FelCor Lodging Trust Incorporated (NYSE:FCH) Files An 8-K Other Events
Item 8.01.
|
Other Events. |
As previously disclosed, FelCor Lodging Trust Incorporated
(FelCor) entered into an Agreement and Plan of Merger (the Merger
Agreement) with RLJ Lodging Trust (RLJ) and certain of their
respective affiliates, dated April23, 2017. RLJ and FelCor have
updated the presentation that RLJ and FelCor may use from time to
time in discussing the proposed transaction with various parties.
The updated presentation is attached hereto as Exhibit99.1 and is
incorporated herein by reference.
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 FormS-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
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 RLJs executive officers and trustees in RLJs
definitive proxy statement filed with the SEC on March28, 2017
in connection with its 2017 annual meeting of shareholders and
in Form4s 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 Form10-K for the year ended December31, 2016 on
Form10-K/A filed with the SEC on April28, 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.
|
Exhibit Number |
|
Description |
|
99.1 |
Investor Presentation Material |
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 6.91 with 1,832,269 shares trading hands.
