FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02> Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On April 23, 2017, as previously disclosed, FelCor Lodging Trust
Incorporated, a Maryland corporation (the Company), and FelCor
Lodging Limited Partnership, a Delaware limited partnership and
subsidiary of the Company (the Company LP), entered into an
Agreement and Plan of Merger (the Merger Agreement) with RLJ
Lodging Trust, a Maryland real estate investment trust (RLJ), RLJ
Lodging Trust, L.P., a Delaware limited partnership (RLJ LP),
Rangers Sub I, LLC, a Maryland limited liability company and a
wholly owned subsidiary of RLJ LP, and Rangers Sub II, LP, a
Delaware limited partnership and an indirect wholly owned
subsidiary of RLJ LP.
to the Merger Agreement, the Company has agreed, prior to the
closing of the mergers contemplated by the Merger Agreement (the
Mergers), to use its commercially reasonable efforts to enter
into an amendment to the Companys Change in Control and Severance
Agreement (the CIC Amendment) in substantially the form attached
as an exhibit to the Merger Agreement (a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K), with each
employee of the Company who is party to a Change in Control and
Severance Agreement (a CIC Agreement) with the Company and the
Company LP. In this regard, each of the Companys executive
officers, consisting of Messrs. Steven R. Goldman, Troy A.
Pentecost, Thomas C. Hendrick, Michael C. Hughes, and Jonathan H.
Yellen (collectively, the Company NEOs), entered into a CIC
Amendment with the Company on April 23, 2017. to the CIC
Amendment, (i) the Company has agreed that the consummation of
the Mergers will constitute a Change in Control of the Company
for purposes of the CIC Agreement, and (ii) each Company NEO has
agreed that if his employment terminates in connection with the
Mergers, any severance benefits under the CIC Agreement will be
payable only if the Company NEO executes a waiver and release, in
the form attached to the CIC Amendment, within 45 days after the
Company NEOs date of termination. The CIC Amendment contains
additional provisions regarding the effects of a notice of
termination, the date for payment of severance benefits and
related matters.
The foregoing description of the CIC Amendment is not complete
and is qualified in its entirety by reference to the form of CIC
Amendment, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description of Exhibit
10.1
Form of Amendment to Change in Control and Severance
Agreement, dated as of April 23, 2017, by and between
FelCor Lodging Trust Incorporated and each of Steven R.
Goldman, Troy A. Pentecost, Thomas C. Hendrick, Michael
C. Hughes, and Jonathan H. Yellen.
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 significant risks and uncertainties, which are difficult
to predict and are not guarantees of future performances, 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 FelCor expects or anticipates 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. FelCors ability to
predict results or the actual effect of future events, actions,
plans or strategies is inherently uncertain. Although FelCor
believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, FelCor 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 materially and adversely
affect FelCors or the combined companys business, financial
condition, liquidity, results of operations and prospects, as
well as the ability to make distributions to shareholders,
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
Securities and Exchange Commission (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
10-K and 10-Q. 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 Transaction and Where
to Find It
This communication relates to the proposed merger transaction to
the terms of the Merger Agreement.
In connection with the proposed merger, RLJ expects to file with
the SEC a registration statement on Form S-4 that will include a
joint proxy statement of RLJ and FelCor that also constitutes a
prospectus of RLJ, which joint proxy statement/prospectus will be
mailed or otherwise disseminated to RLJ shareholders and FelCor
stockholders when it becomes available. 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
FelCors preliminary proxy statement filed with the SEC on March
24, 2017 in connection with its 2017 annual meeting of
stockholders. 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.


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 +0.01 at 8.14 with 9,336,493 shares trading hands.

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