liabilities, immediately followed by a distribution of the
aggregate consideration in the REIT Merger by FelCor to the
holders of equity interests in FelCor in liquidation of FelCor.

At the effective time of the REIT Merger, the holders of RLJ
Series A Preferred Shares will have the same rights as they had
with respect to FelCor Series A Preferred Shares. Holders of
RLJ Series A Preferred Shares generally will not have voting
rights, except on matters that would materially adversely
affect their rights as such holders. The RLJ Series A Preferred
Shares will be entitled to quarterly dividends payable in
arrears, each in an amount equal to the greater of $1.95 per
annum or the cash distributions declared or paid for the
corresponding period on the number of RLJ Common Shares into
which each RLJ Series A Preferred Share is convertible. The RLJ
Series A Preferred Shares will have a liquidation preference of
$25.00 per share, plus all accrued and unpaid dividends, and
otherwise may be converted to RLJ Common Shares at the election
of the holder. Any time following the issuance of such shares,
RLJ, at its option, may redeem the RLJ Series A Preferred
Shares in whole or in part, subject to certain notice
requirements and the market price being equal to or exceeding
the conversion price for at least 20 trading days within a
30-consecutive day period. The initial conversion price for the
RLJ Series A Preferred Shares is equal to $89.09, equivalent to
a conversion rate of 0.2806 RLJ Common Shares for each RLJ
Series A Preferred Share.

Each of the board of trustees of RLJ and the board of directors
of FelCor has unanimously approved the Merger Agreement and the
Mergers. RLJ has agreed to recommend that its shareholders
approve the issuance of RLJ Common Shares in connection with
the REIT Merger by a majority of the votes cast by RLJ
shareholders (the RLJ Shareholder Approval). In addition,
FelCor has agreed to recommend that its stockholders approve
the REIT Merger by a majority of the outstanding shares of
FelCor Common Stock (the FelCor Stockholder Approval). Under
the Merger Agreement, each party must submit to its respective
shareholders or stockholders a proposal for the requisite
approval, unless (i) such partys board makes a change in
recommendation with respect to a superior proposal (generally,
a transaction for more than 50% of the equity or assets of a
party, that such partys board deems to be more favorable from a
financial point of view than the Mergers), (ii) such party
otherwise complies with the no-solicitation provisions of the
Merger Agreement (as described below), and (iii) the Merger
Agreement is terminated in accordance with the termination
provisions.

The parties to the Merger Agreement have made certain customary
representations and warranties in the Merger Agreement and have
agreed to customary covenants, including with respect to the
conduct of business prior to the closing and covenants
prohibiting both parties and their respective subsidiaries and
representatives from soliciting, providing information, or
entering into discussions concerning proposals relating to an
alternative acquisition transaction (for 20% or more of the
equity or assets), subject to certain limited exceptions. Prior
to obtaining the requisite shareholder or stockholder approval,
either party may terminate the Merger Agreement (to enter into
an agreement with respect to a superior proposal or change its
recommendation to vote for the transaction) only if it has
received an unsolicited written acquisition proposal that
constitutes (or, in the case of a change in recommendation,
could reasonably be expected to lead to) a superior proposal,
and the failure to change recommendation would be inconsistent
with the applicable boards duties under applicable law. Under
these no-solicitation provisions, a party must notify the other
party if it receives an alternative acquisition proposal and
allow for negotiations for a specified period.

The completion of the Mergers is subject to customary
conditions, including: (i) the approval of the REIT Merger by
FelCors stockholders; (ii) the approval of the issuance of RLJ
Common Shares by RLJs shareholders; (iii) effectiveness of the
registration statement that will contain the joint proxy
statement/prospectus sent to RLJs shareholders and FelCors
stockholders; (iv) no injunction or law prohibiting the
Mergers; (v) approval for listing on the New York Stock
Exchange (NYSE) of the RLJ Common Shares to be issued in the
Mergers or reserved therefor; (vi) accuracy of each partys
representations, subject in most cases to materiality or
material adverse effect qualifications; (vii) the absence of a
material adverse effect on either RLJ or FelCor; (viii)
material performance and compliance with each partys covenants;
and (ix) the receipt of tax opinions relating to REIT status of
RLJ and FelCor.

The Merger Agreement may be terminated under certain
circumstances, including by either party (i) if the Mergers
have not been consummated on or before December 28, 2017; (ii)
upon entry of a final and non-appealable order prohibiting the
transaction; (iii) upon a failure of either party to obtain the
requisite approval of its shareholders or stockholders; (iv)
upon such party entering into an alternative acquisition
agreement with respect to a superior proposal and such party
paying its applicable termination fee; (v) upon the other
partys board changing

its recommendation with respect to the transaction or such
other party entering into an alternative acquisition agreement;
or (vi) upon a material uncured breach by the other party that
would cause the closing conditions not to be satisfied.

