, the Company may not redeem the Convertible Notes 2030. Holders of the Convertible Notes 2030 may convert their notes at their option at any time prior to the close of business on the business day immediately preceding July 15, 2029 only under the following circumstances: (i) during any fiscal quarter (and only during such fiscal quarter), if the last reported sales price of the Company's common shares for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter, is greater than or equal to 130% of the conversion price in effect on each trading day; (ii) during the five business day period after any five consecutive trading day period (the "Convertible Notes 2030 measurement period") in which the trading price per $1,000 principal amount of notes for each trading day of the Convertible Notes 2030 measurement period was less than 98% of the product of the last reported sales price of the Company's common shares and the conversion rate on each such trading day; (iii) if the Company calls such notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding July 15, 2029; or (iv) upon the occurrence of specified corporate events. On or after July 15, 2029, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. The redemption price will be equal to 100% of the principal amount of the convertible notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If certain make-whole fundamental changes occur, the conversion rate for the Convertible Notes 2030 may be increased.
Capped Call Transactions in Connection with the Convertible Senior Notes
In connection with the issuances of the Convertible Notes 2026 and the Convertible Notes 2030, the Company entered into privately negotiated capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to holders of common shares upon conversion of the applicable convertible notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted applicable convertible notes upon conversion thereof, with such reduction and/or offset subject to a cap. The upper strike price of the capped call transactions is $33.0225 per share for the Convertible Notes 2026 and $20.23 per share for the Convertible Notes 2030. Premiums paid for the capped call transactions were included as a net reduction to additional paid-in capital in the Company's accompanying consolidated balance sheets. The Company is exposed to credit risk in the event of non-performance by the counterparties to the capped call agreements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
Unsecured Senior Notes
On October 3, 2024, the Company issued $400.0 million aggregate principal amount of its 6.375% senior notes due October 15, 2029 (the "Senior Notes 2029"). The indenture governing the Senior Notes 2029 contains covenants that are customary for similar securities and require the Company to maintain total unencumbered assets as of the end of each fiscal quarter of not less than 150% of total unsecured indebtedness calculated on a consolidated basis. As of September 30, 2026, the Company was in compliance with all such covenants.
Mortgage Loans
On December 1, 2021, the Company assumed a $61.7 million loan secured by a first-lien mortgage on the leasehold interest of Estancia La Jolla Hotel & Spa ("Estancia"). The loan requires both principal and interest monthly payments based on a fixed interest rate of 5.07%. The loan matures on September 1, 2028.
On September 7, 2023, the Company entered into a $140.0 million loan secured by a first-lien mortgage on the leasehold interest of Margaritaville Hollywood Beach Resort. In February 2026, the Company paid down the remaining $40.0 million of the loan.
The Company's mortgage loan associated with Estancia is non-recourse to the Company except for customary carve-outs to the general non-recourse liability. The loan contains customary provisions regarding events of default, as well as customary cash management, cash trap and lockbox provisions. Cash trap provisions are triggered if the hotel's performance is below a certain threshold. Once triggered, all of the cash flow generated by the hotel is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of the lender. The property is not in a cash trap, and no event of default has occurred under the loan documents.
Interest Expense
The components of the Company's interest expense consisted of the following for the three and nine months ended September 30, 2026 and 2025 (in thousands):
For the three months ended
September 30,		For the nine months ended
September 30,
2026202520262025
Unsecured revolving credit facilities$565 $508 $1,650 $1,507 
Unsecured term loans11,601 11,010 34,265 32,937 
Convertible senior notes3,156 3,282 9,469 9,845 
Unsecured senior notes
6,375 6,404 19,125 19,001 
Mortgage loans672 3,219 2,336 9,573 
Amortization of debt (premium) and deferred financing costs, and (gain) loss on debt extinguishment2,602 (5,204)8,363 (1,383)
Other978 961 3,111 3,115 
Total interest expense$25,949 $20,180 $78,319 $74,595 
Fair Value
The Company estimates the fair value of its fixed rate mortgage loan and unsecured senior notes by discounting the future cash flows of each instrument at estimated market rates, taking into consideration general market conditions and maturity of the debt with similar credit terms, and is classified within Level 2 of the fair value hierarchy. The Company estimates the fair value of its fixed rate convertible senior notes using public market prices and is classified within Level 1 of the fair value hierarchy. The estimated fair value of the Company's fixed rate debt (unsecured senior notes, convertible senior notes and the Estancia mortgage loan) as of September 30, 2026 and December 31, 2025 was $1.3 billion and $1.2 billion, respectively. The fair value of the Company's variable rate debt approximates its carrying value.
Future Minimum Principal Payments
As of September 30, 2026, the future minimum principal payments for the Company's debt are as follows (in thousands):
2026$350,586 
20272,439 
2028405,106 
2029585,217 
2030400,000 
Thereafter360,000 
Total debt principal payments$2,103,348 
Unamortized debt premium and deferred financing costs, net(21,579)
Debt, net$2,081,769 
Derivative and Hedging Activities
The Company enters into interest rate swap agreements to hedge against interest rate fluctuations. All of the Company's interest rate swaps are designated as cash flow hedges. All unrealized gains and losses on these hedging instruments are reported in accumulated other comprehensive income (loss) and are subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The Company's interest rate swaps at September 30, 2026 and December 31, 2025 consisted of the following, by maturity date (dollars in thousands):
Aggregate Notional Value as of
Hedge TypeInterest Rate Range (SOFR)MaturitySeptember 30, 2026December 31, 2025
Swap-cash flow
3.02% - 3.03%
October 2026$200,000 $200,000 
Swap-cash flow
3.29%
October 2027165,000 165,000 
Swap-cash flow
3.34%
November 2027200,000 200,000 
Swap-cash flow
3.28% - 3.29%
March 2028200,000 — 
Swap-cash flow
3.54% - 3.55%
May 2028100,000 100,000 
Total$865,000 $665,000 
The Company records all derivative instruments at fair value in the accompanying consolidated balance sheets. Fair values of interest rate swaps are determined using the standard market methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Variable interest rates used in the calculation of projected receipts and payments on the swaps are based on an expectation of future interest rates derived from observable market interest rate curves (Overnight Index Swap curves) and volatilities (Level 2 inputs). Derivatives expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company incorporates these counterparty credit risks in its fair value measurements. The Company believes it minimizes the credit risk by transacting with major creditworthy financial institutions.
As of September 30, 2026 and December 31, 2025, the Company's interest rate swap assets had an aggregate fair value of $9.3 million and $0.7 million, respectively. As of September 30, 2026 and December 31, 2025, the Company's interest rate swap liabilities had an aggregate fair value of zero and $0.9 million, respectively. Interest rate swap assets are included in prepaid expenses and other assets and interest rate swap liabilities are included in accounts payable, accrued expenses and other liabilities in the accompanying consolidated balance sheets. The Company expects to reclassify approximately $7.1 million from accumulated other comprehensive income (loss) to interest expense within the next 12 months.