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): February 21, 2017

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

MARYLAND	001-31775	86-1062192
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

14185 Dallas Parkway, Suite 1100
Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 7.01.Regulation FD Disclosure.

On February 21, 2017, Ashford Hospitality Trust, Inc. (“Ashford Trust” or the “Company”) posted an investor presentation on its website discussing its proposal to acquire all of the outstanding shares of common stock of FelCor Lodging Trust Incorporated (“FelCor”) for $9.27 per share comprised of a fixed exchange ratio of 1.192 shares of Ashford Trust, 0.003 shares of Ashford Inc. and 0.001 warrants to purchase Ashford Inc. shares in exchange for each share of FelCor (the “Proposal”).  The Company will host a conference call on Tuesday, February 21, 2017 at 9:30 a.m. Eastern Time related to the Proposal. A copy of the investor presentation is attached hereto as Exhibit 99.1.

The information contained in this Item 7.01 and the attached Exhibit 99.1 is furnished to and not filed with the Securities and Exchange Commission (the “SEC”).  The foregoing description is qualified in its entirety by reference to the text of such investor presentation and is incorporated herein by reference and constitutes part of this report.

Item 8.01.Other Events.

On February 21, 2017, Ashford Trust issued a press release announcing that the Company submitted a letter to FelCor’s board of directors (the “FelCor Board”) regarding the Proposal.  A copy of the press release, including the full text of the proposal letter delivered to the FelCor Board, is attached hereto as Exhibit 99.2 (the “Proposal Letter Press Release”).  On February 21, 2017, Ashford Trust issued a separate press release announcing that the Company has nominated a slate of seven highly qualified independent nominees for election to the FelCor Board at FelCor’s upcoming annual meeting of stockholders.  A copy of the press release is attached hereto as Exhibit 99.3 (the “Notice of Nomination Press Release”).

The information contained in this Item 8.01 and the attached Exhibits 99.2 and 99.3 is furnished to and not filed with the SEC.  The foregoing descriptions are qualified in their entirety by reference to the text of such press releases and are incorporated herein by reference and constitute part of this report.

Additional Information

This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Ashford Trust has made for a business combination transaction with FelCor. In furtherance of this proposal and subject to future developments, Ashford Trust (and, if a negotiated transaction is agreed, FelCor) may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Ashford Trust or FelCor may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ASHFORD TRUST AND FELCOR ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD TRUST, FELCOR AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they become available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Ashford Trust’s Investor Relations department at Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling Ashford Trust’s Investor Relations department at (972) 490-9600. Investors and security holders may obtain free copies of the documents filed with the SEC on Ashford Trust’s website at www.ahtreit.com under the “Investor” link, at the “SEC Filings” tab.

Certain Information Regarding Participants

Ashford Trust and Ashford Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Ashford Trust’s directors and executive officers in Ashford Trust’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 25, 2016. You can find information about Ashford Inc.’s directors and

executive officers in Ashford Inc.’s definitive proxy statements for its most recent annual meeting and special meeting filed with the SEC on April 28, 2016 and October 7, 2016, respectively. You can find information about FelCor’s directors and executive officers in FelCor’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 14, 2016. These documents are available free of charge at the SEC’s web site at www.sec.gov and (with respect to documents and information relating to Ashford Trust) from Investor Relations at Ashford Trust, as described above.  Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other related documents filed with the SEC if and when they become available.

Forward Looking Statements

Certain statements and assumptions made herein contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties.  When Ashford Trust uses the words “will likely result,” “may,” “anticipate, ” “estimate, ” “should, ” “expect, ” “believe, ” “intend,” or similar expressions, it intends to identify forward-looking statements.  Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Trust’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation:  general volatility of the capital markets and the market price of Ashford Trust’s common stock; changes in Ashford Trust’s business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in Ashford Trust’s industry and the market in which Ashford Trust operates, interest rates or the general economy; and the degree and nature of Ashford Trust’s competition.  These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.  In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the ability to successfully integrate Ashford Trust and FelCor; and the ability to recognize the anticipated benefits from the proposed combination of Ashford Trust and FelCor, including the anticipated synergies resulting from the proposed combination.

Item 9.01Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Investor Presentation dated February 21, 2017.
99.2	Proposal Letter Press Release issued on February 21, 2017.
99.3	Notice of Nomination Press Release issued on February 21, 2017.

SIGNATURE

Pursuant to the requirements of Section 12 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.

Dated: February 21, 2017
	ASHFORD HOSPITALITY TRUST, INC.
	By:	/s/ David A. Brooks
		David A. Brooks
		Chief Operating Officer and General Counsel

EX-99.1

Filed by Ashford Hospitality Trust, Inc.

(Commission File No. 001-31775) pursuant

to Rule 425 under the Securities Act of

1933 and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange

Act of 1934

Subject Company: FelCor Lodging Trust Incorporated

Commission File No. 001-14236

Exhibit 99.1

 Merger Proposal to Create Leading Lodging REIT and Unlock Value for ShareholdersAshford Hospitality Trust & FelCor Lodging TrustFebruary 21, 2017   

 Safe Harbor  2  Additional Information This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Ashford Hospitality Trust, Inc. (“Ashford Trust”) has made for a business combination transaction with FelCor Lodging Trust Incorporated (“FelCor”). In furtherance of this proposal and subject to future developments, Ashford Trust (and, if a negotiated transaction is agreed, FelCor) may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Ashford Trust or FelCor may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ASHFORD TRUST AND FELCOR ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD TRUST, FELCOR AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they become available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Ashford Trust’s Investor Relations department at Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling Ashford Trust’s Investor Relations department at (972) 490-9600. Investors and security holders may obtain free copies of the documents filed with the SEC on Ashford Trust’s website at www.ahtreit.com under the “Investor”link, at the “SEC Filings” tab.Certain Information Regarding Participants Ashford Trust and Ashford Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Ashford Trust’s directors and executive officers in Ashford Trust’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 25, 2016. You can find information about Ashford Inc.’s directors and executive officers in Ashford Inc.’s definitive proxy statements for its most recent annual meeting and special meeting filed with the SEC on April 28, 2016 and October 7, 2016, respectively. You can find information about FelCor’s directors and executive officers in FelCor’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 14, 2016. These documents are available free of charge at the SEC’s web site at www.sec.gov and (with respect to documents and information relating to Ashford Trust) from Investor Relations at Ashford Trust, as described above. Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other related documents filed with the SEC if and when they become available. 

 Safe Harbor  3  Forward Looking StatementsIn keeping with the SEC's "Safe Harbor" guidelines, certain statements made during this presentation could be considered forward-looking and subject to certain risks and uncertainties that could cause results to differ materially from those projected. When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend," or similar expressions, we intend to identify forward-looking statements. Such forward-looking statements include, but are not limited to, our business and investment strategy, our understanding of our competition, current market trends and opportunities, projected operating results, and projected capital expenditures. These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated including, without limitation: general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy, and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company's filings with the Securities and Exchange Commission. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the ability to successfully integrate Ashford Hospitality Trust, Inc. and FelCor Lodging Trust Incorporated; and the ability to recognize the anticipated benefits from the proposed combination of Ashford Hospitality Trust, Inc. and FelCor Lodging Trust Incorporated, including the anticipated synergies resulting from the proposed combination.Non-GAAP Financial MeasuresThis presentation includes certain non-GAAP financial measures, including but not limited to net operating income and EBITDA (collectively, “non-GAAP financial measures”). These non-GAAP financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with GAAP. EBITDA is defined as net income before interest, taxes, depreciation and amortization. EBITDA yield is defined as trailing twelve month EBITDA divided by the purchase price. A capitalization rate is determined by dividing the property's net operating income by the purchase price. Net operating income is the property's funds from operations minus a capital expense reserve of either 4% or 5% of gross revenues. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues. EBITDA, FFO, AFFO, CAD and other terms are non-GAAP measures, reconciliations of which have been provided in prior earnings releases and filings with the SEC.Ashford Trust believes that the presentation of these financial measures enhances an investor’s understanding of Ashford Trust’s and FelCor’s financial performance. Ashford Trust further believes that these financial measures are useful financial metrics to assess operating performance from period to period by excluding certain items that it believes are not representative of Ashford Trust’s and FelCor’s respective core businesses. Ashford Trust also believes that these financial measures provide investors with a useful tool for assessing the comparability between periods of Ashford Trust’s and FelCor’s respective abilities to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. Ashford Trust believes these financial measures are commonly used by investors in our industry to evaluate companies’ performance. However, the use of these non-GAAP financial measures in this presentation may vary from that of other companies in Ashford Trust’s and FelCor’s industry. These non-GAAP financial measures should not be considered as alternatives to performance measures derived in accordance with GAAP. 

 4  Background to the Proposal  Since early October 2016, Ashford Hospitality Trust, Inc. ("Ashford Trust", "AHT", or "We") has engaged in discussions with the Board of Directors of FelCor Lodging Trust Incorporated ("FelCor") regarding a business combination We strongly believe that a transaction between Ashford Trust and FelCor has compelling strategic, operational, and financial merits and aligns both companies' shareholders and management interests to deliver compelling long-term value to both Ashford Trust and FelCor shareholdersWe expect value creation of up to ~70% - 100% for FelCor shareholders and up to ~45% – 70% for Ashford Trust shareholdersWe are fully prepared to proceed immediately to complete due diligence and merger agreement negotiations, and are already among FelCor's largest shareholders, holding 4.5% of shares outstandingWe requested multiple times that FelCor share customary due diligence information with Ashford Trust, including historical property level financial information and hotel management agreements. FelCor was unwilling to do so even though we executed a mutual non-disclosure agreement on January 11, 2017. In addition, we also asked for an extension of the deadline to deliver notice of director nominations in order to facilitate further discussionsWe can only reasonably assume from FelCor's actions, including announcing the hiring of a new CEO and extending brand management contracts that we believe will adversely impact value, that FelCor is unwilling to engage in good faith discussions and seriously consider our proposal to create long-term value for all shareholdersGiven what we view as the FelCor board's long track record of underperformance, value impairment, and its unwillingness to engage with us in good faith, Ashford Trust has nominated a slate of highly qualified independent directors (see Appendix) to ensure that FelCor appropriately considers the sale of the company and our proposal and acts in the best interest of all FelCor shareholdersAs a result of our unsuccessful private attempts, we have decided our only path forward is to involve the shareholders of both companies through this public approach so that they can evaluate the merits of a combinationWe encourage shareholders to review the press release and our letter to the FelCor Board dated February 21, 2017, that we released for the full background on the history of the discussions  FelCor shareholders would receive a fixed exchange ratio of 1.192 Ashford Trust shares per FelCor share, a total of 400,000 shares of Ashford Inc., and a total of 100,000 warrants to purchase Ashford Inc. shares, which implies a purchase price of $9.27 per share1, representing:A substantial 28% premium to FelCor's current share price2  1. Based on closing prices of AHT and AINC as of 2/17/172. As of 2/17/17 

