-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSRvSnKP5mkdsHeAY4hxVQz5LYhbl17ZyVKfb8BsxhGBCGMnP/hNU/1iH17Uc+G9 MKzFbI6C9cPaFA0+z7LUhg== 0000899078-06-000677.txt : 20061023 0000899078-06-000677.hdr.sgml : 20061023 20061023172645 ACCESSION NUMBER: 0000899078-06-000677 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20061017 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061023 DATE AS OF CHANGE: 20061023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FelCor Lodging Trust Inc CENTRAL INDEX KEY: 0000923603 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752541756 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14236 FILM NUMBER: 061158486 BUSINESS ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 BUSINESS PHONE: 9724444900 MAIL ADDRESS: STREET 1: 545 E JOHN CARPENTER FREEWAY STREET 2: SUITE 1300 CITY: IRVING STATE: TX ZIP: 75062 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR LODGING TRUST INC DATE OF NAME CHANGE: 19980810 FORMER COMPANY: FORMER CONFORMED NAME: FELCOR SUITE HOTELS INC DATE OF NAME CHANGE: 19940523 8-K 1 form-8k.htm

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)		October 17, 2006

FelCor Lodging Trust Incorporated
(Exact name of registrant as specified in its charter)

Maryland	001-14236		75-2541756
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

545 E. John Carpenter Frwy., Suite 1300 Irving, Texas			75062
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code			(972) 444-4900


(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):

o	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))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

FelCor Lodging Trust Incorporated (the “Company”), and its subsidiary, FelCor Lodging Limited Partnership (“FelCor LP”), entered into a Purchase Agreement, dated October 19, 2006, under which FelCor LP agreed to sell $215 million aggregate principal amount of its senior floating rate notes due 2011 (the “Notes”) to the initial purchasers named in the Purchase Agreement (the “Initial Purchasers”). The Notes are being offered by the Initial Purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States under Regulation S of the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The closing of the Purchase Agreement is expected to occur on October 31, 2006, and is subject to standard conditions to closing. The Initial Purchasers will purchase the Notes from FelCor LP at 100% of their principal amount, plus accrued interest if any. The Notes will mature on December 1, 2011. The proceeds of the sale of the Notes, cash on hand and borrowings under an existing line of credit, to the extent necessary, will be used to fund FelCor LP’s offer to purchase all of its $290 million aggregate principal amount floating rate unsecured senior notes due 2011.

The Notes will be senior obligations of FelCor LP and will be guaranteed by the Company and each of the Company’s subsidiaries (the “Subsidiary Guarantors”) that guarantees any of FelCor LP’s other debt ranking equally or subordinate in right of payment to the Notes. The Notes will be governed by an Indenture, to be executed at closing, between the Company, FelCor LP, the Subsidiary Guarantors and U.S. Bank National Association, as Trustee. The Notes will be secured by a pledge of the limited partner interests in FelCor LP owned directly or indirectly by the Company and will not be secured by any other assets of the Company or FelCor LP.

Section 8 – Other Events

Item 8.01 Other Events.

On October 17, 2006, the Company issued a press release announcing the commencement of cash tender offers for any and all of its outstanding 7-5/8% senior notes due 2007 and any and all of its outstanding senior floating rate notes due 2011, a copy of which press release is attached to this current report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

On October 17, 2006, the Company issued a press release announcing its offering of $215 million in aggregate principal amount of senior floating rate notes due 2011, a copy of which press release is attached to this current report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.

Not applicable.

(b)	Pro forma financial information.

Not applicable.

(c)

Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit

99.1	Press release issued by the Company on October 17, 2006, announcing the commencement of cash tender offers for any and all of its outstanding 7-5/8% Senior Notes due 2007 and any and all of its outstanding Senior Floating Rate Notes due 2011.
99.2	Press release issued by the Company on October 17, 2006, announcing its offering of $215 million in aggregate principal amount of senior floating rate notes due 2011.

SIGNATURES

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

Date: October 23, 2006	By:	/s/ Jonathan H. Yellen
	Name:	Jonathan H. Yellen
	Title:	Executive Vice President,

General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit

99.1	Press release issued by the Company on October 17, 2006, announcing the commencement of cash tender offers for any and all of its outstanding 7-5/8% Senior Notes due 2007 and any and all of its outstanding Senior Floating Rate Notes due 2011.
99.2	Press release issued by the Company on October 17, 2006, announcing its offering of $215 million in aggregate principal amount of senior floating rate notes due 2011.

EX-99 2 exhibit99-2.htm

EXHIBIT 99.2

For Immediate Release:

FELCOR ANNOUNCES PROPOSED SENIOR NOTES OFFERING

The proceeds of the sale of the notes, cash on hand and borrowings under an existing line of credit, to the extent necessary, will be used to fund FelCor LP’s previously announced offer to purchase all of its $290 million aggregate principal amount floating rate unsecured senior notes due 2011.

The notes to be offered by FelCor LP will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135C under the Securities Act.

FelCor is the nation's largest owner of upscale, all-suite hotels. FelCor's consolidated portfolio is comprised of 105 hotels, located in 27 states and Canada. FelCor owns 65 upper upscale, all-suite hotels, and is the largest owner of Embassy Suites Hotels^® and Doubletree Guest Suites^® hotels. FelCor's hotels are flagged under global brands such as Embassy Suites Hotels, Doubletree^®, Hilton^®, Sheraton^®, Westin^® and Holiday Inn^®. FelCor has a current market capitalization of approximately $3.2 billion.

With the exception of historical information, the matters discussed in this news release include "forward looking statements" within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.

