425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 9, 2017

Commission File Number: 001-14236 (FelCor Lodging Trust Incorporated)

Commission File Number: 333-39595-01 (FelCor Lodging Limited Partnership)

FelCor Lodging Trust Incorporated

FelCor Lodging Limited Partnership

(Exact Name of Registrant as Specified in its Charter)

Maryland	(FelCor Lodging Trust Incorporated)	75-2541756
Delaware	(FelCor Lodging Limited Partnership)	75-2544994
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification Number)

125 E. John Carpenter Frwy, Suite 1600
Irving, TX	75062
(Address of principal	(Zip code)
executive offices)

(972) 444-4900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01              Entry into a Material Definitive Agreement

Pursuant to the consent solicitation announced on August 1, 2017 (the “Consent Solicitation”), FelCor Lodging Limited Partnership (“FelCor LP”) solicited consents from holders of its 6.000% Senior Notes due 2025 (the “Notes”) to amend the indenture (the “Indenture”), dated as of May 21, 2015, by and among FelCor Lodging Trust Incorporated (“FelCor”), FelCor LP, the Subsidiary Guarantors (as defined in the Indenture) and U.S. Bank National Association, a national banking association (the “Trustee”), governing the Notes to, among other things, 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 (as defined in that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 23, 2017, by and among FelCor, FelCor LP, RLJ Lodging Trust, RLJ Lodging Trust, L.P., Rangers Sub I, LLC and Rangers Sub II, LP) or the other transactions contemplated by the Merger Agreement and to add certain definitions relating to the Mergers (the “Proposed Amendment”).

Based on the receipt of the requisite number of consents in the Consent Solicitation, on August 9, 2017, FelCor, FelCor LP, the guarantors party thereto and the Trustee executed a supplemental indenture to the Indenture (the “First Supplemental Indenture”) with respect to the Proposed Amendment.  The First Supplemental Indenture became effective immediately upon execution, but the First Supplemental Indenture and the Proposed Amendment will not become operative until immediately preceding the effective time of the Partnership Merger (as defined in the Merger Agreement), and the consent fee of $2.50 per $1,000 principal amount of the Notes will only be paid upon consummation of the Mergers, which is expected to occur on or about August 31, 2017.

The foregoing description of the First Supplemental Indenture and the Proposed Amendment therein does not purport to be complete and is qualified in its entirety by the terms and conditions of the First Supplemental Indenture, which is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

Item 7.01              Regulation FD Disclosure.

On August 9, 2017, FelCor issued a press release announcing that it had entered into the First Supplemental Indenture described above.  The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 8.01              Other Events.

See Item 7.01.

Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
4.1	First Supplemental Indenture, dated as of August 9, 2017, by and among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the guarantors party thereto and U.S. Bank National Association, a national banking association.
99.1	Press release, dated August 9, 2017.

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SIGNATURE

Pursuant 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.

	FELCOR LODGING TRUST INCORPORATED
August 9, 2017	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President, Associate General Counsel and Assistant Secretary

	FELCOR LODGING LIMITED PARTNERSHIP
		By: FelCor Lodging Trust Incorporated, its general partner
August 9, 2017	By:	/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President, Associate General Counsel and Assistant Secretary

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EXHIBIT INDEX

Exhibit Number	Exhibit
4.1	First Supplemental Indenture, dated as of August 9, 2017, by and among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the guarantors party thereto and U.S. Bank National Association, a national banking association.
99.1	Press release, dated August 9, 2017.

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EX-4.1

Exhibit 4.1

FELCOR LODGING LIMITED PARTNERSHIP,
as Issuer,

and

THE GUARANTORS PARTY HERETO,
As Guarantors,

and

U.S. BANK NATIONAL ASSOCIATION,

as Trustee, Registrar and Paying Agent

First Supplemental Indenture

Dated as of August 9, 2017

Supplemental Indenture to the Indenture
dated as of May 21, 2015
with respect to the
6.000% Senior Notes due 2025

First Supplemental Indenture (this “First Supplemental Indenture”), dated as of August 9, 2017 among FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”), FelCor Lodging Trust Incorporated, a Maryland corporation (“FelCor”), the guarantors party hereto and U.S. Bank National Association, a national banking association, as trustee, registrar and paying agent (the “Trustee”).