 Transaction Benefits  5  Significant Margin Enhancements and Synergy Opportunities  Significant Value Creation Potential for Both Sets of Shareholders  FelCor shareholders to receive a total consideration price of $9.27 per share1 which represents:A substantial 28% premium to current share price2A 23% premium to 10-day volume-weighted average price of $7.53An 11% premium to FelCor's 52-week high closing price of $8.34 on December 14, 2016All shareholders would benefit from the upside in the combined company including value from potentially significant synergies    1. Based on closing prices of AHT and AINC as of 2/17/172. As of 2/17/173. Adjusted for sale of FelCor's NYC assets  Ashford Trust management has a materially better track record of operational expertise, which we expect to drive substantial property level synergies through margin enhancements at FelCor propertiesManagement has demonstrated the ability to unlock value via large portfolio transactions, as evidenced by CNL Hotels & Resorts and Highland Hospitality Potential near term G&A and operational synergies of $18 - $30 million, with $18 million to be guaranteed for 1 year by Ashford Inc. Also expect additional NOI opportunities and flow-through enhancement over the long-termPotential value creation through near term synergies should entirely offset premium paid in the transaction    Creates One of the Largest Pure-Play Lodging REITs  Larger, more diversified portfolio with 159 properties and 36,657 keys3, limiting exposure to market-specific volatilityOne of the largest owners of Marriott/Starwood and Hilton branded hotelsEnhanced competitive advantage through the consolidation of two Dallas-based companies operating in the highly fragmented lodging REIT sector    We believe that shareholders will realize significant value creation 

 Transaction Benefits (cont.)  6  Strong and Flexible Balance Sheet  Leading Management Team, Alignment of Interest and Strong Corporate Governance  Maintains well-capitalized and flexible balance sheet to support growthPro forma combined company will have staggered debt maturities    Combined company to be led by Ashford management team with proven track record of delivering superior shareholder returnsStrong alignment with management through significant insider ownership, backed by shareholder-friendly corporate governance    Strategy and Outlook  Enhanced Size and Scale Benefits  Larger equity float and trading volume should improve pro forma company valuationBreadth of combined platform provides for expanded growth opportunitiesBroad-based access to multiple sources of capitalAshford's redevelopment and asset management capabilities to unlock value in both portfolios    Unlock significant and recurring operating synergies through active and focused asset management Efficiently and methodically execute on renovation, conversion, repositioning and redevelopment opportunitiesBring Ashford’s focus on driving cash flow and lower levels of portfolio volatility to combined portfolioPosition combined company as one of the largest owners of hotels, to benefit from increased scale in capital markets and transaction marketsCombination of size, scale and focus to drive cash flow and dividend growth while lowering financial and operating risks    We believe that shareholders will realize significant value creation 

 Our View: Key Considerations for Shareholders  7  Immediate 28% premium paid with long-term upside1Higher stock trading liquidity leads to even higher EBITDA multiple2Operational and G&A efficiencies estimated at $18 - $30 million annually with $18 million guaranteed by the Advisor, Ashford Inc. 138% increase in quarterly common dividendAshford’s 10-year total shareholder return ("TSR") of 75% as compared to FelCor’s 10-year TSR of negative 60%1Ashford’s strategy for FelCor’s assets vs. FelCor’s current strategyIf the industry does not consolidate with these two platforms here and now, then when and where?  Operational and G&A efficiencies estimated at $18 - $30 million with $18 million guaranteed by the Advisor, Ashford Inc.Attractive pricing for high quality, historically undermanaged assetsMultiple expansion due to higher RevPAR and increased common stock trading liquidityFelCor assets to be put through Ashford Trust’s well-regarded value maximization processIncreased scale leads to greater negotiating leverage and greater capital market access  1. Based on closing prices of AHT and AINC as of 2/17/172. Academic research supports the thesis that higher stock liquidity leads to higher valuation multiples: Liquidity, The Value of the Firm, and Corporate Finance - Amihud & Mendelson, 2008; The Value Impact of Stock Liquidity: An International Evidence - Huang, Wu, Yu and Zhang, 2013; Stock Market Liquidity and Firm Value - Fang, Noe and Tice, 2008; The Effects of Stock Liquidity on Firm Value and Corporate Governance: Endogeneity and the REIT Experiment - Cheung, Chung and Fung, 2015 

 A Compelling Proposal – Key Terms  Value Proposition  Purchase PriceWe are proposing a total consideration of $9.27 per each FelCor share, based on closing prices of AHT and AINC as of February 17, 2017, and comprised of the following per share amounts:$9.12: 1.192 shares of AHT, equivalent in the aggregate to approximately 58% ownership in the combined company;0.003 shares of Ashford Inc. ("AINC" or "Advisor"), equivalent in the aggregate to approximately 20% ownership in AINC; and0.001 warrants to purchase AINC shares with a strike price of $100 per share and an expiration date that is five years from the transaction closing dateG&A and Operational Synergies Guarantee1 Ashford Trust's advisor, Ashford Inc., is willing to stand behind the projected long-term, sustainable G&A and operational synergies that we are forecasting by offering:One year guarantee of up to $18 million from the Advisor—for repeatable G&A and operational synergies that are not one-time in natureThe actual payment, if needed, would come in the form of reduced fees paid to the AdvisorTo commence six months following completion of the transaction  1. Subject to due diligence, including access to property level information, and agreement to a target level of G&A and operational synergies. Final terms to be negotiatied2. Any such amendment to the advisory agreement would be subject to approval by independent committees of each respective company Board3. Ashford Hospitality Prime announcement of amendment to advisory agreement can be found at http://www.ahpreit.com/ResourceFiles/pdf/ahp-advisory-agreement-release.pdf4. Ashford Hospitality Trust Amended and Restated Advisory Agreement can be found at https://www.sec.gov/Archives/edgar/data/1232582/000123258215000095/amendedandrestatedtrust101.htm   Corporate Governance  Board RepresentationThree (3) FelCor directors will have the opportunity to join the board of AHTAshford Inc., has indicated that one (1) FelCor director will have the opportunity to join the board of Ashford Inc.Corporate Governance EnhancementsAdoption of market standard proxy access and intention to provide other refinements to governance to be announced in conjunction with a shareholder vote to approve the combination transactionSeparation of Ashford Trust's Chairman and CEO role  Advisory Agreement AmendmentsNegotiation and amendment of the advisory agreement planned within one year from the closing of the combination transaction to reflect recent similar amendments made between Ashford Hospitality Prime and Ashford Inc.2,3,4  Advisory Agreement  8 

 Illustrative Sources & Uses of Funds  9  As of 2/17/171. Excludes transaction fees and expenses 2. Based on current share prices of $7.65 and $7.23, for Ashford Trust and FelCor, respectively as of 2/17/17; fixed exchange ratio of 1.192x3. 6.2mm shares, or 4.5% of FelCor diluted shares outstanding4. Warrants and stock of AINC are valued based on AINC current market price ($50.49 as of 2/17/17)  Illustrative sources & uses assuming balance sheet figures as of 9/30/16 

       +     =                  Enterprise Value3    $5.0bn    $2.7bn    $7.3bn  Equity Market Capitalization3    $0.9bn    $1.0bn     $1.9bn   TTM Q3 2016 Revenue    $1,503mm    $877mm     $2,350mm  TTM Q3 2016 Hotel EBITDA    $493mm    $250mm4    $762mm5  TTM Q3 2016 Adjusted Corporate EBITDA    $441mm     $238mm     $697mm5   Hotels6    123     39    159   Guestrooms    25,988     11,268     36,657   2015 Comparable Hotels RevPAR     $114.30     $144.404    $125.30   States     31      14    34   Brands    Hilton: 29%, Marriott: 59%, Other: 12%    Hilton: 50%, Wyndham: 22%, Other: 28%    Hilton: 36%, Marriott: 46%, Other: 19%  10  Source: Company Filings as of 2/17/171. Not adjusted for the sale of FelCor's NYC assets2. Reflects transaction adjustments, including the sale of FelCor's NYC assets and estimated operational synergies; percentage changes reflect impact to Ashford Trust 3. Based on closing price as of 2/17/17  Creation of a Leading, High Quality Lodging REIT      2  The combination of Ashford Trust and FelCor is expected to create a stronger, more competitive REITAccretive growth opportunitiesGreater access to capitalEnhanced operational leverageLarger equity float  1  +56%  +55%  +58%  +29%  +41%  +10%  +10%  +48%  +116%  4. Excludes FelCor's The Knickerbocker5. Includes $18 million of operational and G&A synergies for illustrative purposes6. Includes consolidated and unconsolidated hotels 

 Pro Forma Company Would Have Balanced Geographic Diversification  11  1. Adjusted for sale of FelCor's NYC assets2. Based on economic room count, which reflects pro rata ownership of hotels  Transaction increases geographic diversity, limiting exposure to market-specific volatilityThe pro forma company features materially lower concentrations to markets with significant supply risk  Pro Forma Geographic Breakdown1,2  Asset Locations by City     Ashford Trust     FelCor  Asset Locations by State     Ashford Trust Only     FelCor Only     Both Ashford Trust and FelCor                                                                                                                                                                                                    Alaska                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

 Pro Forma Company Would Have Balanced Brand Diversification  12  The combined company would have a premium portfolio of brands, with top brand exposure reduced at both Ashford Trust and FelCorThe pro forma company would be one of the largest owners of Marriott/Starwood and Hilton branded hotelsWe believe that there is significant ability to unlock value through increased flows via operational enhancement and aggressive asset management  Pro Forma Brand Breakdown2  1. Adjusted for sale of FelCor's NYC assets; Based on number of hotels managed under existing management contracts2. Adjusted for sale of FelCor's NYC assets; Based on economic room count, which reflects pro rata ownership of hotels  Number of Rooms Owned at Pro Forma Company2  Other  Pro Forma Manager Type Breakdown1    

 Larger Balance Sheet, Improved Liquidity and Prudent Debt Strategy  13  Source: Company Filings as of 2/17/171. Adjusted for sale of FelCor's NYC assets   Ashford Trust has successfully executed its leverage policy, strategically using debt to maximize shareholder returnsProactive management of leverage through non-recourse, longer duration, mix of fixed and hedged floating-rate debt with laddered maturities  Targeted cash balance of 25% to 30% of market capitalizationStrong liquidity position affords optionality in balance sheet strategyHedges in place against economic shocks provide additional layer of downside protection Opportunistically look to replace FelCor corporate bonds  Net Debt / LTM EBITDA  Pro Forma Capital Structure1  Liquidity / Risk Management  Peer Avg.= 3.3x 