Contact:

Andrew J. Welch, Chief Financial Officer	(972) 444-4982	awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(972) 444-4912	sschafer@felcor.com

###

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EXHIBIT 99.1

For Immediate Release:

FELCOR COMMENCES TENDER OFFERS FOR ITS

SENIOR FLOATING RATE NOTES DUE 2011

AND 7 5/8% SENIOR NOTES DUE 2007

IRVING, Texas...October 17, 2006 – FelCor Lodging Trust Incorporated (NYSE: FCH), one of the nation’s largest hotel real estate investment trusts (REITs), and its subsidiary FelCor Lodging Limited Partnership (FelCor LP), today announced that on October 16, 2006 FelCor LP commenced cash tender offers for all of its $290 million aggregate principal amount of senior floating rate notes due 2011 (Cusip No. 3143Q AS 6), which bear interest at LIBOR plus 4.25% per annum (currently 9.57031%), and all of its $125 million aggregate principal amount of 7 5/8% senior notes due 2007 (Cusip No. 313917AF3). In connection with the tender offers, FelCor LP is also soliciting consents to proposed amendments to the indentures governing the notes which will eliminate certain covenants and events of default. Holders tendering their notes will be required to consent to the proposed amendments. Each tender offer is conditioned upon the valid tender of at least a majority in aggregate principal amount of notes tendered on or prior to the consent payment deadline and other specified conditions.

Tendering holders who validly tender their senior floating rate notes and validly deliver their consents by the consent payment deadline, which is October 30, 2006, will receive the total consideration of $1,022.73, per $1,000 principal amount. The total consideration includes a consent payment of $20.00 per $1,000 principal amount. Holders who validly tender their senior floating rate notes and validly deliver their consents after the consent payment deadline and on or prior to the expiration of the tender offer on November 14, 2006, will only receive the tender consideration of $1,002.73 per $1,000 principal amount and will not receive the consent payment. FelCor intends to fund the tender offer for the senior floating rate notes with proceeds from the potential issuance of senior debt in a private placement, cash on hand and borrowings under an existing line of credit, to the extent necessary. The closing of the private placement is a condition to the tender offer for the senior floating rate notes due 2011.

The consent payment deadline will expire at 5:00 p.m., New York City time, on October 30, 2006, and the tender offer will expire at 5:00 p.m., New York City time, on November 14, 2006, in each case unless extended or earlier terminated by the Company. Following the consent payment deadline, tenders of senior floating rate notes due 2011 and delivery of consents will be irrevocable, except as required by law.

The terms and conditions of the offer to purchase and consent solicitation for the senior floating rate notes due 2011, including FelCor LP’s obligation to accept the notes tendered and pay the purchase price therefor, are set forth in FelCor LP’s Offer to Purchase and Consent Solicitation Statement dated October 16, 2006.

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FelCor Commences Tender Offer

October 17, 2006

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Tendering holders who validly tender their 7 5/8% senior notes due 2007 and validly deliver their consents by the consent payment deadline, which is October 30, 2006, will receive the total consideration of $1,017.62, per $1,000 principal amount. The total consideration includes a consent payment of $20.00 per $1,000 principal amount. Holders who validly tender their 7 5/8% senior notes due 2007 and validly deliver their consents after the consent payment deadline and on or prior to the expiration of the tender offer on November 14, 2006, will only receive the tender consideration of $997.62 per $1,000 principal amount and will not receive the consent payment. FelCor intends to fund the tender offer for the 7 5/8% senior notes due 2007 with proceeds from a potential senior secured debt financing. The closing of this financing is a condition to the tender offer for the 7 5/8% senior notes due 2007.

The consent payment deadline will expire at 5:00 p.m., New York City time, on October 30, 2006, and the tender offer will expire at 5:00 p.m., New York City time, on November 14, 2006, in each case unless extended or earlier terminated by the Company. Following the consent payment deadline, tenders of 7 5/8% senior notes due 2007 and delivery of consents will be irrevocable, except as required by law.

The terms and conditions of the offer to purchase and consent solicitation for the 7 5/8% senior notes due 2007, including FelCor LP’s obligation to accept the notes tendered and pay the purchase price therefor, are set forth in FelCor LP’s Offer to Purchase and Consent Solicitation Statement dated October 16, 2006.

Copies of the documents can be obtained by contacting MacKenzie Partners, Inc., the Information Agent for the tender offer, at (212) 929-5500 (collect) and (800) 322-2885 (toll free).

Merrill Lynch & Co. is acting as Dealer Manager and Solicitation Agent for the tender offers and consent solicitations. Questions concerning the tender offers and the consent solicitations may be directed to Merrill Lynch & Co. at (212) 449-4914 (collect) or (888) 654-8637 (toll free).

This press release is not an offer to purchase or a solicitation of acceptance of the offer to purchase, or a solicitation of consents, which may be made only pursuant to the terms of the applicable offer to purchase and consent solicitation statement and related letter of transmittal. Those documents should be consulted for additional information regarding delivery procedures and the conditions for the tender offer.

With the exception of historical information, the matters discussed in this news release include "forward looking statements" within the meaning of the federal securities laws. Forward looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those currently anticipated. Certain of these risks and uncertainties are described in our filings with the Securities and Exchange Commission. Although we believe our current expectations are based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially.

Contact:

Andrew J. Welch, Chief Financial Officer	(972) 444-4982	awelch@felcor.com
Monica L. Hildebrand, Vice President of Communications	(972) 444-4917	mhildebrand@felcor.com
Stephen A. Schafer, Vice President of Investor Relations	(972) 444-4912	sschafer@felcor.com

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