FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Other Events
Item 8.01.Other Events.
On July18, 2017, FelCor Lodging Trust Incorporated (“FelCor”) and RLJ Lodging Trust (“RLJ”) each filed with the Securities and Exchange Commission (the “SEC”) a joint proxy statement/prospectus (the “Definitive Proxy Statement”) with respect to the special meeting of FelCor common stockholders scheduled to be held on August15, 2017 (the “FelCor Special Meeting”) to, among other things, 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, and the special meeting of RLJ shareholders scheduled to be held on August15, 2017 (the “RLJ Special Meeting” and, together with the FelCor Special Meeting, the “Special Meetings”) to, among other things, vote on a proposal to approve the issuance of common shares of beneficial interest, par value $0.01 per share, of RLJ to the Merger Agreement.
As previously disclosed in the Definitive Proxy Statement, three putative class actions have been filed in Maryland by purported stockholders of FelCor challenging the merger of FelCor and RLJ. The first suit, >George Assad v. FelCor Lodging TrustInc., et al., No.1:17-cv-01744-ELH, was filed in the United States District Court for the District of Maryland (the “Court”) on June26, 2017 and is against FelCor, its directors (including StevenR. Goldman, who is also an officer), FelCor Lodging Limited Partnership(“FelCorLP”), RLJ, RLJ Lodging Trust, L.P. (“RLJ LP”), Rangers Sub I,LLC (the “REIT Merger Sub”), and Rangers Sub II,LP(the “Partnership Merger Sub”) (the “Assad Lawsuit”). The second suit, >Martin Johnson v. FelCor Lodging TrustInc., et al., No.1:17-cv-01786-ELH, was filed with the Court on June28, 2017 and is against FelCor and its directors (including StevenR. Goldman, who is also an officer) (the “Johnson Lawsuit”). The third suit, >Sachs Investment Group v. FelCor Lodging TrustInc., et al., No.1:17-cv-01933-ELH, was filed with the Court on July11, 2017 and is against FelCor and its directors (including Steven R. Goldman, who is also an officer) (the “Sachs Lawsuit” and, together with the Assad Lawsuit and Johnson Lawsuit, the “Maryland Lawsuits”). A fourth suit, >Judy G. Bagheri v. FelCor Lodging Trust Inc., et al., No.3:17-cv-01892-C, was filed in the United States District Court for the Northern District of Texas on July17, 2017 and is against FelCor, its directors (including Steven R. Goldman, who is also an officer), FelCor LP, RLJ, RLJ LP, the REIT Merger Sub, and the Partnership Merger Sub (the “Texas Lawsuit” and, together with the Maryland Lawsuits, the “Lawsuits”).
The Lawsuits allege that FelCor and its directors violated Section14(a)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule14a-9 promulgated thereunder by disseminating a false and misleading FormS-4 containing a joint proxy statement/prospectus. The Lawsuits further allege that FelCor’s directors violated Section20(a)of the Exchange Act by failing to exercise proper control over the person(s)who violated Section14(a)of the Exchange Act. The Assad and Texas Lawsuits further allege that RLJ violated Section20(a)of the Exchange Act. Among other relief, the plaintiffs in the Lawsuits sought to enjoin the Mergers.
On July21, 2017, the plaintiff in the Johnson Lawsuit filed a motion for a preliminary injunction seeking to enjoin the merger. A hearing on that motion for a preliminary injunction is scheduled for August14, 2017.
FelCor and RLJ continue to believe that the claims asserted in the Lawsuits are without merit, and further believe that no supplemental disclosure is required under applicable laws. However, FelCor and RLJ wish to make certain supplemental disclosures related to the Merger Agreement.
Important information concerning the Mergers is set forth in the Definitive Proxy Statement.The Definitive Proxy Statement is amended and supplemented by, and should be read as part of, and in conjunction with, the information set forth in this Current Report on Form8-K.Capitalized terms used in this Current Report on Form8-K but not otherwise defined herein have the meanings ascribed to those terms in the Definitive Proxy Statement.