 We believe FelCor has a history of value impairment dating back to the early 2000sFelCor took total impairment charges of roughly $280 million ($4.50 per share) on 44 hotels identified for sale between Q4 2002 and the end of 2003The write-downs indicated a roughly 50% loss in value from the carrying cost of the assets  Our View: FelCor Has a Long History of Missteps and Poor Decision Making  FelCor Indexed Price Performance – IPO to Present  14    185% Underperformance  As of 2/17/171. Represents the average years of service of ~10 years for FelCor's tenured Board members; excludes the two newly appointed members in 2016 and two outgoing directors2. Lodging REIT peers are reflected over the relevant period and include CHSP, CLDT, DRH, HST, INN, HT, LHO, RLJ, and SHO  FelCor's strategies and portfolio positioning continue to lag peer performanceIn 2011, Morgans and the Royalton in NYC were purchased for $140 million and currently generate little to no EBITDA The Knickerbocker acquisition required cash outlay of nearly 20% of FelCor's equity value for full-scale redevelopment with low returns$38 million upfront costs to re-brand Wyndham managed properties as opposed to alternative brands Negatively impaired asset value by recently renewing brand management contracts    Value Impairment Balance Sheet Mismanagement Poor Strategic Decisions  We believe FelCor has consistently made questionable capital allocation decisionsBalance sheet mismanagement resulted in inability to pay preferred dividends over two yearsFelCor nearly doubled its share count via dilutive equity issuances in 2010 and 2011, contributing to steep declines in its stock pricePut in highly restrictive recourse bonds  2  FelCor Indexed Price Performance – Since 1/1/20071  2    35% Underperformance 

 Ashford Trust Track Record of Outperformance  Over the long and short-term, Ashford Trust has consistently generated total returns for its shareholders that exceed those of FelCor and the lodging REIT peer averageSince its IPO in 2003, Ashford Trust has delivered total shareholder returns of +184% vs FelCor and +44% vs the lodging REIT peer average1 Ashford Trust has also outperformed over the short-term, delivering total shareholder returns of +53% vs FelCor and +30% vs the lodging REIT peer average1 over the last twelve months  Long-Term AHT Relative TSR Performance  As of 2/17/171. Lodging REIT peers for TSR over relevant periods include CHSP, CLDT, DRH, HST, INN, HT, LHO, RLJ, and SHO  15  Short-Term AHT Relative TSR Performance  (Trailing 1-Year)  (Since AHT IPO 8/29/2003)  (Trailing 10-Years) 

 16  Value Creation Through Potential Operational Synergies    Historical Average EBITDA Flow-Through (%)2    Ashford Trust projects potential synergy opportunities of $18 - $30 million annually  Near-term synergy potential  Significant potential increase in synergies through capturing EBITDA flow  Base case projections for operational synergies are conservatively underpinned by cost saving initiativesThere is potential for incremental value creation through revenue growth  Ashford Trust has consistently outperformed FelCor on EBITDA flow-through and believes it will be able to apply its historical level of operational outperformance to comparable FelCor assets1We believe there are $18 - $30 million of near-term G&A and operational synergies and possibly more if proper due diligence information can be provided for our review  32.4%    10.8%    21.4%    FelCor  AshfordTrust  1. Based on review of public filings and the limited information provided by FelCor – subject to due diligence2. Hotel EBITDA flow-through is the change in Hotel EBITDA divided by the change in total revenues  Operational Synergy InitiativesRevenue optimizationRight-sized staffingRe-bid 3rd party agreementsDrive premium & ancillary revenuesReduced risk management costsEnergy initiatives and ROI projects 

 TTM Q3 2016 Revenue ($bn)  +28%  # of Hotels1  Peer Avg.= 57  +41%  +58%  Peer Avg.= 17.1  TTM Q3 2016 Corporate EBITDA ($mm)  # of Rooms (000's)2  Industry Leading Scale  17  Peer Avg.= 1.4  Peer Avg.= 413  Source: Company Filings as of 2/17/171. Includes consolidated properties only2. Based on economic room count, which reflects pro rata ownership of hotels3. Adjusted for sale of FelCor's NYC assets4. Adjusted for sale of FelCor's NYC assets and $18 million of operational and G&A synergies for illustrative purposes  +56%  The size and scale of the combined company will make it a leader among its lodging REIT peers The transaction will put it in the top 3 of pure-play lodging REITs based on hotels, rooms, revenue and EBITDA 

 Increased Size to Achieve Premium Valuation  18  The combined company is expected to be the 3rd largest pure-play lodging REIT by enterprise value, with 159 properties and 36,657 keys1We believe larger REITs have traded at higher premiums and lower discounts compared to smaller REITs throughout market cycles    Source: Company Filings as of 2/17/171. Adjusted for sale of FelCor's NYC assets; based on economic room count, which reflects pro rata ownership of hotels2. Includes pro-rata portion of JV debt and does not include transaction adjustments3. Does not include transaction adjustments 4. Per available consensus estimates; Quartile breakdown based on equity value as of the respective date  Total Enterprise Value ($mm)2,3  Premium / (Discount) to NAV by Size – Top Quartile vs. Bottom Quartile4  At RMZ High – 2/7/07  At RMZ Low – 3/6/09  Current - 2/17/17    Equity Value ($mm)3  Peer Avg.= 3,606  Peer Avg.= 5,062  PF Equity Value at Peer 2017E EV/EBITDA Multiple of 12.3x  PF Enterprise Value at Peer 2017E EV/EBITDA Multiple of 12.3x 

 19  Responses to FelCor's Objections  Objection: Ashford Trust has not increased the value or certainty of its offer…Our offer represents a significant premium to FelCor's existing stock price, and is well above the average premium for stock-for-stock mergers in the REIT sectorWe have demonstrated commitment to completing the transaction through our public and private statements and through our purchases of 4.5% of FelCor's outstanding common stockObjection: Ashford Trust wouldn't sign an NDA that has a traditional standstill agreement…Our requests to have FelCor extend its Board of Directors nomination deadline were ignored, which severely limited our ability to engage thoroughly without time pressure. It was only after hiring a new CEO that FelCor expressed any willingness to consider an extension, but under unacceptable terms for usThe proposed transaction is a superior alternative to FelCor shareholders staying the course with the current company Objection: Ashford Trust's external management structure isn't fair to FelCor shareholders…This transaction ensures tremendous alignment between FelCor shareholders and AINC. FelCor shareholders will have 25% ownership in AINC through the distribution of AINC shares and Ashford Trust's ownership in AINCAINC is also providing a substantial guarantee of $18 million of operational and G&A savings that are recurring in nature and accretive to shareholders going forwardObjection: FelCor shareholders will object to owning shares in an externally management platform…Many of FelCor's existing shareholders already own shares in Ashford Trust, and many of FelCor's shareholders have investments in other externally managed REITs  Objection: Additional information was not shared with Ashford Trust because Ashford Trust threatened to go hostile…Ashford Trust signed the non-disclosure agreement in good faith and is committed to keep private information we receive within the terms of the agreement, subject to our obligations under applicable lawObjection: Ashford Trust's governance proposal doesn't reflect the pro forma ownership of the platform…FelCor directors should not have a majority on the combined company's Board of Directors given the significant control premium Ashford Trust is paying and the track record of FelCor's directorsObjection: There is no assurance that the Ashford Trust advisory agreement will be amended…AINC has demonstrated the ability to renegotiate its advisory agreement with Ashford Hospitality Prime (material terms are public). An amended Ashford Trust advisory agreement would likely look similar, subject to Board approvalObjection: The warrants being offered as consideration have no certainty of value…The value of the warrants is appropriately reflected in the fair value calculationThe warrants improve alignment between FelCor shareholders and AINC, and could provide additional value depending on AINC's long-term success Objection: Ashford Trust has not provided a concrete, certain and verifiable plan to reduce leverage…Our plan for the combined company is to maintain Ashford Trust's leverage target of 55-60% net debt to gross assets. The combined company will be within this range 

 20  FelCor's Path Forward  Status Quo  Ashford Trust's Offer  Cash Buyer  Owner / Operators  Lodging REITs  Underperforming long-term shareholder returnsWeak EBITDA flows & asset performancePoor capital allocation historyUncertain strategy going forwardWait years for potential impact of new CEO  Immediate 28% premium and value creation via synergiesManagement team with best-in-class shareholder returnsSuperior asset managementImproved scale & liquidityClear strategyMaterially higher dividend  Many cash buyers impeded by recourse bond covenants  Recent renewal of brand management contracts impaired asset value and may result in less interest from owner / operators in acquiring FelCor  We believe Ashford Trust is the best fit strategically for FelCor's assets and capital structurePeer REITs are generally focused on either select service or higher RevPAR assets        Strategic Alternatives  Current Strategy 

 21  Ashford Advantage - Credible and Proven Strategy for Long-Term Value  We believe FelCor's stated strategy and next steps1 lack credibility and are risky for shareholders  We believe the Ashford management team will unlock the value of FelCor's portfolio with its proven successful strategy  Operational ExcellenceThoroughly review the operations of each assetImplement improved operations strategies & look for opportunities to geographically cluster asset operationsUse larger overall scale to renegotiate 3rd party contracts where savings are possibleReview each asset to determine long-term hold viabilityDetermine & execute strategy around Wyndham assetsReview portfolio for attractive ROI opportunitiesReview proposed redevelopment pipeline and verify viability and purposePrudent Leverage StrategyOpportunistically remove recourse bonds and replace with non-recourse, property-level debtOperate pro forma company at 55% to 60% net debt to gross assets levelAcquisitions and DispositionsLook for opportunities to grow the portfolio by buying attractive, accretive full service, upper upscale assetsFinalize and execute strategy around NYC assetsFinancial OutperformanceAshford's experienced management team has delivered superior total returns to shareholders versus FelCor and its other peers  We believe that Ashford Trust's long-term strategy for the FelCor portfolio, backed by its consistent outstanding total returns to shareholders, is superior to FelCor's uncertain standalone strategy  Operational Underperformance"Continually improve portfolio quality and EBITDA growth"FelCor consistently underperforms Ashford Trust in EBITDA Flow-Through"Enhance returns through redevelopment and repositioning"Repositionings could lead to near-term disruption and FelCor's property level strategies have historically been poorly executed"Market growth as a driver of internal growth"Reliance on market growth to create value is a passive and uncertain strategyMis-managed Leverage Strategy"Reduce leverage to long-term target"Poor balance sheet management and inability to use leverage strategically has impaired returnsExcessive deleveraging will dilute shareholder valueStalled Acquisitions and Dispositions"Recycle portfolio by selling hotels that do not meet investment criteria"NYC assets are still on the market—the once "flagship" strategy of the NYC Knickerbocker hotel demonstrates mismanagementFinancial Underperformance"Execute common stock repurchase program"Not a long-term solution and does not address fundamental operating issues to create long-term value  1. September 2016 Deutsche Bank Leveraged Finance Conference Investor Presentation  

