8-K

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) January 20, 2017

FelCor Lodging Trust Incorporated
(Exact name of registrant as specified in its charter)
Maryland	001-14236	75-2541756
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

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

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

¨ 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 1.01     Entry into a Material Definitive Agreement.

On January 20, 2017, FelCor Lodging Trust Incorporated, or FelCor, entered into an agreement (the “Agreement”) with Snow Park Capital Partners, LP, or Snow Park, a registered investment advisor specializing in publicly traded real estate securities and a FelCor stockholder, pursuant to which:

1. Thomas J. Corcoran, Jr. and Robert H. Lutz, Jr., two long-serving members of the board of directors of FelCor (the “Board”), will not stand for re-election to the Board when their terms expire at FelCor’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”).

2. Immediately following the 2017 Annual Meeting, the Board will act to reduce its size to eight directors.

3. If after the 2017 Annual Meeting and before FelCor’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”) (i) a then-member of the Board declines to stand for reelection at the 2018 Annual Meeting and (ii) the Board decides to fill the vacancy left by such director, Snow Park will be entitled to consult with the Board regarding a nominee to fill such vacancy or to propose a nominee for consideration by any search firm conducting the search to fill such vacancy at the request of the Board (the “Consultation Right”). Snow Park may only exercise the Consultation Right if Snow Park beneficially owns a requisite amount of FelCor’s common stock as set forth in the Agreement at the time the Consultation Right is exercised.

4. Snow Park agrees to vote all of its shares of FelCor common stock (i) in favor of FelCor’s slate of directors nominated for election at the 2017 Annual Meeting, (ii) in favor of FelCor’s slate of directors nominated for election at the 2018 Annual Meeting, if the Consultation Right is exercised by Snow Park, and (iii) as otherwise set forth in the Agreement.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As provided above, effective January 20, 2017, Thomas J. Corcoran, Jr. and Robert H. Lutz, Jr., two members of the Board, will not stand for re-election to the Board when their terms expire at the 2017 Annual Meeting. The decisions by Mr. Corcoran and Mr. Lutz did not result from a disagreement with FelCor on any matter relating to FelCor’s operations, policies or practices.

Item 7.01Regulation FD Disclosure

On January 26, 2017, FelCor issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K, announcing that it and Snow Park had entered into the Agreement.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit
10.1	Letter Agreement dated January 20, 2017 between FelCor Lodging Trust Incorporated and Snow Park Capital Partners, LP.
99.1	Press release issued by FelCor Lodging Trust Incorporated on January 26, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: January 26, 2017	FelCor Lodging Trust Incorporated
	By:	/s/Jonathan H. Yellen
		Jonathan H. Yellen
		Executive Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibit
10.1	Letter Agreement dated January 20, 2017 between FelCor Lodging Trust Incorporated and Snow Park Capital Partners, LP.
99.1	Press release issued by FelCor Lodging Trust Incorporated on January 26, 2017.

EX-10.1

Confidential        Exhibit 10.1

FelCor Lodging Trust Incorporated

125 E. John Carpenter Freeway, Suite 1600

Irving, TX 75062

January 20, 2017

Snow Park Capital Partners, LP

444 Madison Avenue, 40^th Floor

New York, NY 10022

Re:    Settlement Agreement

Ladies and Gentlemen:

As you know, (i) Snow Park Capital Partners, LP (“Stockholder”) and FelCor Lodging Trust Incorporated (the “Company”) have been having certain discussions relating to the business and affairs of the Company; (ii) Stockholder (together with its Affiliates) is the beneficial owner of approximately 2.4% of the outstanding shares of Company common stock; and (iii) the Company and Stockholder have agreed that it is in their mutual interests to enter into this letter agreement.

Thomas J. Corcoran, Jr. and Robert H. Lutz, Jr., two long-standing members of the board of directors of the Company (the “Board”), shall not stand for reelection or be nominated or otherwise solicited for by the Board for reelection at the 2017 annual meeting of stockholders of the Company (the “2017 Annual Meeting”) and shall not be re-appointed as members of the Board.

Immediately following the 2017 Annual Meeting, the size of the Board shall be reduced to eight.

Stockholder will continue to beneficially own, and be entitled to vote, no less than the Minimum Holdings at all times from the date of this letter agreement until the earlier of the record date for the 2017 Annual Meeting and April 7, 2017. As used in this letter agreement, the term “Minimum Holdings” shall mean not less than two percent (2%) of the shares of Company common stock outstanding as of the date of this letter agreement.