W I T N E S S E T H

WHEREAS, FelCor LP, FelCor and the Subsidiary Guarantors executed and delivered to the Trustee an indenture dated as of May 21, 2015 (as amended, supplemented or otherwise modified, the “Indenture”), pursuant to which FelCor LP issued and has outstanding $475,000,000 aggregate principal amount of 6.000% Senior Notes due 2025 (the “Notes”);

WHEREAS, Section 9.02 of the Indenture provides that the Indenture may be amended with the written consent of the Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding (the “Requisite Consents”), subject to certain other conditions, and FelCor, FelCor LP, the Subsidiary Guarantors and the Trustee may enter into a supplemental indenture for the purpose of amending the Indenture;

WHEREAS, FelCor LP has delivered to the Holders a consent solicitation statement and the accompanying consent letter (collectively, the “Consent Solicitation”) in which it solicited consents of the Holders of the Notes to an amendment to the Indenture (the “Proposed Amendment”), which amendment requires the Requisite Consents as a condition to its effectiveness;

WHEREAS, FelCor LP has received the Requisite Consents to effect the Proposed Amendment to the Indenture;

WHEREAS, FelCor, FelCor LP and the Subsidiary Guarantors are authorized to execute and deliver this Supplemental Indenture;

WHEREAS, the purpose of this Supplemental Indenture is to provide that FelCor LP’s obligation under the Indenture to make a Change of Control Offer will not apply to the Mergers or the other transactions contemplated by the Merger Agreement (as defined herein) and to add certain definitions relating to the Mergers, as described in the Consent Solicitation;

WHEREAS, FelCor LP hereby requests that the Trustee join with FelCor, FelCor LP and the Subsidiary Guarantors in the execution of this Supplemental Indenture, and FelCor LP has provided the Trustee with evidence that the Company LP has obtained the Requisite Consents and has furnished the Trustee with an Officers’ Certificate, an Opinion of Counsel and Board Resolutions of FelCor, FelCor LP and the Subsidiary Guarantors authorizing the execution of and approving this Supplemental Indenture; and

WHEREAS, all covenants, conditions and requirements necessary for the execution and delivery of this Supplemental Indenture have been done and performed, and the execution and delivery hereof has been in all respects duly authorized.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, FelCor, FelCor LP, the Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

SECTION 1.Definitions.  For all purposes of the Indenture and this First Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)the words “herein,” “hereof” and “hereunder” and other words of similar import refer to the Indenture and this First Supplemental Indenture as a whole and not to any particular Article, Section or subdivision; and

(b)capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings assigned to them in the Indenture.

SECTION 2.Change of Control Amendments.  The Indenture is hereby amended as follows:

(a)Section 1.01 of the Indenture is hereby amended by inserting the following new definition in alphabetical order:

“RLJ Merger” means the merger of Rangers Sub II, LP (“Partnership Merger Sub”), a Delaware limited partnership and an indirect wholly owned subsidiary of RLJ Lodging Trust, L.P., a Delaware limited partnership (“RLJ LP”), with and into FelCor LP, with FelCor LP surviving as a wholly owned subsidiary of RLJ LP, and immediately thereafter, the merger of FelCor, with and into Rangers Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of RLJ LP (“REIT Merger Sub”), with REIT Merger Sub surviving as a wholly owned subsidiary of RLJ LP, pursuant to the Agreement and Plan of Merger, dated April 23, 2017, as the same may be amended, restated or otherwise modified from time to time, by and among RLJ Lodging Trust, a Maryland real estate investment trust (“RLJ”), RLJ LP, REIT Merger Sub, Partnership Merger Sub, FelCor and FelCor LP, together with the other transactions contemplated thereby.

(b)The first paragraph of Section 4.11(a) of the Indenture is hereby amended by replacing “4.13” in the penultimate sentence with “4.11”.

(c)The first paragraph of Section 4.11(a) of the Indenture is hereby amended by adding the following sentence at the end of such paragraph: “Notwithstanding the foregoing and any other provision of this Indenture or the Notes, this Section 4.11 shall not apply to a Change of Control resulting from the RLJ Merger.”

SECTION 3.This Supplemental Indenture shall become effective and binding upon FelCor, FelCor LP, the Subsidiary Guarantors, the Trustee and the Holders of the Notes immediately upon the execution and delivery of this Supplemental Indenture; provided, however, that this Supplemental Indenture shall only become operative immediately preceding the effective time of the Partnership Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated April 23, 2017, by and among RLJ Lodging Trust, a Maryland real estate investment trust, RLJ Lodging Trust, L.P., a Delaware limited partnership (“RLJ LP”), Rangers Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of RLJ LP (“REIT Merger Sub”), Rangers Sub II, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of RLJ LP (“Partnership Merger Sub”), FelCor and FelCor LP (the “Merger Agreement”) 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

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surviving as a wholly owned subsidiary of RLJ LP (together with the Partnership Merger, the “Mergers”). If the Partnership Merger does not occur on our prior to December 28, 2017, among other conditions set forth in the Consent Solicitation, this Supplemental Indenture will not become operative.

SECTION 4.NEW YORK LAW TO GOVERN.  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 5.The Trustee.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by FelCor, FelCor LP and the Subsidiary Guarantors.

SECTION 6.Successors and Assigns.  All agreements of FelCor, FelCor LP and the Subsidiary Guarantors in this First Supplemental Indenture shall bind their respective successors and assigns.  All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

SECTION 7.Separability.  In case any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 8.Effect of Headings.  The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 9.Counterparts.  The parties may sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the date first above written.