 22  Ashford Trust Creates Value Through Active Asset Management    Historical 10-year EBITDA Flow-Through1  Ashford Trust's Brand-Managed Full-Service EBITDA Flow-Through Since 2011 (Current Portfolio)1  Source: Company Filings as of 9/30/161. Company Filings through 9/30/162. Includes CHSP, DRH, HST, HT, LHO, INN, RLJ, and SHO; Same-store flow information not available for CLDT   2  +18% Ashford Trust Outperformance      +11% Ashford Trust Outperformance    Ashford Trust's strategy for managing an Ashford Trust / FelCor combination is to enhance operations through:  Ashford management team creates value in both brand and non-brand managed assetsEBITDA flows at Ashford Trust's Full-Service brand-managed properties have also outperformed FelCor with average EBITDA flows of 55% since 2011Ashford Trust's broader portfolio has also produced significantly higher average EBITDA flow than FelCor and its peers in the last 10 years  Preventative Maintenance and Energy Cost Management  Risk Management & Property Taxes  Ownership Value Add  Strong Operational Performance Results  Effective Cost Controls  Superior RevPAR Penetration   Cost Management 

 Ashford added a revenue optimization team in Q3 2013, and has since made substantial RevPAR index (RPI) gains in each of the past 3 yearsBoth Remington and brand managed portfolios of hotels have grown share in each of the past 3 years        Ashford Cumulative RevPAR Index Gains1  Ashford Platform Drives Results  23    1. Includes all assets managed by Ashford; denotes cumulative RevPAR index gains from 2014 - 20162. The assets were all encumbered with brand management upon Ashford's acquisition and remain brand-managed3. 12-months post-acquisition  148.6%  74.3%  189.8%  Post-Acquisition EBITDA Flows3  Profitability Initiatives Undertaken  Recent Ashford Trust Acquisitions2  Increased parking rates and renegotiated agreement with operatorAssumed operational responsibility for Foshay Museum and increased profitabilityExtended term with existing tenant at higher lease ratesRelocating non-revenue producing concierge space and converting to a private dining room  Optimized staffing levelsIncreased parking rates and renegotiated agreement with operatorLeveraged underutilized exhibit space to attract additional group businessRenegotiated agreement with 3rd party audio visual company, increasing revenue split to property  Renegotiated parking agreement realizing a significant increase in parking revenueTerminated unprofitable restaurant manager and repositioned restaurant, improving cost containment Replaced incumbent billboard manager resulting in increased advertising revenueEliminated operational loss at Bliss Spa through restructuring 

 24  Ashford's Differentiated Management Structure to Benefit Pro Forma Company        Ashford Trust's manager, Ashford Inc., pioneered a unique, highly-aligned external management structureFelCor shareholders will benefit from Ashford Inc.'s proven successful capabilitiesMore than $55 trillion in assets globally are owned in externally-managed investment structures  Experienced lodging and real estate executives, who took Ashford Trust public in 2003 and have generated industry-leading shareholder returns, continue to lead the companyConsistent track record of closing large transactions and materially improving operations and value (see appendix)CNL Hotels & Resorts, Highland HospitalityBranding expertise and relationshipsExtensive network for transaction sourcingCapital markets expertise and proven approach to managing leverage  (Ashford Inc. / NYSE: AINC)              Transparency  Strong Corporate Governance  High alignment between Advisor and Shareholders  Can provide "key money" to Ashford Trust for acquisitions to enhance accretive growth (See appendix)  Significant 18% insider ownership in Ashford TrustAshford Trust significant 30% ownership in AdvisorHighly-aligned fee structure based on total market capitalization and total shareholder return  Publicly-traded external advisor, not typical of other externally-advised REIT structures  Independent BoardCharter and governance policy designed to address conflicts of interest      Differentiating Feature  Ashford Inc. Key Features  REIT Advisor Checklist 

 Most highly aligned management team among peers  25  Ashford Trust's Highly-Aligned Platform  Ashford Trust has a unique management structure that reinforces shareholder interestShareholder-friendly corporate governance also protects shareholder interest and we believe will be further strengthened by the adoption of proxy access and separation of the Chairman and CEO role, among other enhancements  Pro Forma Ashford Trust to own ~10% stake in Ashford Inc.  Former FelCor shareholders to own 25%1 stake in Ashford Inc. plus warrant consideration    +  Pro Forma Ownership in Advisor  Publicly Traded REIT Insider Ownership (%)    Pro forma Ashford Trust and former FelCor shareholders will share in the upside in Ashford Inc.  Peer Avg. = 2%  Source: Company Filings1. 25% ownership in AINC through the distribution of AINC shares and Ashford Trust's ownership in AINC2. Insider ownership for Ashford Trust includes direct and indirect interests & interests of related parties 

 Shared Benefit of Potential Long-Term Upside  As of 2/17/171. Based on current share prices of $7.65 and $7.23, for Ashford Trust and FelCor, respectively as of 2/17/172. Assumes $18mm in 2017E synergies capitalized at discount rate of 8.5%, pro forma ownership stake in illustrative value creation for Ashford Inc. due to managing FelCor portfolio; excludes transaction fees and expenses3. Based on 2021E EBITDA flow through synergy capitalized at discount rate of 8.5%, assumes 2000-bps EBITDA flow through improvement  A combination of Ashford Trust and FelCor presents a unique, deep value investment opportunity with a strong growth trajectory that we believe will create value for both sets of shareholdersOperational ImprovementsFundamental operating improvements to FelCor's assetsAchievable Multiple Expansion(i) enhanced scale; (ii) increased liquidity; (iii) lower cost of capital; (iv) improved asset management; and (v) enhanced corporate governance    Denotes value creation to FelCor shareholders from direct ownership of common shares and warrants in Ashford Inc.   Value Creation ($bn)  26  Near-Term Value Creation  Long-Term Value Creation  Potential multiple expansion  Capitalized near term synergies2 Uplift in Ashford Inc.2Sale of NYC Assets              Assumes 3.0% Avg. Revenue Growth Rate3    Assumes 5.0% Avg. Revenue Growth Rate3              Up to ~70% - 100% Value Creation  Up to ~45% - 70% Value Creation 

 Long-Term Strategy for the Combined Company  27  Industry-leading size, scale and diversity of the combined portfolioOpportunities to grow through accretive acquisitionsWell-capitalized and flexible balance sheet to support future growthValue creation through increased flows from operational enhancement and aggressive asset managementLeverage Ashford's platform to further drive upside at the combined companyCommitment to strong corporate governance and alignment with all shareholders 

 28  Key Takeaways  We strongly believe that Ashford Trust's proposal offers FelCor shareholders an immediate, significant premium and long-term value creation  Ashford Trust’s demonstrated track record of delivering outsized returns would maximize value for both shareholder bases  FelCor properties will have the opportunity to benefit from Ashford Trust's leading operational expertise, which we believe will drive substantial property level synergies  The combined company will have a diverse portfolio of brands, with top brand exposure reduced at both Ashford Trust and FelCor  Positive financial impact while maintaining balance sheet strength, improving equity float and stock liquidity for shareholders 

 29  Appendix 

 Key TakeawaysMarket reaction to Ashford Trust's takeover of the portfolio was strong, with Ashford Trust's share price increasing 43%1The transaction modestly increased leverage from 55% to 61%2Ashford Trust's aggressive asset management strategy led to significant improvement in hotel performanceAshford achieved a ~30% IRR over seven years and a 3.0x equity multiple  History of Creating Value Through Creative M&A  30  A recent example was the successful ownership takeover of the $1.7 billion Highland Hospitality portfolio, which added 19 full-service and nine select-service hotels to the Ashford Trust platformNear and long-term value was created by structural, financial, and operational expertiseApplying Ashford's expertise to FelCor's portfolio is expected to lead to similar results  1. Based on pre-announcement closing price of $5.89 / share on 3/10/11 and closing price of $8.44 / share on 5/31/112. Change in reported Debt / GAV per Q4 2010 and Q1 2011 Ashford Trust filings  In 2008, formed a JV with PREI, acquiring a mezz 6 tranche secured by the $2.2bn Highland portfolio ($17.5mm /25% share of investment)  JV acquired a mezz 4 tranche in the portfolio at a substantial discount (Ashford Trust invested $15mm) to protect its investment and gain leverage  Contributed $150mm and formed a new JV with PREI (72% Ashford Trust / 28% PREI) to take ownership of the Highland portfolio through a consensual foreclosure ($1.3bn total consideration)   In 2015, bought out PREI’s ownership interest to achieve 100% ownership  Case Study: Highland Hospitality Transaction      Extraordinary Ashford asset management results  Hotel EBITDA Flow-Through  Ordinary asset management results 

 Use of Key Money to Drive Growth          Advisor can provide "key money" for acquisitions to enhance accretive growth for Ashford TrustKey money will expand opportunities for attractive acquisitions  Overview of Le Pavillon226 keys and ~7,800 square feet of meeting space1Located in the heart of downtown New Orleans, the Le Pavillon Hotel sits adjacent to the historic French Quarter, only five blocks from the celebrated music clubs of Bourbon Street and the famous restaurants and antique shops of Royal StreetBuilt in 1907, the Le Pavillon Hotel is a member of Historic Hotels of America, Leading Hotels of the World and has been the recipient of AAA's four-diamond award since 1996. Additionally, the Le Pavillon Hotel was named to the "Gold List" by Conde NastLe Pavillon Hotel is managed by Remington Lodging  1. At acquisition on 6/11/15   31  Case Study: Le Pavillon Acquisition   Key TakeawaysOn June 11, 2015, Ashford Trust announced it had completed the acquisition of the 226-room Le Pavillon Hotel for total consideration of $62.5 million in cash ($277,000 per key)Advisor provided $4 million in key money consideration to Ashford Trust in support of the acquisitionThe key money provided was a win for Ashford Trust, allowing it to purchase an asset with better returns 

 A New and Highly Qualified Board to Serve All Shareholders          Keith O. Cowan 16 years of experience as telecommunications executiveCEO of Cowan Consulting Corporation LLCSpecializes in capital markets, M&A, corporate transactions, executive leadership, risk oversight and management, government relations, marketing and consumer products Spent 14 years as an attorney at a major US law firm; public and private board member experience  32  Ashford Trust has nominated a slate of independent directors  Marvin Banks30 years of real estate experience President of M Banks Realty Partners Chairman of BluTrend, a technology firm focused on back office automation for multifamily real estate firmsSpent 15 years at Gables Residential as CFO and a member of the Executive CommitteeCertified public accountant  Jeffrey N. Lavine25 years of experience in commercial real estate President of Deerwood Real Estate Capital, a commercial mortgage brokerage firmFormer Principal of JN Lavine Advisors, providing consulting and advisory services to clients in real estate and capital marketsFormer Managing Director and Co-Head of the US, European and Japanese Commercial Real Estate Group of SNB StabFund, a workout fund of distressed commercial real estate assets  Christos Megalou30 years of experience in management, banking, mergers and acquisitions, and capital markets Founder and Managing Director of Tite Capital Limited, a private financial consultancy companyFormer CEO and Chairman of the Executive Board of Eurobank Ergasias SA, one of the four systemic banks in GreeceCurrently a Distinguished Fellow of the Global Federation of Competitiveness Councils in Washington, D.C. and Deputy Chairman of the Hellenic Bank Association of Greece  

