RLJ Lodging Trust (NYSE: RLJ) extends debt maturities and upsizes term loans
Rhea-AI Filing Summary
RLJ Lodging Trust has executed a broad refinancing that pushes all of its debt maturities out beyond 2028 and is expected to address its $500 million senior notes maturing in July 2026. The centerpiece is a Sixth Amended and Restated Credit Agreement that extends the $600 million revolving credit facility’s maturity from May 2027 to February 2030, with additional extension options, and adds a new $569 million unsecured delayed-draw term loan replacing a $225 million term loan.
The company now has $225 million outstanding under the new Tranche A-1 Term Loan and $500 million outstanding under an existing Tranche A-2 Term Loan, both unsecured and tied to SOFR- or base-rate-based pricing that varies with leverage. It also put in place a new $150 million unsecured delayed-draw term loan maturing in 2033 and refinanced two mortgage loans totaling about $155 million, extending their final maturity, including extensions, to April 2031. Management highlights that despite today’s higher rate environment, the new facilities were priced on attractive terms and are designed to ladder maturities and support redevelopment, acquisitions, capital spending, dividends and general corporate purposes.
Positive
- Refinanced all maturities through 2028 and pushed next debt maturity to 2029, significantly reducing near-term refinancing risk while preserving sizable unsecured revolver and term loan capacity tied to flexible delayed-draw structures.
- Structured new and amended loans on leverage- and rating-based SOFR margins and removed a 10 basis point SOFR credit spread adjustment, helping limit the increase in annual interest expense despite a higher-rate environment.
Negative
- None.
Insights
RLJ pushes all near-term debt maturities beyond 2028, adding flexible unsecured capacity.
RLJ Lodging Trust has overhauled its debt stack by extending its $600 million revolver, upsizing and recasting an unsecured term loan to roughly $569 million, and adding a new $150 million seven-year delayed-draw term loan. Together with refinanced mortgage loans of about
Pricing is based on SOFR or a base rate plus leverage- or rating-dependent margins, and the company removed the prior 10 basis point SOFR credit spread adjustment, modestly improving economics versus the old structure. The facilities also include options to increase the revolver to
The disclosed intent to use delayed-draw proceeds to repay
SECURITIES AND EXCHANGE COMMISSION
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On February 11, 2026 (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 Sixth 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 Fifth Amended and Restated Credit Agreement, dated as of September 24, 2024, 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 (i) an extension of the scheduled maturity date of the Operating Partnership’s $600 million revolving credit facility (the “Revolver”) from May 10, 2027 to February 11, 2030, which maturity date may be further extended 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 (ii) a new $569 million unsecured delayed draw term loan with a scheduled maturity date of February 11, 2031 (the “Tranche A-1 Term Loan”), which replaces the existing $225 million term loan with an initial maturity in 2026. The Amended Credit Agreement also documents the existing $500 million unsecured term loan originally incurred under the Prior Credit Agreement with an initial scheduled maturity date of September 24, 2027, 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 (the “Tranche A-2 Term Loan”). As of the Closing Date, the Company had no outstanding balance under the Revolver, $225 million outstanding under the Tranche A-1 Term Loan and $500 million outstanding under the Tranche A-2 Term Loan. The Company anticipates that the expanded commitments in respect of the Tranche A-1 Term Loan will be drawn to repay a portion of the Operating Partnership’s 3.750% senior notes due 2026 (the “2026 Senior Notes”) prior to maturity in July 2026.
The Amended Credit Agreement includes options for the Operating Partnership to (1) increase the aggregate revolving loan commitment to up to $750 million, (2) increase the aggregate Tranche A-1 Term Loan amount to up to $669 million, (3) increase the aggregate Tranche A-2 Term Loan amount to up to $600 million, and (4) incur one or more additional tranches of term loans in an aggregate amount of up to $475 million, in each case, subject to certain conditions, including obtaining commitments from one or more lenders to provide such increased amounts or additional tranches. The Amended Credit Agreement also permits the Operating Partnership to utilize up to $30 million of the available revolving loan commitment under the Revolver for the issuance of letters of credit.