FELCOR LODGING LIMITED PARTNERSHIP,
a Delaware limited partnership
By:		FELCOR LODGING TRUST INCORPORATED,
		as general partner
By:		/s/ Bianca S. Green
		Name:	Bianca S. Green
		Title:	Vice President, Associate General Counsel and Assistant Secretary
FELCOR LODGING TRUST INCORPORATED,
a Maryland corporation
By:	/s/ Bianca S. Green
	Name:		Bianca S. Green
	Title:		Vice President, Associate General Counsel and Assistant Secretary

[Signature Page to First Supplemental Indenture — 6.000% Senior Notes due 2025]

FELCOR/CSS HOLDINGS, L.P.
By: FelCor/CSS Hotels, L.L.C.,
General Partner
FELCOR ESMERALDA (SPE), L.L.C.
FELCOR HOTEL ASSET COMPANY, L.L.C.
FELCOR ST. PETE (SPE), L.L.C.
FELCOR TRS BORROWER 4, L.L.C.
FELCOR TRS HOLDINGS, L.L.C.
MADISON 237 HOTEL, L.L.C.
ROYALTON 44 HOTEL, L.L.C.
FELCOR MILPITAS OWNER, L.L.C.
FELCOR DALLAS LOVE FIELD OWNER, L.L.C.
MYRTLE BEACH OWNER, L.L.C.
FELCOR/CMB BUCKHEAD HOTEL, L.L.C.
FELCOR/CMB MARLBOROUGH HOTEL, L.L.C.
FELCOR/CMB ORSOUTH HOLDINGS, L.P.
By: FelCor/CMB Orsouth Hotel, L.L.C., General Partner
FELCOR/CMB SSF HOLDINGS, L.P.
By: FelCor/CMB SSF Hotel, L.L.C., General Partner
FELCOR S-4 HOTELS (SPE), L.L.C.
FCH/PSH, L.P.
By: FelCor/CSS Hotels, L.L.C., General Partner
By:	/s/ Bianca S. Green
Name:		Bianca S. Green
Title:		Vice President, Associate General Counsel and Assistant Secretary

[Signature Page to First Supplemental Indenture — 6.000% Senior Notes due 2025]

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Donald T. Hurrelbrink
	Name: Donald T. Hurrelbrink
	Title: Vice President

[Signature Page to First Supplemental Indenture — 6.000% Senior Notes due 2025]

EX-99.1

Exhibit 99.1

For Immediate Release:

FELCOR ANNOUNCES RECEIPT OF REQUIRED CONSENTS AND EXPIRATION OF ITS CONSENT

SOLICITATION WITH RESPECT TO ITS 6.000% SENIOR NOTES DUE 2025

IRVING, Texas — August 9, 2017 — FelCor Lodging Trust Incorporated (“FelCor”) (NYSE: FCH) and its subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), today announced the expiration and results of FelCor LP’s consent solicitation with respect to its 6.000% Senior Notes due 2025 (CUSIP No. 31430Q BG1) (the “Notes”), which commenced on August 1, 2017.

FelCor LP received consents from holders of $462,396,000 in aggregate principal amount of Notes, representing 97.35% in aggregate principal amount of the Notes outstanding. FelCor LP undertook the consent solicitation at the request and expense of RLJ Lodging Trust (NYSE: RLJ) (“RLJ”) in accordance with the terms of the 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 (together with the Partnership Merger, the “Mergers”).

In conjunction with receiving the requisite consents, FelCor LP, FelCor, the guarantors party thereto and U.S. Bank National Association, a national banking association, as trustee, entered into the first supplemental indenture (the “First Supplemental Indenture”) to the indenture governing the Notes, dated as of May 21, 2015 (as supplemented and amended, the “Indenture”), 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 First Supplemental Indenture became effective immediately upon execution, but the First Supplemental Indenture and the Proposed Amendment will not become operative until immediately preceding the effective time of the Partnership Merger, and the Consent Fee of $2.50 per $1,000 principal amount of the Notes will only be paid upon consummation of the Mergers, which is expected to occur on or about August 31, 2017.

For additional information regarding the terms and conditions of the consent solicitation, please contact the solicitation agent, Barclays Capital Inc., by calling (800) 438-3242 (toll-free) or (212) 528-7581 (collect), or the information agent, D.F. King & Co., Inc., by calling (877) 361-7972 (toll-free), (212) 269-5550 (collect) or by email at fch@dfking.com.

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 (File No. 333-218439) and RLJ and FelCor have filed with the SEC a definitive joint proxy statement/prospectus, which was first mailed to security holders of RLJ and FelCor on July 18, 2017, as supplemented by a Form 8-K filed on August 7, 2017. 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.