 A New and Highly Qualified Board to Serve All Shareholders          Daniel E. Schmerin8 years of investment experience and over 5 years of government experience Director of Investment Research at Fairholme Capital ManagementPreviously COO for the Legacy Securities Public-Private Investment Program in the TreasuryServed in the Executive Office of the President at the White House and in the Bureau of Economic and Business Affairs at the US Department of State  33  Ashford Trust has nominated a slate of independent directors  Gregory Z. Rush24 years of experience in institutional real estate; Board member experience at public REITManaging Member of Rush Capital Partners LLC, an investment firm that focuses on value-add and opportunistic real estate investments Former Partner, Managing Director and investment committee member for Dune Real Estate PartnersFull Member of the Urban Land Institute  John Mark Ramsey19 years combined real estate healthcare experience totaling over $4.0bnPresident and Chief Executive Officer of Sentio Healthcare Properties, Inc. Co-Founder and Chief Executive Officer of Sentio Investments, LLC, which offers flexible real estate capital solutions Former SVP of Investments for CNL Retirement Properties (now Health Care Property Investors, Inc.; NYSE: HCP) 

 Merger Proposal to Create Leading Lodging REIT and Unlock Value for ShareholdersAshford Hospitality Trust & FelCor Lodging TrustFebruary 21, 2017   

EX-99.2

Filed by Ashford Hospitality Trust, Inc.

(Commission File No. 001-31775) pursuant

to Rule 425 under the Securities Act of

1933 and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange

Act of 1934

Subject Company: FelCor Lodging Trust Incorporated

Commission File No. 001-14236

Exhibit 99.2

  NEWS RELEASE

ASHFORD HOSPITALITY TRUST PROPOSES TO ACQUIRE FELCOR

LODGING TRUST AT A SIGNIFICANT PREMIUM OF 28% PER SHARE TO

CREATE COMPELLING LONG-TERM SHAREHOLDER VALUE

Combined company would result in the third-largest pure-play publicly traded lodging REITby enterprise value

FelCor's Board of Directors has failed to meaningfully engage and provide necessary due

diligence information; Ashford Hospitality Trust seeks to conduct constructive dialogue to

further explore the significant value creating opportunity

FelCor shareholders would experience a dividend increase of over 138% in the combined company

DALLAS, February 21, 2017 – Ashford Hospitality Trust (NYSE: AHT) (“Ashford Trust” or the “Company”), a real estate investment trust focused on investing in the hospitality industry in upper upscale, full-service hotels, announced today that it has submitted a non-binding proposal to acquire FelCor Lodging Trust (NYSE: FCH) (“FelCor”) for a total consideration of $9.27 per share, based on closing prices as of February 17, 2017. FelCor shareholders would receive a fixed exchange ratio of 1.192 shares of Ashford Trust, a total of 400,000 shares of Ashford Inc. (NYSE MKT: AINC), and a total of 100,000 warrants to purchase Ashford Inc. shares. This offer, based on Ashford Trust’s written non-binding proposal to FelCor’s Board of Directors on February 21, 2017, represents a substantial premium of 28% over FelCor’s current stock price of $7.23 on February 17, 2017, a 23% premium to the 10-trading day volume weighted average price, and an 11% premium to FelCor's 52-week high closing stock price of $8.34 on December 14, 2016.

Ashford Trust believes that the proposed combination has compelling strategic, operational, and financial merit, presenting the shareholders of FelCor and Ashford Trust with a significant value creation opportunity. The combined company would be the second-largest pure-play publicly traded lodging REIT by room count and the third-largest by enterprise value.

Ashford Trust has attempted to conduct good faith discussions with FelCor since early October 2016. However, even with a fully-executed non-disclosure agreement in place, FelCor has failed to meaningfully engage and has refused to provide customary information, including historical property level financial information, hotel management contracts, franchise/license agreements, consolidated financial projections, and other documents on Ashford Trust's customary due diligence request list, which information would allow Ashford Trust to fully evaluate this significant opportunity to unlock value for shareholders of both companies. As a result, Ashford

Trust, in consultation with its financial and legal advisors, has now decided to make the proposal public in order to inform FelCor's shareholders of its intent.

“The benefits of this proposal are compelling. We believe the combination would provide significant strategic and financial benefits to both sets of shareholders and create a clear path towards considerable long-term value creation far in excess of FelCor’s standalone prospects. Ashford Trust has a proven, long-term track record of delivering substantial returns to shareholders through a wide variety of strategic initiatives, including transformative transactions, and we believe shareholders will view our proposal favorably. While it remains our strong desire to reach an agreement with FelCor on a friendly basis, we are fully committed to pursuing this transaction and are prepared to take all necessary steps to complete it, including nominating a slate of independent directors to ensure that FelCor appropriately considers our proposal,” said Benjamin J. Ansell, Lead Director of Ashford Trust.

In a letter to FelCor’s Board of Directors, Ashford Trust detailed the potential strategic and financial benefits of the proposed combination, including:

· Significant value creation potential for both sets of shareholders;

· Operational and G&A efficiencies;

· Creation of the third largest pure-play lodging REIT by enterprise value with a larger and more diversified portfolio of 159 properties and 36,657 keys, limiting exposure to market specific volatility;

· Enhanced scale of combined platform should enable a larger equity float and trading volume that could lead to multiple expansion with increased growth opportunities and broad-based access to multiple sources of capital;

· Strong balance sheet;

· Leading management team at Ashford Trust with proven track record of delivering significant shareholder returns;

· Strong alignment of interest with management through high insider ownership, backed by shareholder friendly corporate governance; and

· A clear and credible strategy for the pro forma combined company.

INVESTOR CALL AND SIMULCAST

The Company will host a conference call on February 21, 2017 at 9:30 a.m. ET to deliver a presentation on the proposed combination opportunity.  The presentation has been posted on the Company’s website at www.ahtreit.com under the “Investor” section.  The number to call for this interactive teleconference is 877-876-9174. A replay of the conference call will be available through February 28, 2017, by dialing 888-203-1112 and entering the passcode, 4671569.

The Company will also provide an online simulcast and rebroadcast of this call, which will be available online at the Company’s web site, www.ahtreit.com on February 21, 2017 beginning at 9:30 a.m ET. The online replay will follow shortly after the call and continue for approximately one year.

A copy of the letter delivered to FelCor’s Board of Directors on February 21, 2017 is included below:

February 21, 2017

The Board of Directors: Mr. Christopher J. Hartung, Mr. Glenn A. Carlin, Mr. Thomas J. Corcoran, Jr., Mr. Robert F. Cotter, Ms. Patricia L. Gibson, Mr. Steven R. Goldman, Ms. Dana Hamilton, Mr. Charles A. Ledsinger, Mr. Robert H. Lutz, Jr. and Mr. Mark D. Rozells

FelCor Lodging Trust Incorporated

125 E. John Carpenter Freeway, Suite 1600

Irving, Texas 75062

Dear Members of the Board:

Over the past several months, we have engaged in discussions with you regarding a business combination of FelCor Lodging Trust Incorporated (“FelCor”) and Ashford Hospitality Trust, Inc. (“Ashford”, “AHT” or “We”).  Ashford continues to believe that a transaction between Ashford and FelCor has compelling strategic, operational, and financial merit.  A combination presents both FelCor and Ashford shareholders with a value creation opportunity and will additionally provide the shareholders of FelCor an immediate premium for their shares and a material increase in their dividend.

At this point, you have left us no choice other than to make our proposal public.  We want your shareholders to understand our attractive proposal.  We are not only making our proposal public, but also nominating seven (7) directors for election to FelCor's board due to your lack of responsiveness and willingness to engage with us seriously.  The goal of these directors, if elected, will be to diligently work to maximize value for FelCor shareholders by evaluating all options, including engaging with Ashford in a more meaningful fashion regarding our proposal, in accordance with their fiduciary duties.  We are confident that this highly qualified group of independent director nominees will be supported by your shareholders and will diligently work to maximize value for FelCor shareholders.

Background

Since October 2016, Ashford Trust and/or its advisors have privately conducted more than twenty meetings, phone conversations, and written correspondence with FelCor and/or its advisors discussing the substance and merits of a combination.  Even though we executed a mutual non-disclosure agreement on January 11, 2017, you have been unwilling to share usual and customary information with us, including historical property level financial statements and property management agreements.  Notwithstanding, we enhanced our proposal in our February 2, 2017 letter to FelCor's Board of Directors, as requested, based on your feedback and our sincere and determined interest in consummating this value creating transaction.  We were extremely disappointed by your response letter on February 8, 2017 in which you rejected our revised proposal in an unconstructive manner and attacked the seriousness and substance of our proposal.  It was an absolute validation of what we believe to be your disregard to maximize value for your shareholders.  Maximizing shareholder value is paramount for Ashford as evidenced by our significant long-term shareholder return outperformance.  We asked you back in October not to extend your brand-managed property management agreements that we believe were set to expire in an effort to maximize value for your shareholders.  Nevertheless, you subsequently announced that you extended those contracts, which we believe negatively impacted value for your shareholders.  We are even more disappointed to learn that, despite a substantial value enhancing proposal on the table, you have decided to proceed and announce the hiring of a new chief executive officer and deprive your shareholders fair consideration of our proposal.  We can only reasonably conclude from your actions that you are unwilling to engage in good faith discussions regarding a mutually beneficial transaction, and that your actions to

date have been taken to merely provide the illusion of engagement if our proposal were ever to become public.  Perhaps we should not be surprised by the actions of the FelCor Board which only seem to be self-serving, considering that the tenured members of FelCor's Board¹  have served as directors for an average of more than ten years.  It is our understanding that a transaction committee of your Board consisting of Mr. Carlin, Mr. Hartung, Mr. Ledsinger, and Mr. Rozells was formed to review our proposal and ultimately rejected it.  This decision follows similar poor decisions you have made in your oversight of FelCor during your respective tenures as directors.  The table below shows the total shareholder return (“TSR”) for FelCor as compared to AHT and the Bloomberg Hotel REIT Index since each of the following directors joined the board²:

Board Member (Year Joined the Board)	FCH TSR vs. AHT TSR	FCH TSR vs. Bloomberg Hotel REIT Index TSR
Mr. Ledsinger3 (Completion Date of Ashford IPO – August 29, 2003)	-184%	-153%
Mr. Rozells (2008)	-256%	-79%
Mr. Carlin (2009)	-175%	-43%
Mr. Hartung (2010)	-60%	-43%
Source: Bloomberg as of 2/17/17

FelCor has delivered the worst total return for shareholders among lodging REIT peers over the past ten years, but the FelCor Board has not been held accountable for such performance and its poor track record of decision making.  In light of the FelCor's Board's failure to appropriately consider our value-enhancing proposal, we believe that the time has come to take appropriate and reasonable steps intended to result in prompt and fair consideration of our proposal on behalf of FelCor shareholders.

