FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Other Events
Item 8.01. Other Events.
On June 23, 2017, FelCor Lodging Trust Incorporated (FelCor) and
RLJ Lodging Trust (RLJ) issued a joint press release announcing
that each company has established a record date of July 6, 2017
and a meeting date of August 7, 2017 for the special meetings of
FelCor common stockholders (the FelCor Special Meeting) and RLJ
shareholders. At the FelCor Special Meeting, FelCors stockholders
will be asked to vote on a proposal to approve the previously
announced proposed merger of FelCor and RLJ to the Agreement and
Plan of Merger (the Merger Agreement), dated as of April 23,
2017, by and among RLJ, FelCor and the other entities party
thereto.
Item 9.01. Financial Statements and
Exhibits.
(d)Exhibits.
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Exhibit Number |
|
Description |
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99.1 |
Press release, dated June23, 2017. |
Forward Looking Statements
The information presented herein may contain forward looking
statements. These forward looking statements, which are based on
current expectations, estimates and projections about the
industry and markets in which RLJ and FelCor operate and beliefs
of and assumptions made by RLJ management and FelCor management,
involve uncertainties that could significantly affect the
financial results of RLJ or FelCor or the combined company. Words
such as projects, will, could, continue, expects, anticipates,
intends, plans, believes, seeks, estimates, forecast, guidance,
outlook, may, and might and variations of such words and similar
expressions are intended to identify such forward looking
statements, which generally are not historical in nature. Such
forward-looking statements may include, but are not limited to,
statements about the anticipated benefits of the proposed merger
between FelCor and RLJ, including future financial and operating
results, the attractiveness of the value to be received by FelCor
stockholders, the attractiveness of the value to be received by
RLJ, the combined companys plans, objectives, expectations and
intentions, the timing of future events, anticipated
administrative and operating synergies, the anticipated impact of
the merger on net debt ratios, cost of capital, future dividend
payment rates, forecasts of FFO accretion, projected capital
improvements, expected sources of financing, and descriptions
relating to these expectations. All statements that address
operating performance, events or developments that we expect or
anticipate will occur in the future including statements relating
to expected synergies, improved liquidity and balance sheet
strength are forward looking statements. These statements are not
guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict.
Although we believe the expectations reflected in any
forward-looking statements are based on reasonable assumptions,
we can give no assurance that our expectations will be attained
and therefore, actual outcomes and results may differ materially
from what is expressed or forecasted in such forward looking
statements. Some of the factors that may affect outcomes and
results include, but are not limited to: (i) national, regional
and local economic climates, (ii) changes in the real estate
industry, financial markets and interest rates, or to the
business or financial condition of either company or business,
(iii) increased or unanticipated competition for the companies
properties, (iv) risks associated with acquisitions, including
the integration of the combined companies businesses, (v) the
potential liability for the failure to meet regulatory
requirements, including the maintenance of REIT status, (vi)
availability of financing and capital, (vii) risks associated
with achieving expected revenue synergies or cost savings, (viii)
risks associated with the companies ability to consummate the
merger and the timing of the closing of the merger, (ix) the
outcome of claims and litigation involving or affecting either
company, (x) applicable regulatory changes, and (xi) those
additional risks and factors discussed in reports filed with the
SEC by RLJ and FelCor from time to time, including those
discussed under the heading Risk Factors in their respective most
recently filed reports on Forms 10K and 10Q. Neither RLJ nor
FelCor, except as required by law, undertakes any duty to update
any forward looking statements appearing in this document,
whether as a result of new information, future events or
otherwise. Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
hereof.
Additional Information about the Proposed Mergers and
Where to Find It
This communication relates to the proposed transaction to the
terms of the Merger Agreement.
In connection with the proposed merger, RLJ has filed with the
SEC a registration statement on Form S-4 (which registration
statement has not yet been declared effective) that includes a
joint proxy statement of RLJ and FelCor that also constitutes a
prospectus of RLJ, which joint proxy statement/prospectus has
not yet been declared effective. RLJ and FelCor also plan to
file other relevant documents with the SEC regarding the
proposed transaction. INVESTORS ARE URGED TO READ THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. You may
obtain a free copy of the joint proxy statement/prospectus and
other relevant documents (if and when they become available)
filed by RLJ and FelCor with the SEC at the SECs website at
www.sec.gov. Copies of the documents filed by RLJ with the SEC
will be available free of charge on RLJs website at
www.rljlodgingtrust.com or by emailing RLJ Investor Relations
at [email protected] or at 301-280-7774. Copies of the
documents filed by FelCor with the SEC will be available free
of charge on FelCors website at www.felcor.com or by contacting
FelCor Investor Relations at [email protected] or at
972-444-4967.
This document shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation
RLJ and FelCor and their respective trustees, directors and
executive officers and other members of management and
employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed merger. You can find
information about RLJs executive officers and Trustees in RLJs
definitive proxy statement filed with the SEC on March 28, 2017
in connection with its 2017 annual meeting of shareholders and
in Form 4s of RLJs trustees and executive officers filed with
the SEC. You can find information about FelCors executive
officers and directors in Amendment No. 1 to FelCors Annual
Report on Form 10-K for the year ended December 31, 2016 on
Form 10-K/A filed with the SEC on April 28, 2017. Additional
information regarding the interests of such potential
participants will be included in the joint proxy
statement/prospectus and other relevant documents filed with
the SEC if and when they become available. You may obtain free
copies of these documents from RLJ or FelCor using the sources
indicated above.
FelCor Lodging Trust Inc ExhibitEX-99.1 2 a17-11737_3ex99d1.htm EX-99.1 Exhibit 99.1 Press Release RLJ Lodging Trust and FelCor Lodging Trust Announce Special Meetings of Shareholders BETHESDA,…To view the full exhibit click here About FelCor Lodging Trust Incorporated (NYSE:FCH)
FelCor Lodging Trust Incorporated is a real estate investment trust. The Company, through its subsidiary, FelCor Lodging Limited Partnership, holds ownership interests in approximately 40 hotels with over 12,440 rooms. The Company sells, acquires, rebrands and redevelops hotels. The Company’s hotels are located in approximately 20 states of the United States. The Company holds a portfolio of hotels managed by Hilton Worldwide (Hilton); Wyndham Worldwide (Wyndham); Marriott International Inc. (Marriott); InterContinental Hotels Group (IHG); Starwood Hotels & Resorts Worldwide Inc. (Starwood); Fairmont Raffles Hotels International (Fairmont); Highgate Hotels (Highgate); Morgans Hotel Group Corporation (Morgans), and Aimbridge Hospitality. Its hotels include Embassy Suites Atlanta-Buckhead; DoubleTree Suites by Hilton Austin; Embassy Suites Milpitas-Silicon Valley; Hilton Myrtle Beach Resort; Morgans New York; Wyndham Pittsburgh University Center, and Wyndham San Diego Bayside. FelCor Lodging Trust Incorporated (NYSE:FCH) Recent Trading Information
FelCor Lodging Trust Incorporated (NYSE:FCH) closed its last trading session up +0.14 at 7.43 with 1,140,602 shares trading hands.