Borrowings under the Amended Credit Agreement will, subject to certain exceptions, accrue interest at a per annum rate of (i) in the case of the Revolver, (a) SOFR plus a margin ranging from 140 to 195 basis points or (b) a base rate plus a margin ranging from 40 to 95 basis points, and (ii) in the case of each of the Tranche A-1 Term Loan and the Tranche A-2 Term Loan, (a) SOFR plus a margin ranging from 135 to 190 basis points or (b) a base rate plus a margin ranging from 35 to 90 basis points. In all cases, the actual margin is determined from time to time based on the total leverage ratio of the Company and its subsidiaries. The Amended Credit Agreement removes the 10 basis points credit spread adjustment that was previously applicable to all SOFR borrowings under the Prior Credit Agreement. An unused commitment fee (the “Unused Revolver Fee”) of 20 or 25 basis points per annum, depending on the amount of borrowings under the Revolver, accrues on unused portions of the Revolver.
In the event that the Company’s or the Operating Partnership’s long-term senior unsecured non-credit enhanced debt receives an investment grade credit rating (an “Investment Grade Rating”), at the election of the Operating Partnership (the “Investment Grade Pricing Election”), borrowings under the Amended Credit Agreement will, subject to certain exceptions, accrue interest at a per annum rate of (i) in the case of the Revolver, (a) SOFR plus a margin ranging from 70 basis points to 140 basis points, or (b) a base rate plus a margin ranging from 0 basis points to 40 basis points and (ii) in the case of each of the Tranche A-1 Term Loan and the Tranche A-2 Term Loan, (a) SOFR plus a margin ranging from 75 basis points to 160 basis points, or (b) a base rate plus a margin ranging from 0 basis points to 60 basis points. In all cases, the actual margin is determined from time to time according to the applicable credit rating then in effect. Following the Investment Grade Pricing Election and in lieu of the Unused Revolver Fee, a facility fee ranging from 10 basis points to 30 basis points, depending on the applicable credit rating in effect from time to time, accrues on the total commitment under the Revolver, regardless of usage.
Amounts owing under the Amended Credit Agreement are guaranteed by the Company and, subject to certain exceptions, each subsidiary of the Company that owns a property included in the pool of eligible unencumbered properties (the “Unencumbered Pool”) or directly or indirectly owns a subsidiary that owns a property included in the Unencumbered Pool (collectively, the “Subsidiary Guarantors”), pursuant to a Sixth Amended and Restated Guaranty (the “Amended Credit Agreement Guaranty”). Subject to certain conditions and exceptions, upon achieving an Investment Grade Rating, the Subsidiary Guarantors will be released from the Amended Credit Agreement Guaranty.
The proceeds of borrowings under the Amended Credit Agreement may be used by the Operating Partnership and the Company (a) for the payment of redevelopment and development costs incurred in connection with hotel properties owned by the Company and its subsidiaries, (b) to finance hotel acquisitions, (c) to finance capital expenditures, dividends and the repayment of debt of the Company and its subsidiaries, and (d) to provide for general working capital needs and for other general corporate purposes of the Company and its subsidiaries.