As we had provided in our February 2, 2017 letter to FelCor's Board of Directors, the following are the key components of our proposal:

Value Proposition

We are proposing a total consideration of $9.27 per each FelCor share, based on a closing price of AHT as of February 17, 2017 and comprised of the following per share amounts:

i. A fixed exchange ratio of 1.192 AHT shares per FelCor share, equivalent in the aggregate to an approximate 58% ownership in the combined company;

ii. 0.003 shares of Ashford Inc. (“Advisor” or “AINC”), equivalent in the aggregate of 400,000 shares and approximately 20% ownership in AINC; ⁴ and

iii. 0.001 warrants to purchase Ashford Inc. shares with a strike price of $100 per share and an expiration date that is five years from the transaction closing date, equivalent in the aggregate of 100,000 warrants.

We note that our previous total consideration of $9.31 per share has been reduced by $0.04 per share for incremental change of control costs that we would now incur as a result of appointing the new CEO.  Despite the value leakage that your ill-advised action created, our purchase price represents a substantial 28% premium to the closing price of FelCor's stock on February 17, 2017, a 23% premium to the 10-trading day volume weighted average price, and an 11% premium to FelCor's 52-week high closing stock price of $8.34 on December 14, 2016.

¹ Excludes the two newly appointed members in 2016 and two outgoing directors

² Includes directors on the Transaction Committee

³ Mr. Ledsinger joined the FelCor Board in 1997

⁴ Ashford Inc. shares will be distributed from the shares currently owned by AHT

Our offer not only provides a substantial premium to FelCor shareholders, but also provides the opportunity for FelCor shareholders to meaningfully participate in the upside of both AHT and Ashford Inc. shares resulting from the transaction.  Furthermore, FelCor shareholders will receive a 138% increase in their quarterly dividend in the combined company.

Ashford Inc. believes there may be approximately $18 - $30 million of operational and G&A efficiencies from this combination of Ashford and FelCor and is willing to stand behind a significant portion of the projected long-term, sustainable operating and G&A improvements that we are forecasting by offering a one (1) year guarantee of up to $18 million (sustainable operational and G&A synergies), commencing six (6) months following the completion of the transaction.  The actual payment of this guarantee, if needed, would come in the form of reduced advisory fees paid to the Advisor.  In order to finalize the terms of this guarantee as well as validate our underwriting, we again seek your cooperation in providing us with access to customary data, including property level financial information.  We believe the offer of this guarantee provides greater certainty over the operational improvements that the combined company will generate.

Finally, research has shown that higher common stock trading volume has led to higher valuation, all other variables held constant.  The greater float attained by combining our companies could lead to multiple expansion to the lodging REIT peer average.

Corporate Governance Enhancements and Advisory Agreement Amendments

As part of our proposal, we will make the following corporate governance enhancements and advisory agreement amendments:

· We will adopt proxy access and are willing to work with you to provide other refinements to governance to be announced in conjunction with the shareholder vote to approve the combination;

· Three (3) FelCor directors will have the opportunity to join the board of AHT and our advisor, Ashford Inc., has indicated that one (1) FelCor director will have the opportunity to join the board of Ashford Inc.;

· As announced today, we are separating AHT's Chairman and CEO roles, which is consistent with what we told you we would do; and

· We will seek to negotiate and amend the advisory agreement within one year of combining our companies to reflect similar recent amendments made between Ashford Hospitality Prime and Ashford Inc., where applicable.  Any such amendment to the advisory agreement will be subject to approval by independent committees of both the AHT and Ashford Inc. Boards.

Strategic Rationale

We believe the business and strategic logic of this combination is clear, and we are confident in our view that our proposed transaction will provide significant benefits and lead to long-term value creation for both companies' shareholders.  In fact, we believe the substantial overlap between the shareholders of FelCor and Ashford will reinforce the benefit from the value-creating combination of our two companies and that such shareholders will be highly supportive of the transaction.  There are many benefits of this combination for FelCor shareholders including:

· Immediate 28% Price Premium⁵ and Participation in Long-Term Upside.  Our proposal offers immediate upside to your shareholders and a significant premium relative to typical REIT merger transactions that have premiums in the 10-15% range.

⁵ Based on closing prices as of 2/17/17

· Higher Stock Liquidity Leads to Better Valuation.  Academic research supports the thesis that higher stock liquidity leads to higher valuation multiples.⁶  We have also found consistent industry data that supports this conclusion as well.

· Estimated Operational and G&A Synergies of $18 - $30 million with $18 million back-stopped by Ashford Inc.  We see the potential for meaningful value creation through the capitalized value of up to tens of millions of dollars in estimated annual operational synergies.  We have shared with you historical comparisons of Ashford’s consistent outperformance relative to FelCor on EBITDA flow-through.  After comparing metrics between our comparable properties, we continue to believe that we will be able to bring this same level of operational outperformance to FelCor's assets.  We expect further due diligence would support our analysis.

· A 138% Increase in Common Dividend of the Combined Company.  We plan to maintain our current common dividend post combination, which would result in a 138% increase in the common dividend for your shareholders.

· Ashford’s Superior Performance vs. FelCor’s Poor Performance.  We have outperformed both FelCor and the industry average since our IPO in 2003.  Your shareholders have suffered significantly from your underperformance.  Ashford Inc. and this management team have a proven and measurable track record in delivering exceptional operational and asset management performance.  Our structure provides solid shareholder alignment through AHT's ownership of Ashford Inc. shares as well as Ashford Inc. management's substantial ownership in our stock.  The benefits of our platform have been demonstrated through AHT's sizable share price and total return outperformance versus the industry peers.  Over the past 10 years, AHT has materially outperformed its peers and delivered total shareholder returns of approximately 75% compared to negative (60%) for FelCor and (12%) for other lodging REITs.  Furthermore, the decrease in the value of FelCor's share price since FelCor announced the appointment of a new CEO is an indication that FelCor shareholders disagree with the decision to proceed with your stated strategies rather than sell the Company.  Under our proposal, FelCor shareholders can expect to benefit from the proven successful capabilities of the Ashford Inc. management team.

· Ashford’s Superior Strategy vs. FelCor’s Misguided Strategy.  We have posted an investor presentation on our website⁷ that walks through our credible and proven strategy for long-term value creation, which we believe is superior to the strategy that you have communicated to the market.

· Calls For Industry Consolidation and Sale of Company.  Several of your investors have spoken publicly about their desire to see a sale of FelCor.  At the same time, investors and analysts in our sector have been calling for industry consolidation.  We see this as the perfect opportunity for consolidation, especially as size will be an increasingly important factor in public market trading and because we believe that there are significant synergies and seamless integration potential, as both companies are based in Dallas.

We are confident that our proposal is economically and strategically compelling to your shareholders.  We believe your shareholders are ready for and deserve a change.  In the last ten years, FelCor's total return has been a negative 60%, resulting in value impairment of nearly $845 million, while management and the board have spent over $260 million in G&A expenses.  During this time, we believe FelCor has made multiple inferior capital allocation decisions and strategy shifts.  A sample of what we view to have been inferior decisions includes:

· An ill-timed investment into New York City and subsequent announcement of your intention to exit New York City.

⁶ Liquidity, The Value of the Firm, and Corporate Finance - Amihud & Mendelson, 2008; The Value Impact of Stock Liquidity: An International Evidence - Huang, Wu, Yu and Zhang, 2013; Stock Market Liquidity and Firm Value - Fang, Noe and Tice, 2008; The Effects of Stock Liquidity on Firm Value and Corporate Governance: Endogeneity and the REIT Experiment - Cheung, Chung and Fung, 2015.

⁷ www.ahtreit.com

· Your recent renewal of certain brand property management contracts, despite our recommendation to hold off on sending those.

· Spending millions in capital expenditures to convert assets to different brands that have not delivered attractive returns.

· Equity raises at very dilutive prices.

Now FelCor has hired a new chief executive officer to lead the company, forcing shareholders to again take the risk of furthering this Board's agenda rather than engage in a merger with Ashford and a management team that has materially outperformed FelCor.  We believe your shareholders deserve to hear a better alternative.  Our proposal provides a significant and immediate premium to the current FelCor share price as well as the substantial future upside in our combined company.  Furthermore, we believe that our proposal has a unique competitive advantage for your shareholders over many cash proposals as we are able to utilize a structure as a REIT that allows us to leave the existing secured and unsecured notes in place.  Therefore, we believe will avoid the need to pay a significant make whole premium to redeem these notes.  We are also prepared to make any required change of control offer required by either of the indentures governing such notes.  We are already far along in the process of securing financing commitments for this purpose so there will be no financing contingency in our binding contract.  In fact, UBS Investment Bank has already indicated to us that it is highly confident that it can raise the required financing.  We believe that cash buyers would be burdened by the significant make-whole provision required to redeem your bonds at the current time.  It is our view that recent renewal of brand management contracts has impaired value and may lead to declining interest from other management companies.  We also believe offers from other publicly-traded REITs are unlikely, given Ashford has the most similar assets and investment strategy to FelCor.  Overall, we believe our proposal offers the best outcome for FelCor shareholders.

Next Steps

As we have communicated to you many times in the past, it was never our desire to make our proposal public without your support.  However, you have left us with no choice.  We have a duty to our shareholders to pursue value maximizing opportunities on their behalf and believe it is imperative that we continue to work towards effecting a combination.  As you know, we have already acquired a 4.5% stake in FelCor, making us one of your largest shareholders.  We along with our advisers, UBS Investment Bankand Cadwalader, Wickersham & Taft LLP, are prepared to engage immediately with FelCor and its advisors.  Assuming ready access to management and detailed company information, we are fully prepared to conclude our due diligence review within 30 days, concurrently with the negotiation of a definitive merger agreement.  We are also prepared to continue to provide due diligence information to FelCor.  As we have indicated to you, and because the Board of FelCor has been unwilling to engage with us in good faith, we are nominating a slate of independent directors to ensure that FelCor appropriately considers our proposal.  We have identified a highly competent, experienced and entirely independent slate of directors willing to run for election to the FelCor Board.

