FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Other Events

ME Staff 8-k

7 years ago

FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Other EventsItem 8.01.Other Events.

On July17, 2017, FelCor Lodging Trust Incorporated (“FelCor”) and RLJ Lodging Trust (“RLJ”) issued a joint press release announcing that each company has changed the date of its previously announced special meeting from August7, 2017 to August15, 2017. At the special meeting of FelCor common stockholders, FelCor’s 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 April23, 2017, by and among RLJ, FelCor and the other entities party thereto. The record date for determining those shareholders and stockholders entitled to vote at the special meetings has not changed and will remain as the close of business on July6, 2017. A copy of the press release is attached hereto as Exhibit99.1.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit Number	Description
99.1	Press release, dated July17, 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 company’s 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 FormS-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 SEC’s website at www.sec.gov. Copies of the documents filed by RLJ with the SEC will be available free of charge on RLJ’s website at www.rljlodgingtrust.com or by emailing RLJ Investor Relations at ir@rljlodgingtrust.com or at 301-280-7774. Copies of the documents filed by FelCor with the SEC will be available free of charge on FelCor’s website at www.felcor.com or by contacting FelCor Investor Relations at asalami@felcor.com 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 Section10 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 RLJ’s executive officers and Trustees in RLJ’s definitive proxy statement filed with the SEC on March28, 2017 in connection with its 2017 annual meeting of shareholders and in Form4s of RLJ’s trustees and executive officers filed with the SEC. You can find information about FelCor’s executive officers and directors in Amendment No.1 to FelCor’s Annual Report on Form10-K for the year ended December31, 2016 on Form10-K/A filed with the SEC on April28, 2017 and in Form4s of FelCor’s directors and executive officers filed with the SEC. 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 a17-14092_4ex99d1.htm EX-99.1 Exhibit 99.1 Press Release RLJ Lodging Trust and FelCor Lodging Trust Announce Change to Dates of Special Meetings 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.