RLJ LODGING TRUST (NYSE:RLJ) Files An 8-K Other Events
Item 8.01.
|
Other Events. |
As previously disclosed, RLJ Lodging Trust (RLJ) entered into an
Agreement and Plan of Merger (the Merger Agreement) with FelCor
Lodging Trust Incorporated (FelCor) and certain of their
respective affiliates, dated April23, 2017. RLJ has updated the
presentation that it 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 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 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 RLJ LODGING TRUST (NYSE:RLJ)
RLJ Lodging Trust is a real estate investment trust. The Company is engaged in the acquisition of focused-service and compact full-service hotels. The Company owns approximately 130 hotels with over 20,900 rooms, located in approximately 20 states and the District of Columbia, and an interest in a mortgage loan secured by a hotel. Its hotels’ brand affiliations include Residence Inn, Courtyard, SpringHill Suites, Marriott and Renaissance by Marriott; Hilton Garden Inn, Embassy Suites, DoubleTree, Hilton and Homewood Suites by Hilton, and Hyatt House, Hyatt Place and Hyatt by Hyatt. Its operating partnership is RLJ Lodging Trust, L.P. The Company’s properties include Courtyard San Francisco, Hyatt House Cypress Anaheim, Hyatt House Emeryville San Francisco Bay Area, Hyatt House San Ramon and Hyatt House Santa Clara in California, and Renaissance Boulder Flatiron Hotel, Residence Inn Boulder Louisville, Residence Inn Longmont Boulder and SpringHill Suites Boulder Longmont in Colorado. RLJ LODGING TRUST (NYSE:RLJ) Recent Trading Information
RLJ LODGING TRUST (NYSE:RLJ) closed its last trading session down -0.06 at 19.56 with 1,713,773 shares trading hands.
