FelCor Lodging Trust Incorporated (“FelCor”) (NYSE: FCH) and its
subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), today
announced that FelCor LP has commenced a consent solicitation with
respect to its 6.000% Senior Notes due 2025 (CUSIP No. 31430Q BG1)
(the “Notes”).
FelCor LP is undertaking the consent solicitation at the request
and expense of RLJ Lodging Trust (NYSE: RLJ) (“RLJ”) in accordance
with the terms of an Agreement and Plan of Merger (the “Merger
Agreement”), among RLJ, RLJ Lodging Trust, L.P.
(“RLJ LP”), Rangers Sub I, LLC, a wholly owned subsidiary
of RLJ LP (“REIT Merger Sub”), Rangers Sub II, LP, an
indirect wholly owned subsidiary of RLJ LP (“Partnership
Merger Sub”), FelCor and FelCor LP, providing for the merger of
Partnership Merger Sub with and into FelCor LP, with FelCor LP
surviving as a wholly owned subsidiary of RLJ LP (the “Partnership
Merger”), and immediately thereafter, the merger of FelCor with and
into REIT Merger Sub, with REIT Merger Sub surviving as a wholly
owned subsidiary of RLJ LP (the “REIT Merger” and, together with
the Partnership Merger, the “Mergers”).
FelCor LP is soliciting consents (the “Consents”) from holders
of record of the Notes as of 5:00 p.m., New York City time, on July
31, 2017 to amend the Indenture governing the Notes, dated as of
May 21, 2015 (the “Indenture”), by and among FelCor LP, FelCor, the
guarantors party thereto and U.S. Bank National Association, a
national banking association (the “Trustee”) to provide that FelCor
LP’s obligation under the Indenture to make a “Change of Control
Offer” (as defined in the Indenture) will not apply to the Mergers
or the other transactions contemplated by the Merger Agreement and
to add certain definitions relating to the Mergers (the “Proposed
Amendment”). The Proposed Amendment will be effected by a
supplemental indenture (the “Supplemental Indenture”) to the
Indenture.
If the consent solicitation is not terminated, and if the
consents of Holders (as defined in the Indenture) of at least a
majority in aggregate principal amount of the Notes outstanding
(the “Required Consents”) are validly delivered (and not validly
revoked) prior to 5:00 p.m., New York City time, on August 9, 2017,
unless extended (such date and time, as the same may be extended,
the “Expiration Date”), the Supplemental Indenture is executed, is
effective and becomes operative immediately preceding the effective
time of the Partnership Merger (the “Operative Time”), and if each
of the other conditions set forth in the Consent Solicitation
Statement, dated August 1, 2017 (the “Consent Solicitation
Statement”) is satisfied or waived, FelCor LP will pay Holders of
the Notes who have validly delivered (and not validly revoked)
consent letters (each a “Consent Letter”) a cash payment equal to
$2.50 per $1,000 principal amount of the Notes (the “Consent Fee”).
Holders who do not provide their Consents prior to the Expiration
Date will not receive the Consent Fee, but will be bound by the
Supplemental Indenture (assuming the Required Consents are
obtained).
On the Expiration Date, following receipt of the Required
Consents, FelCor LP, FelCor, the guarantors party to the Indenture
and the Trustee will execute a Supplemental Indenture with respect
to the Indenture, which will become effective immediately upon such
execution and will become operative at the Operative Time. The
Supplemental Indenture will implement the Proposed Amendment as to
all Holders of the Notes and their subsequent transferees, who will
be bound thereby, whether or not such Holders have provided their
Consents.
Execution of the Supplemental Indenture is not conditioned on,
or a condition to, consummation of the proposed Mergers, but the
Supplemental Indenture and the Proposed Amendment will only become
operative at the Operative Time and the Consent Fee will only be
paid upon consummation of the Mergers, which is expected to occur
on or about August 31, 2017.
This press release does not set forth all of the terms and
conditions of the consent solicitation. Holders should carefully
read the Consent Solicitation Statement, and the accompanying
materials, including the Consent Letter, for a complete description
of all terms and conditions before making any decision with respect
to the consent solicitation. None of FelCor LP, FelCor, the
Trustee, the Information Agent (as defined herein), or the
Solicitation Agent (as defined herein) makes any recommendation as
to whether or not Holders should deliver Consents. The solicitation
agent for the consent solicitation is Barclays Capital Inc. (the
“Solicitation Agent”). Additional information concerning the terms
and conditions of the consent solicitation, and the procedure for
delivering consents, may be obtained from Barclays Capital Inc. by
calling (800) 438-3242 (toll-free) or (212) 528-7581 (collect).
Copies of the Consent Solicitation Statement and related
documents may be obtained from the information agent, D.F. King
& Co., Inc. (the “Information Agent”), by calling (877)
361-7972 (toll-free), (212) 269-5550 (collect) or by email at
fch@dfking.com.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Proposed Amendment or
any securities. The solicitation of consents is only being made
pursuant to the terms of the Consent Solicitation Statement and the
related Consent Letter. The solicitation of consents is not being
made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or “blue sky” laws.
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 FelCor and RLJ operate and beliefs of and
assumptions made by FelCor management and RLJ 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 FelCor or RLJ or the
combined company after the proposed Mergers. 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. FelCor’s 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 its 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 FelCor’s or the combined company’s business, financial
condition, liquidity, results of operations and prospects, 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 Mergers and the timing of the
closing of the Mergers, (ix) the outcome of any 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
SEC by FelCor and RLJ from time to time, including those discussed
under the heading “Risk Factors” in FelCor’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2017 and FelCor and RLJ’s
other filings with the SEC. Neither FelCor nor RLJ, except as
required by law, undertakes any duty to update any forward-looking
statements appearing in this document or any other 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.
Holders should evaluate any statements made by or on behalf of
FelCor or their representatives in light of these important
considerations.
Additional Information about the
Proposed Merger and Where to Find It
This communication relates to the proposed transaction pursuant
to the terms of the Agreement and Plan of Merger, dated as
of April 23, 2017, by and among RLJ, FelCor and the
other entities party thereto. In connection with the proposed
merger, RLJ has filed with the SEC a registration
statement on Form S-4 that includes a joint proxy statement of RLJ
and FelCor that also constitutes a prospectus of RLJ. 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 SEC's website at www.sec.gov. Copies of the documents filed by RLJ
with the SEC will be available free of charge on RLJ's
website at www.rljlodgingtrust.com or by emailing RLJ
Investor Relations at ir@rljlodgingtrust.com or at 301-280-7774.
Copies of the documents filed by FelCor with the SEC will
be available free of charge on FelCor's website
at www.felcor.com or by
contacting FelCor Investor Relations at asalami@felcor.com or at 972-444-4967.
Certain Information Regarding
Participants
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
RLJ’s executive officers and Trustees in RLJ's 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 RLJ's trustees and
executive officers filed with the SEC. You can find
information about FelCor’s executive officers and directors in
Amendment No. 1 to FelCor’s Annual Report on Form 10-K for the year
ended December 31, 2016 on Form 10-K/A filed with
the SEC on April 28, 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.
No Offer or Solicitation
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170801006279/en/
FelCor Lodging Trust IncorporatedAbi Salami,
972-444-4967Investor Relationsasalami@felcor.com
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