RLJ LODGING TRUST (NYSE:RLJ) Files An 8-K Regulation FD Disclosure

RLJ LODGING TRUST (NYSE:RLJ) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure

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On October19, 2017, RLJ Lodging Trust (“RLJ”) issued a press release announcing the expiration of the previously announced Change of Control Offer (as defined herein) by FelCor Lodging Limited Partnership (“FelCor LP”), a Delaware limited partnership and subsidiary of RLJ, to repurchase its outstanding 5.625% Senior Secured Notes due 2023 (the “Notes”) at 101% of the principal amount thereof plus accrued and unpaid interest (the “Change of Control Offer”), to the Indenture, dated as of December17, 2012 (as amended by the First Supplemental Indenture, dated as of January7, 2013, and the Second Supplemental Indenture, dated as of August31, 2017, the “Indenture”), among FelCor LP, Rangers Sub I (as defined below) (as successor to FelCor Lodging Trust Incorporated (“FelCor”)), the other guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee.

Tenders of $990,000 principal amount of Notes were received, and such Notes were accepted for payment and subsequently cancelled. As a result $524,010,000 in aggregate principal amount of Notes remain outstanding.

The Change of Control Offer was conducted in connection with the consummation on August31, 2017 of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April23, 2017, by and among RLJ, RLJ Lodging Trust, L.P. (“RLJ LP”), Rangers Sub I, LLC, a wholly owned subsidiary of RLJ LP (“Rangers Sub I”), Rangers Sub II, LP, an indirect wholly owned subsidiary of RLJ LP (“Partnership Merger Sub”), FelCor and FelCor LP. to the Merger Agreement, Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of RLJ LP (the “Partnership Merger”), and immediately thereafter, FelCor merged with and into Rangers Sub I, with Rangers Sub I surviving as a wholly owned subsidiary of RLJ LP (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”). The Change of Control Offer satisfied FelCor LP’s obligation under Section4.13 of the Indenture to make a Change of Control Offer in connection with the Mergers.

A copy of the press release is attached as Exhibit99.1 and incorporated by reference herein.

Item 8.01. Other Events.

See Item 7.01.

Item 9.01.Financial Statements and Exhibits

(d)The following exhibit is filed as part of this report:

Exhibit Number



Press release, dated October19, 2017

RLJ Lodging Trust Exhibit
EX-99.1 2 a17-24209_1ex99d1.htm EX-99.1 Exhibit 99.1     Press Release   RLJ Lodging Trust Announces Expiration of Change of Control Offer for FelCor LP’s 5.625% Senior Secured Notes due 2023   Bethesda,…
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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.

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