The Amended Credit Agreement requires, and the Operating Partnership’s ability to borrow under the Revolver will be subject to, ongoing compliance by the Company, the Operating Partnership and their subsidiaries with various affirmative and negative covenants, including with respect to liens, indebtedness, investments, dividends, mergers and asset sales. In addition, the Amended Credit Agreement requires that the Company satisfy certain financial covenants, including:
| · | ratio of total indebtedness (net of the amount of unrestricted cash and cash equivalents in excess of $10,000,000) to EBITDA (the “Leverage Ratio”) of not more than 7.25 to 1.0; |
| · | ratio of adjusted EBITDA to fixed charges of not less than 1.5 to 1.0; |
| · | ratio of secured indebtedness to total asset value of no more than 45%; |
| · | ratio of unsecured indebtedness (net of the amount of unrestricted cash and cash equivalents in excess of $10,000,000) to unencumbered asset value of not more than 60% (which may be increased to 65% for up to four quarters following a material acquisition on up to two occasions during the term of the Amended Credit Agreement); and |
| · | ratio of adjusted net operating income of the Unencumbered Pool to unsecured interest expense of not less than 2.0 to 1.0. |
In the event that the Leverage Ratio exceeds 6.5 to 1.0 as of the end of any applicable four-quarter fiscal period, the applicable interest rate on all borrowings under the Amended Credit Agreement will increase by 35 basis points for a six-month period.
The Amended Credit Agreement includes customary representations and warranties of the Company and the Operating Partnership, which must continue to be true and correct in all material respects as a condition to future draws under the Revolver and the Tranche A-1 Term Loan. The Amended Credit Agreement also includes customary events of default, in certain cases subject to customary periods to cure, following which the lenders may accelerate all amounts outstanding under the Amended Credit Agreement.
The foregoing summary of the Amended Credit Agreement and the Amended Credit Agreement Guaranty is qualified in its entirety by reference to the Amended Credit Agreement and the Amended Credit Agreement Guaranty, copies of which are attached as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference.
| 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.
| Item 8.01. | Other Events. |
On the Closing Date, the Company and the Operating Partnership entered into a Term Loan Agreement (the “2026 Term Loan Agreement”) with The Huntington National Bank (“Huntington”), as administrative agent, and the lenders party thereto. The 2026 Term Loan Agreement provides for a $150 million unsecured delayed draw term loan (the “$150M Term Loan”) with a scheduled maturity date of February 11, 2033, the proceeds of which are anticipated to be drawn to repay a portion of the 2026 Senior Notes prior to maturity in July 2026. The 2026 Term Loan Agreement contains representations and warranties, covenants and events of default substantially consistent with those contained in the Amended Credit Agreement. The $150M Term Loan is guaranteed by the Subsidiary Guarantors on substantially similar terms as those contained in the Amended Credit Agreement Guaranty.
On the Closing Date, the Company, the Operating Partnership and the Subsidiary Guarantors also entered into the Fourth 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 (as amended, 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 in respect of a $300 million unsecured term loan with a scheduled maturity date of April 3, 2028, which maturity date is subject to two 1-year extension options. The 2022 Term Loan Amendment provides 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, including the removal of the 10 basis points credit spread adjustment that was applicable to SOFR borrowings under the 2022 Term Loan Agreement.
In January 2026, the Company refinanced two mortgage loans with PNC Bank. These loans had an outstanding principal amount of $154.8 million and final maturities in April 2026. The amended and restated loans have an initial scheduled maturity of April 10, 2029, which maturity date is subject to two 1-year extension options. The amended and restated loans will bear interest at an amount of SOFR plus a margin of 200 basis points beginning in April 2026.
| Item 9.01. | Financial Statements and Exhibits |
(d) The following exhibits are filed as part of this report:
| Exhibit Number | Description | |
| 10.1* | Sixth Amended and Restated Credit Agreement, dated as of February 11, 2026, 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 | Sixth Amended and Restated Guaranty, dated as of February 11, 2026, by and among RLJ Lodging Trust, certain subsidiaries of RLJ Lodging Trust party thereto and Wells Fargo Bank National Association, as Administrative Agent. | |
| 99.1 | Press release dated February 18, 2026 | |
| 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
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: February 18, 2026 | By: | /s/ Leslie D. Hale |
| Leslie D. Hale | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Press Release
RLJ Lodging Trust Successfully Completes Refinancing Transactions
Extends Revolving Credit Facility and Increases Unsecured Term Loan Capacity
Bethesda, MD, February 18, 2026 – RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today announced the successful refinancing of all of its debt maturities through 2028, further laddering its debt maturity schedule and strengthening its balance sheet. The refinancing consists of four tranches including the extension of its revolver, the upsize and recast of one of its existing term loans, the addition of a new seven-year term loan, as well as the refinancing of its secured debt maturing in 2026. The Company intends to use the incremental proceeds raised to pay off its $500 million senior notes at maturity in July 2026. Following this refinancing, the Company’s next debt maturity is not until 2029.