In connection with the termination of the Merger Agreement
under specified circumstances, RLJ may be required to pay to
FelCor a termination fee of $95 million and/or reimburse
FelCors transaction expenses in an amount equal to $20 million,
or FelCor may be required to pay to RLJ a termination fee of
$39 million and/or reimburse the RLJs transaction expenses in
an amount equal to $20 million. Circumstances requiring the
payment of a termination fee and/or expense reimbursement
include the following: (i) if a party terminates to enter into
a superior proposal, the terminating party pays the applicable
termination fee; (ii) if an acquisition proposal is pending and
the Merger Agreement is terminated for a failed shareholder or
stockholder vote, breach or the Outside Date, and within 12
months a party consummates an acquisition proposal, such party
pays the applicable termination fee; (iii) if either party
makes a change in recommendation or enters into an alternative
acquisition agreement (with respect to an acquisition proposal
or superior proposal), such party pays the applicable
termination fee; (iv) if either party makes a change in
recommendation and that partys shareholders fail to approve the
transaction, the failing party pays the applicable termination
fee; (v) if either party terminates the Merger Agreement due
only to a failed shareholder vote, the failing party pays the
expense reimbursement amount; and (vi) if either party
terminates the Merger Agreement due only to the other partys
breach, the breaching party pays the expense reimbursement
amount. For purposes of these termination provisions only, the
term acquisition proposal means a proposal for more than 50% of
the applicable company.

The Merger Agreement provides that, as of the effective time of
the REIT Merger, the Board of Trustees of RLJ will be increased
to eight members, including all of the current members of the
Board of Trustees of RLJ and one current director of FelCor who
shall be mutually acceptable to FelCor and RLJ and appointed to
the Board of Trustees of RLJ.

The Mergers are expected to close by the end of 2017.

A copy of the Merger Agreement is attached hereto as Exhibit
2.1 and is incorporated herein by reference. The foregoing
description of the Merger Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Merger Agreement. The Merger Agreement has been attached to
provide investors with information regarding its terms and
conditions. It is not intended to provide any other factual
information about RLJ or FelCor. In particular, the assertions
embodied in the representations and warranties in the Merger
Agreement were made as of a specified date, are modified or
qualified by information in confidential disclosure letters
provided by each party to the other in connection with the
signing of the Merger Agreement, may be subject to a
contractual standard of materiality different from what might
be viewed as material to shareholders, or may have been used
for the purpose of allocating risk between the parties.
Accordingly, the representations and warranties in the Merger
Agreement are not necessarily characterizations of the actual
state of facts about RLJ or FelCor at the time they were made
or otherwise.

Item 8.01. Other Events.

Voting Agreements

In connection with the execution of the Merger Agreement, RLJ
has entered into a voting agreement (each, a RLJ Voting
Agreement and collectively, the RLJ Voting Agreements) with
each of the following current and former executive officers of
FelCor in their capacities as FelCor stockholders: Steven R.
Goldman, Thomas J. Corcoran, Jr., Troy A. Pentecost, Thomas C.
Hendrick, Michael C. Hughes, and Jonathan H. Yellen
(collectively, the FelCor Executives). Collectively, the FelCor
Executives beneficially own approximately 1.0% of the
outstanding shares of FelCor common stock. The RLJ Voting
Agreements generally require, subject to certain exceptions,
the FelCor Executives to vote all of the shares of FelCor
common stock beneficially owned by them and capable of being
voted in favor of approval of the REIT Merger and against any
alternative acquisition proposals of third parties, actions or
agreements that would reasonably be expected to result in the
failure of a closing condition set forth in the Merger
Agreement, and any actions that would reasonably be expected to
materially delay, materially postpone or materially adversely
affect the consummation of the transactions contemplated by the
Merger Agreement. The RLJ Voting Agreements also restrict the
FelCor Executives from, subject to certain permitted

exceptions, transferring any subject securities or depositing
any subject securities into a voting trust or other arrangement
or granting any proxy or power of attorney.

In connection with the execution of the Merger Agreement,
FelCor has entered into a voting agreement (each, a FelCor
Voting Agreement and collectively, the FelCor Voting
Agreements, and together with the RLJ Voting Agreements, the
Voting Agreements) with each of the following executives of RLJ
in their capacities as RLJ shareholders: Robert L. Johnson,
Ross H. Bierkan and Leslie D. Hale (collectively, the RLJ
Shareholders). Collectively, the RLJ Shareholders beneficially
own approximately 1.4% of the outstanding shares of RLJ Common
Shares. The FelCor Voting Agreements generally require, subject
to certain exceptions, the RLJ Shareholders to vote all of the
shares of RLJ Common Shares beneficially owned by them and
capable of being voted in favor of approval of the issuance of
RLJ Common Shares and against any alternative acquisition
proposals of third parties, actions or agreements that would
reasonably be expected to result in the failure of a closing
condition set forth in the Merger Agreement, and any actions
that would reasonably be expected to materially delay,
materially postpone or materially adversely affect the
consummation of the transactions contemplated by the Merger
Agreement. The FelCor Voting Agreements also restrict the RLJ
Shareholders from, subject to certain permitted exceptions,
transferring any subject securities or depositing any subject
securities into a voting trust or other arrangement or granting
any proxy or power of attorney.

The foregoing description of the Voting Agreements and the
transactions contemplated thereby do not purport to be complete
and are subject to, and qualified in their entirety by, the
full text of the form of the Voting Agreements, which reflects
substantially the form of the Voting Agreements with FelCor
Executives and the RLJ Shareholders which are attached as
Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and
incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are attached to this Current Report
on Form 8-K:

* to Item 601(b)(2) of Regulation S-K, the Disclosure Letters
and Exhibits to the Merger Agreement (identified therein) have
been omitted from this Current Report on Form 8-K and will be
furnished to the SEC supplementally upon request.

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 RLJ 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. RLJs ability to
predict results or the actual effect of future events, actions,
plans or strategies is inherently uncertain. Although RLJ
believes the expectations reflected in any forward-looking
statements are based on reasonable assumptions, RLJ 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
RLJs 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.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

EXHIBIT LIST

*