Our proposal contained in this letter is preliminary and non-binding, and does not create any legally enforceable obligation of AHT, our Advisor or FelCor unless and until a definitive agreement is signed, which would contain customary terms and conditions.  Any final proposal is subject to the completion of a due diligence review, the final approval of our respective boards and the negotiation and execution of mutually acceptable definitive transaction agreements.

It is our hope that the members of the FelCor Board will carefully evaluate the financial and operational benefits of this now-public proposal and elect to engage in a constructive dialogue with us so that, together, we can expeditiously execute this very compelling and transformative strategic business combination.

Sincerely,

Benjamin J. Ansell

Lead Independent Director

Ashford Hospitality Trust Inc

Cc:	Mr. Jonathan H. Yellen
	EVP, General Counsel

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.

Ashford has created an Ashford App for the hospitality REIT investor community.  The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”

Contacts

Ashford Hospitality Trust	Media	MacKenzie Partners, Inc.
Deric Eubanks Chief Financial Officer (972) 490-9600 Jordan Jennings Investor Relations (972) 778-9487	Lex Suvanto (212) 729-2463 Lex.suvanto@edelman.com Kara Brickman (212) 729-2443 Kara.brickman@edelman.com	Paul Schulman/Bob Marese (212) 929-5500 (800) 322 -2885

Forward Looking Statements

Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties.  When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend,” or similar expressions, we intend to identify forward-looking statements.  Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Hospitality Trust, Inc.’s (“Ashford Trust”) control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation:  general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition.  These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.  In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the ability to successfully integrate Ashford Trust and FelCor Lodging Trust Incorporated (“FelCor”); and the ability to recognize the anticipated benefits from the proposed combination of Ashford Trust and FelCor, including the anticipated synergies resulting from the proposed combination.

The forward-looking statements included in this press release are only made as of the date of this press release.  Investors should not place undue reliance on these forward-looking statements.  We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

Additional Information

This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Ashford Hospitality Trust, Inc. (“Ashford Trust”) has made for a business combination transaction with FelCor Lodging Trust Incorporated (“FelCor”). In furtherance of this proposal and subject to future developments, Ashford Trust (and, if a negotiated transaction is agreed, FelCor) may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Ashford Trust or FelCor may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ASHFORD TRUST AND FELCOR ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD TRUST, FELCOR AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they become available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Ashford Trust’s Investor Relations department at Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling Ashford Trust’s Investor Relations department at (972) 490-9600. Investors and security holders may obtain free copies of the documents filed with the SEC on Ashford Trust’s website at www.ahtreit.com under the “Investor” link, at the “SEC Filings” tab.

Certain Information Regarding Participants

Ashford Trust and Ashford Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Ashford Trust’s directors and executive officers in Ashford Trust’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 25, 2016. You can find information about Ashford Inc.’s directors and executive officers in Ashford Inc.’s definitive proxy statements for its most recent annual meeting and special meeting filed with the SEC on April 28, 2016 and October 7, 2016, respectively. You can find information about FelCor’s directors and executive officers in FelCor’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 14, 2016. These documents are available free of charge at the SEC’s web site at www.sec.gov and (with respect to documents and information relating to Ashford Trust) from Investor Relations at Ashford Trust, as described above.  Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other related documents filed with the SEC if and when they become available.

-END-

EX-99.3

Filed by Ashford Hospitality Trust, Inc.

(Commission File No. 001-31775) pursuant

to Rule 425 under the Securities Act of

1933 and deemed filed pursuant to

Rule 14a-12 under the Securities Exchange

Act of 1934

Subject Company: FelCor Lodging Trust Incorporated

Commission File No. 001-14236

Exhibit 99.3

  NEWS RELEASE

ASHFORD HOSPITALITY TRUST NOMINATES SEVEN HIGHLY-

QUALIFIED, INDEPENDENT CANDIDATES FOR ELECTION TO THE

BOARD OF FELCOR LODGING TRUST

Ashford Hospitality Trust Proposes to Acquire FelCor Lodging Trust at a Significant Premium

of 28% to Create Compelling Long-Term Shareholder Value

FelCor Shareholders Deserve a Board That Will Act in the Best Interest of Shareholders by

Seriously Engaging with Ashford Trust on this Compelling Value Creation Opportunity

DALLAS, February 21, 2017 – Ashford Hospitality Trust (NYSE: AHT) (“Ashford Trust”), owner of 4.5% of the outstanding common shares of FelCor Lodging Trust Incorporated (NYSE: FCH) (“FelCor”), today announced that it is nominating a slate of seven highly-qualified, independent directors for election to FelCor’s Board of Directors at the 2017 Annual Meeting of Stockholders.

This slate of highly competent director nominees -- together possessing relevant expertise, investment acumen, and management experience -- Ashford Trust believes will be able to implement significant, value-creating change at FelCor, and as a part of this, would evaluate all options to maximize value including engaging with Ashford Trust in a more meaningful fashion, in accordance with their fiduciary duties.

In a separate announcement today, Ashford Trust disclosed that it has submitted a non-binding proposal to acquire FelCor for a total consideration of $9.27 per share comprised of a fixed exchange ratio of 1.192 shares of Ashford Trust, 0.003 shares of Ashford Inc., and 0.001 warrants to purchase Ashford Inc. shares in exchange for each share of FelCor. This offer, based on Ashford Trust’s written non-binding proposal to FelCor’s Board of Directors on February 21, 2017, represents a substantial premium of 28% over FelCor’s current stock price of $7.23 on February 17, 2017, a 23% premium to the 10-trading day volume weighted average price, and an 11% premium to FelCor's 52-week high closing stock price of $8.34 on December 14, 2016.

Ashford Trust strongly believes that the proposed combination has compelling strategic, operational, and financial merit, presenting the shareholders of FelCor and Ashford Trust with a significant value creation opportunity.

Over the past several months, Ashford Trust has repeatedly tried to engage in substantive discussions with FelCor regarding its proposal. Even though FelCor entered into a mutual non-disclosure agreement with Ashford Trust, FelCor has been

unwilling to share usual and customary information with us, including historical property level financial statements and property management agreements. Ashford Trust can only reasonably assume from FelCor's actions, including extending brand management contracts that Ashford Trust believes impact value and announcing the hiring of a new CEO, that FelCor is unwilling to engage in good faith discussions and seriously consider our proposal to create long-term value for all shareholders.

Given what we view as the FelCor Board's long track record of underperformance, value impairment, and unwillingness to engage with us in good faith, Ashford Trust has today decided to make its proposal public in order to inform FelCor shareholders of its intent and put forth a slate of independent directors to ensure that FelCor appropriately considers the proposal.

Ashford Trust believes that FelCor needs a new and improved board comprised of highly-qualified, independent candidates to properly evaluate value maximizing opportunities on behalf of all FelCor shareholders. Ashford Trust believes the following candidates possess the experience, skillset, and acumen necessary to effect change in a manner that would create significant value for all FelCor shareholders.

Nominee Biographies

Marvin Banks

Marvin Banks has over 30 years of experience in real estate. He currently serves as President of M Banks Realty Partners, which he founded in 2014 and where he oversees a multifamily real estate investment platform oriented toward arbitrage opportunities creating outsized returns. Mr. Banks also serves as Chairman of BluTrend, a technology firm focused on back office automation for multifamily real estate firms, and is a Founding Advisor of Package Solutions, a technology driven startup targeting package delivery solutions in the multifamily arena. From 2013 to 2014, Mr. Banks was Chief Operating Officer of Storage Post, responsible for managing operations of the company’s network of self-storage facilities. From 2011 to 2013, he was President and Chief Financial Officer of Cortland Partners, a full-service multifamily real estate acquisition, development, and operating company, where he remains a corporate advisor. In this role, he was responsible for the onboarding of property management operations, organizational infrastructure, strategic planning, and capital market efforts as the firm evolved from 2,000 apartments to 11,000 apartments in three years. In 2006, Mr. Banks helped form the Private Bank of Buckhead, and subsequently served as its Lead Director of the Board in 2009, which completed a merger with National Bank of Commerce on January 1, 2017 and now serves as an advisory board member. Before that, Mr. Banks spent 15 years at Gables Residential as Senior Vice President, Chief Financial Officer, and a member of the Executive Committee, where he led the company’s $475 million initial public offering and architected its subsequent capital structure. Mr. Banks started in the multifamily business in 1988 when he joined Trammell Crow Residential as a Controller, and later served as a Partner from 1990 to 1994. Mr. Banks teaches graduate courses on real estate investment trusts at Emory University’s Goizueta Business School. He is a past faculty member at Georgia State University and The University of Texas at Austin. A certified public accountant, Mr. Banks serves on various boards of local non-profits including the Atlanta Children’s Museum and the Georgia Council for International Visitors. He

received in Bachelor of Business Administration in Accounting from the University of Texas at Austin.

Keith O. Cowan

Keith O. Cowan has over 16 years of experience as an executive officer in the telecommunications industry specializing in strategic planning, mergers and acquisitions, business development, marketing, consumer product and services management, and network operations.  Prior to that, for 14 years, Mr. Cowan was a practicing attorney and law firm partner focused on the execution of capital markets and M&A transactions, and providing Board advice. Since January 2013, Mr. Cowan has served as the Chief Executive Officer of Cowan Consulting Corporation LLC, a privately held company that provides strategic planning and board advisory services, and manages investments. Previously, from July 2007 to January 2013, Mr. Cowan was the President of Strategic Planning and Corporate Initiatives at Sprint Corporation, with responsibilities that ranged from developing the long-term strategic plan for Sprint, to managing the sale of control of Sprint to Softbank. From January 2007 to July 2007, Mr. Cowan was the Executive Vice President at Genuine Parts Company, responsible for strategic planning, business development, information services and telecommunications. From May 1996 to January 2007, Mr. Cowan held a variety of roles at BellSouth Corporation, which subsequently merged with AT&T, including Chief Development Officer, Chief Network Field Officer and President of Marketing and Product Management. During his careers with both BellSouth and Sprint, Mr. Cowan was responsible for structuring, negotiating, recommending and obtaining board approval for several of the largest and most complex transactions in the telecommunications industry. Prior to joining the telecommunications industry, he began his career in 1982 as an attorney at Alston & Bird LLP, focusing on corporate and securities law, corporate transactions and providing board advice to private and public companies. Mr. Cowan has served as a board member of dozens of private companies, two public companies, and numerous not-for-profit and civic organizations.  Among his current roles and responsibilities, Mr. Cowan is the Chairman of the Board of Aegex Technologies, CX Technologies (ENGAGEcx), Cobra Legal Solutions and Venadar LLC. He also is the Chairman of the Board of the Morehead – Cain Scholarship Fund, and the Vice Chairman of the Board of the Fox Theatre in Atlanta, Georgia.  Mr. Cowan holds a Bachelor of Arts degree in Economics and Political Science from University of North Carolina at Chapel Hill, where he was a Morehead Scholar, and has a Juris Doctor from University of Virginia.