“We are thrilled with the successful execution of these transactions, which further ladder our debt maturities and strengthen our balance sheet, as we continue to execute on our growth initiatives. While we refinanced our lowest cost debt in a higher interest rate environment, we obtained attractive interest rates, thereby limiting the change in our annual interest expense,” commented Leslie D. Hale, President and Chief Executive Officer. “Our ability to successfully execute these transactions at attractive rates is a testament to our strong, longstanding lender relationships for which we value and appreciate their continued support. We are also pleased to welcome M&T Bank and Fifth Third Bank to our bank group.”
The Company’s refinancing transactions consisted of the following:
| · | Extended the maturity of its $600 million revolver to 2031, including extensions | |
| · | Upsized an existing term loan to approximately $570 million with $225 million funded at close and the balance as a delayed-draw commitment, maturing in 2031 | |
| · | Entered into a new seven-year, $150 million delayed-draw term loan that matures in 2033 | |
| · | The Company’s revolver and term loans bear interest at a SOFR rate plus a margin dependent on a ratio of RLJ’s adjusted total indebtedness to consolidated EBITDA; and, | |
| · | Refinanced two mortgage loans, maturing in 2026, for approximately $155 million, extending the maturity to April 2031, inclusive of extensions |
The incremental proceeds from the delayed draw term loans will allow the Company to address the entire amount of its $500 million senior notes at maturity in July 2026.
Wells Fargo Securities, LLC, BofA Securities, Inc., Capital One, National Association, PNC Capital Markets LLC, and Truist Securities, Inc. served as Joint Bookrunners and Joint Lead Arrangers with respect to the Revolving Credit Facility and A-1 Term Facility. TD Bank, N.A., Regions Bank, M&T Bank, and Fifth Third Bank served as additional Joint Lead Arrangers and Documentation Agents, with Wells Fargo Bank, N.A. as Administrative Agent, and Bank of America, N.A., Capital One, National Association, PNC Bank, National Association, and Truist Bank as Co-Syndication Agents. Raymond James Bank also participated in the Revolving Credit Facility and A-1 Term Facility, with Barclays Bank PLC and The Huntington National Bank participating in the Revolving Credit Facility.
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The Huntington National Bank and Capital One, National Association, served as Joint Bookrunners and Joint Lead Arrangers of the Seven-Year Delayed Draw Term Loan. Fifth Third Bank served as Joint Lead Arranger and Documentation Agent with The Huntington National Bank as Administrative Agent and Capital One, National Association as Syndication Agent.
About Us
RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust that owns primarily premium-branded, high-margin, focused-service and compact full-service hotels.
Forward-Looking Statements
This information contains certain statements, other than purely historical information, including estimates, projections, statements relating to the Company’s business plans, objectives and expected operating results, and the assumptions upon which those statements are based, that are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “will continue,” “intend,” “should,” “may,” or similar expressions. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The Company cautions investors not to place undue reliance on these forward-looking statements and urges investors to carefully review the disclosures the Company makes concerning risks and uncertainties in the sections entitled “Risk Factors,” “Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report, as well as risks, uncertainties and other factors discussed in other documents filed by the Company with the Securities and Exchange Commission.
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Additional Contacts:
Leslie D. Hale, President and Chief Executive Officer – (301) 280-7777
Nikhil Bhalla, Chief Financial Officer – (301) 280-7777
For additional information or to receive press releases via email, please visit our website:
https://www.rljlodgingtrust.com
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FAQ
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Filing Exhibits & Attachments
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