RLJ Lodging Trust Announces Change of Control Offer for FelCor LP’s 5.625% Senior Secured Notes due 2023
September 19 2017 - 8:00AM
Business Wire
RLJ Lodging Trust (“RLJ”) (NYSE:RLJ) announced that its
subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), has
commenced an offer to repurchase its outstanding 5.625% Senior
Secured Notes due 2023 (CUSIP Nos. 31430QBE6 and 31430QBC0) (the
“Notes”) at 101% of the principal amount thereof plus accrued and
unpaid interest (the “Change of Control Offer”), pursuant to the
Indenture, dated as of December 17, 2012 (as amended by the First
Supplemental Indenture, dated as of January 7, 2013, and the Second
Supplemental Indenture, dated as of August 31, 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, upon the terms and
subject to the conditions set forth in the change of control notice
and offer to purchase, dated September 19, 2017 (the “Offer to
Purchase”) and the accompanying letter of transmittal.
The Change of Control Offer is being conducted in connection
with the consummation on August 31, 2017 of the transactions
contemplated by the Agreement and Plan of Merger (the “Merger
Agreement”), dated as of April 23, 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. Pursuant 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”). Under the Indenture,
the completion of the Mergers constituted a Change of Control (as
defined in the Indenture) and therefore enables each holder to
require FelCor LP to make a Change of Control Offer.
The Change of Control Offer will expire at 9:00 a.m., New York
City time, on October 19, 2017, unless the offer is extended in
accordance with the terms and conditions set forth in the Offer to
Purchase (such time and date or the latest extension thereof, if
extended, the “Expiration Date”). FelCor LP will not extend the
Expiration Date beyond November 18, 2017, the 60th day after the
Offer to Purchase.
About Us
RLJ Lodging Trust is a self-advised, publicly traded real estate
investment trust focused on acquiring premium-branded,
focused-service and compact full-service hotels. RLJ’s portfolio
consists of 158 hotels with approximately 31,180 rooms located in
26 states and the District of Columbia and an ownership interest in
one unconsolidated hotel with 171 rooms.
Forwarding-Looking
Statements
The information presented herein may contain certain statement
that are “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended and Section 21E of
the Securities Exchange Act of 1934, as amended. These
forward-looking statements generally are identified by the use of
the words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“plan,” “may,” “will,” “will continue,” “intend,” “should,” or
similar expressions. Although RLJ believes that the expectations
reflected in such forward-looking statements are based upon
reasonable assumptions, beliefs and expectations, such
forward-looking statements are not predictions of future events or
guarantees of future performance and RLJ’s actual results could
differ materially from those set forth in the forward-looking
statements. Some factors that might cause such a difference include
the following: the current global economic uncertainty, increased
direct competition, changes in government regulations or accounting
rules, changes in local, national and global real estate
conditions, declines in the lodging industry, seasonality of the
lodging industry, risks related to natural disasters, such as
earthquakes and hurricanes, hostilities, including future terrorist
attacks or fear of hostilities that affect travel, RLJ’s ability to
obtain lines of credit or permanent financing on satisfactory
terms, changes in interest rates, access to capital through
offerings of RLJ’s common and preferred shares of beneficial
interest, or debt, RLJ’s ability to identify suitable acquisitions,
RLJ’s ability to integrate recently acquired businesses and
inaccuracies of RLJ’s accounting estimates. Given these
uncertainties, undue reliance should not be placed on such
statements.
Except as required by law, RLJ undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise. RLJ
cautions readers not to place undue reliance on these
forward-looking statements and urges readers to carefully review
the disclosures it makes concerning risks and uncertainties in the
sections entitled “Risk Factors,” “Forward-Looking Statements” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” in its Annual Report, as well as risks,
uncertainties and other factors discussed in other documents it
files with the Securities and Exchange Commission.
For additional information or to receive press
releases via email, please visit our website:
http://rljlodgingtrust.com
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170919005869/en/
RLJ Lodging TrustLeslie D. Hale,
301-280-7774Chief Operating Officer and Chief Financial
Officer
RLJ Lodging (NYSE:RLJ)
Historical Stock Chart
From Apr 2024 to May 2024
RLJ Lodging (NYSE:RLJ)
Historical Stock Chart
From May 2023 to May 2024