Jeffrey N. Lavine

Jeffrey N. Lavine has over 25 years of experience in the commercial real estate industry. Mr. Lavine is President of Deerwood Real Estate Capital, a commercial mortgage brokerage specializing in assisting clients with debt and equity sourcing. In this role, Mr. Lavine is responsible for implementing short and long term business strategies and is part of the senior management team responsible for running the day-to-day operations of the firm including hiring, legal, compliance, pipeline review and training. From 2014 to 2015, Mr. Lavine was Principal of JN Lavine Advisors, where he provided consulting and advisory services to clients in commercial real estate, debt and capital markets. Previously, he spent approximately eight years at UBS. From 2009 to 2014, he was Managing Director and Co-Head of the US, European and Japanese Commercial Real Estate Group of SNB StabFund, a workout group of UBS’s distressed commercial real estate assets. In this role, he was responsible for managing a multi-billion dollar

portfolio of domestic and foreign commercial real estate loans, REO properties, equity, credit and structuring for securities. From 2006 to 2009, he was Managing Director and Head of Transaction Management & Loan Structuring for a new UBS real estate lending platform. As a founding member of the team, he was involved in developing and creating securitized and balance sheet lending programs. Before joining UBS, from 1997 to 2006, he was a Senior Managing Director at Bear Stearns, where he created and headed the firm’s Loan Closing and Structuring Group. Mr. Lavine holds a Bachelor of Arts in Economics and Political Science, magna cum laude, from Tufts University. He received a Master of Business Administration from Columbia Business School and a Juris Doctor from Boston University School of Law.

Christos Megalou

Christos Megalou is a senior international banker with over 30 years of experience in management, banking and finance, investment banking, mergers and acquisitions and capital markets. Mr. Megalou is currently the Founder and Managing Director of Tite Capital Limited, a private financial consultancy company based in London. He is also an Associate of Eilon Associates, an independent corporate finance advisory firm. Since 2016, he has been a Distinguished Fellow of the Global Federation of Competitiveness Councils in Washington, D.C. From 2013 to 2015, Mr. Megalou was Chief Executive Officer and Chairman of the Executive Board of Eurobank Ergasias SA, one of the four Systemic banks in Greece. From 2010 to 2013, Mr. Megalou served as Chairman of the Hellenic Bankers Association in the United Kingdom. From 1997 to 2013, he was Vice-Chairman of Southern Europe, Co-head of Investment Banking for Southern Europe and Managing Director in the Investment Banking Division of Credit Suisse in London. From 1991 to 1997, he was a Director at Barclays de Zoete Wedd. He is a member of the Board of Directors of Safe Bulkers Inc., a New York Stock Exchange listed externally-managed provider of marine drybulk transportation services, transporting bulk cargoes along worldwide shipping routes. He received a Bachelor of Science in Economics from the University of Athens and holds a Master of Business Administration in Finance from Aston University in Birmingham, United Kingdom.

John Mark Ramsey

John Mark Ramsey is a Board member, President and Chief Executive Officer of Sentio Healthcare Properties, Inc., a real estate investment trust, which invests exclusively in healthcare related real estate. In this capacity, he is responsible for overseeing the strategic direction of the REIT along with the management and growth initiatives of the company. Since becoming the lead executive in January of 2012, the Company has successful attracted institutional capital and doubled the size of the platform. Mr. Ramsey is also the Co-Founder and Chief Executive Officer of Sentio Investments, LLC, which offers flexible real estate capital solutions for medical facility and senior housing developers and owner operators. Sentio Investments currently serves as the sole advisor to Sentio Healthcare Properties, Inc. From May 2007 to December 2011, Mr. Ramsey was the Chief Executive Officer of Servant Healthcare Investments, LLC, a private real estate advisory company, which previously served as sub-advisor to Sentio Healthcare Properties, Inc. From 2003 to 2006, Mr. Ramsey was the Senior Vice President of Investments at CNL Retirement Corp.  In this capacity, he managed the investment group and was responsible for implementing and executing the investment strategy in the senior housing and medical facilities’ sectors. Mr. Ramsey was actively involved in over $3.0 billion of healthcare real estate investments. CNL successfully sold its healthcare real estate business to Health Care Property

Investors, Inc., (NYSE: HCP) in 2006.  At the time, HCP was the nation’s largest real estate investment trust focusing exclusively on properties serving the healthcare industry. Mr. Ramsey began his career in healthcare real estate as Co-Founder of a regionally focused senior housing owner, operator and developer.  The company, which he helped launch, remains an active participant in senior housing throughout the southeast United States.  Mr. Ramsey’s combined real estate healthcare experience totals over $4.0 billion.  Mr. Ramsey is a Magna Cum Laude graduate of Florida State University, having earned dual degrees in finance and real estate.

Gregory Z. Rush

Gregory Z. Rush has over 24 years of experience in the institutional real estate space including holding a variety of positions as a board member for a publicly traded REIT, an investor, investment banker and a financial analyst for a publicly traded REIT. Mr. Rush currently serves as Managing Member of Rush Capital Partners LLC (RCP), an investment firm he founded in September 2015 that focuses on value-add and opportunistic real estate investments in the US and Europe. From March 2016 to January 2017, he was a Board member and member of the special committee for NorthStar Realty Finance, a leading global real estate and investment management firm. In this role, he helped lead the negotiations and execution on behalf of NorthStar Realty Finance in connection with its tri-party merger with Colony Financial and NorthStar Asset Management to create one of the largest global real estate management funds with $58 billion of assets under management. From January 2005 to August 2015, Mr. Rush was a Partner, Managing Director and member of the investment committee for Dune Real Estate Partners, an investment firm focused on managing a series of real estate private equity funds. Prior to joining Dune in 2005, Mr. Rush was an Executive Director in Morgan Stanley's Real Estate Investment Banking Group, which he joined in 2000. Prior to Morgan Stanley, Mr. Rush spent three years in the Real Estate Investment Banking department of Merrill Lynch & Co. From 1993 to 1995, he was a financial analyst with Vornado Realty Trust, a publicly traded real estate investment trust. Mr. Rush is a Full Member of the Urban Land Institute and serves as a Vice Chair on Urban Development and Mixed Use Council (Green Flight). Mr. Rush received a Bachelor degree in History from the University of Pennsylvania and a Master of Business Administration in Finance and Economics from New York University – Leonard N. Stern School of Business.

Daniel E. Schmerin

Daniel E. Schmerin is the Director of Investment Research at Fairholme Capital Management, a Miami-based investment adviser with approximately $5 billion in assets under management.  In this role, he assists the Chief Investment Officer in executing the firm’s contrarian, value-oriented investment strategy across three public mutual funds, a private investment partnership, and dozens of separately managed accounts.  Mr. Schmerin manages a team that is responsible for generating new investment ideas as well as conducting research and analysis on existing portfolio positions, and has primarily focused on publicly traded companies in the financial services and real estate sectors.  Prior to joining Fairholme in 2011, he served as Chief Operating Officer for the Legacy Securities Public-Private Investment Program in the Office of Financial Stability at the U.S. Department of the Treasury.  In this role, Mr. Schmerin was responsible for ensuring effective implementation and timely execution of a $40 billion initiative designed to draw new private capital into the market for troubled real estate-related securities by providing government equity co-investment and attractive public financing.  Mr. Schmerin also led the CIO

Executive Committee, which advised the Chief Investment Officer on management and operational issues.  Mr. Schmerin received the Department’s Special Act Award for providing exceptional support to the Secretary of the Treasury in 2008, as well as commendations for outstanding performance in 2009 and 2010.  Before joining the Treasury, Mr. Schmerin served in the Executive Office of the President at the White House and in the Bureau of Economic and Business Affairs at the U.S. Department of State.  He is a Member of the Board of Directors at the Miami Children’s Museum, and a Term Member at the Council on Foreign Relations.  Mr. Schmerin earned a Bachelor of Arts degree, magna cum laude, from the University of Pennsylvania, where he received the Norman D. Palmer Prize for best undergraduate thesis in International Relations.  He subsequently earned a Master of Science degree with highest honors from the London School of Economics, and a Master of Arts degree with distinction from Georgetown University.

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.

Ashford has created an Ashford App for the hospitality REIT investor community.  The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”

Contacts

Ashford Hospitality Trust	Media	MacKenzie Partners, Inc.
Deric Eubanks Chief Financial Officer (972) 490-9600 Jordan Jennings Investor Relations (972) 778-9487	Lex Suvanto (212) 729-2463 Lex.suvanto@edelman.com Kara Brickman (212) 729-2443 Kara.brickman@edelman.com	Paul Schulman/Bob Marese (212) 929-5500 (800) 322 -2885

Forward Looking Statements

Certain statements and assumptions in this press release contain or are based upon "forward-looking" information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties.  When we use the words "will likely result," "may," "anticipate," "estimate," "should," "expect," "believe," "intend,” or similar expressions, we intend to identify forward-looking statements.  Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Hospitality Trust, Inc.’s (“Ashford Trust”) control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation:  general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition.  These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.  In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the ability to successfully integrate Ashford Trust and FelCor Lodging Trust Incorporated (“FelCor”); and the ability to recognize the anticipated benefits from the proposed combination of Ashford Trust and FelCor, including the anticipated synergies resulting from the proposed combination.

The forward-looking statements included in this press release are only made as of the date of this press release.  Investors should not place undue reliance on these forward-looking statements.  We are not obligated to publicly update or revise any

forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

Additional Information

This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Ashford Trust has made for a business combination transaction with FelCor. In furtherance of this proposal and subject to future developments, Ashford Trust (and, if a negotiated transaction is agreed, FelCor) may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Ashford Trust or FelCor may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ASHFORD TRUST AND FELCOR ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD TRUST, FELCOR AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they become available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Ashford Trust’s Investor Relations department at Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling Ashford Trust’s Investor Relations department at (972) 490-9600. Investors and security holders may obtain free copies of the documents filed with the SEC on Ashford Trust’s website at www.ahtreit.com under the “Investor” link, at the “SEC Filings” tab.

Certain Information Regarding Participants

Ashford Trust and Ashford Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Ashford Trust’s directors and executive officers in Ashford Trust’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 25, 2016. You can find information about Ashford Inc.’s directors and executive officers in Ashford Inc.’s definitive proxy statements for its most recent annual meeting and special meeting filed with the SEC on April 28, 2016 and October 7, 2016, respectively. You can find information about FelCor’s directors and executive officers in FelCor’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 14, 2016. These documents are available free of charge at the SEC’s web site at www.sec.gov and (with respect to documents and information relating to Ashford Trust) from Investor Relations at Ashford Trust, as described above.  Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other related documents filed with the SEC if and when they become available.

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