Stockholder (i) in the case of all of the Company’s common stock owned of record by it as of the record date for the 2017 Annual Meeting (the “2017 Record Date”), shall, and (ii) in the case of all of the Company’s common stock beneficially owned by Stockholder as of the 2017 Record Date (whether held in street name or by some other arrangement) that Stockholder is entitled to vote at the 2017 Annual Meeting, shall instruct the record holder to (A) support and vote for the election of the Company’s slate of directors nominated for election at the 2017 Annual Meeting, (B) vote against (or withhold from voting) any nominees that are not nominated by the Board and (C) vote otherwise in accordance with the recommendation of Institutional Shareholders Services (“ISS”) on all other matters recommended for stockholder approval by the Board.

Snow Park Capital Partners, LP
Page 2

Prior to the termination of this letter agreement, at any special meeting of the Company’s stockholders, Stockholder (i) in the case of all of the Company’s common stock owned of record by Stockholder as of the record date for such meeting (the “Other Meeting Record Date”), shall, and (ii) in the case of all of the Company’s common stock beneficially owned by Stockholder as of the Other Meeting Record Date (whether held in street name or by some other arrangement) that Stockholder is entitled to vote at such meeting, shall instruct the record holder to (A) support and vote for the election of the Company’s slate of directors (to the extent applicable), (B) vote against (or withhold from voting) any nominees that are not nominated by the Board (to the extent applicable) and (C) vote otherwise in accordance with the recommendation of ISS on all other matters recommended for stockholder approval by the Board.

If after the 2017 Annual Meeting and before the 2018 Annual Meeting (i) a then-member of the Board declines to stand for reelection at the 2018 Annual Meeting and (ii) the Board decides to fill the vacancy left by such Director, Stockholder shall be entitled to consult with the Board regarding a nominee to fill such vacancy or to propose a nominee for consideration by any search firm conducting the search to fill such vacancy at the request of the Board (the “Consultation Right”). Stockholder may only exercise the Consultation Right if the Stockholder beneficially owns, and is entitled to vote, no less than fifty percent (50%) of the Minimum Holdings when the Consultation Right is exercised.

If Stockholder exercises the Consultation Right, Stockholder shall beneficially own, and be entitled to vote, no less than fifty percent (50%) of the Minimum Holdings from the time Stockholder exercises the Consultation Right through and including the record date for the 2018 Annual Meeting (the “2018 Record Date”), and (i) in the case of all of the Company’s common stock owned of record by it as of the 2018 Record Date, shall, and (ii) in the case of all of the Company’s common stock beneficially owned by Stockholder as of the 2018 Record Date (whether held in street name or by some other arrangement) that Stockholder would be entitled to vote at the 2018 Annual Meeting, shall instruct the record holder to (A) support and vote for the election of the Company’s slate of directors nominated for election at the 2018 Annual Meeting, (B) vote against (or withhold from voting) any nominees that are not nominated by the Board and (C) vote otherwise in accordance with the recommendation of ISS on all other matters recommended for stockholder approval by the Board.

This letter agreement shall terminate the day after the 2018 Annual Meeting.

Each of Stockholder, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other party hereto could occur in the event any of the provisions of this letter agreement were not performed in accordance with its specific terms or were otherwise breached, and that such injury may not be adequately compensable in damages. It is accordingly agreed that Stockholder, on the one hand, and the Company, on the other hand, shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof and the other party hereto will not take any action, directly or indirectly, in opposition to the party seeking relief on the grounds that any other remedy or relief is available at law or in equity, and each party further agrees to waive any requirement for the security or posting of any bond in connection with such remedy.

Snow Park Capital Partners, LP
Page 3

This letter agreement shall be governed by and construed in accordance with the internal laws (as opposed to the conflict of laws provisions) of the State of Maryland. Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this letter agreement brought by any other party or its successors or assigns shall be brought and determined in any Maryland state or any federal court sitting in the State of Maryland, and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this letter agreement or the matters contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Maryland, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Maryland as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this letter agreement or the matters contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Maryland as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this letter agreement, or the subject matter hereof, may not be enforced in or by such courts.

* * * * *

Snow Park Capital Partners, LP
Page 4

Sincerely,
FelCor Lodging Trust Incorporated
By:	/s/Jonathan H. Yellen
	Name:	Jonathan H. Yellen
	Title:	Executive Vice President, General Counsel and Secretary

The foregoing is hereby accepted and agreed:
Snow Park Capital Partners, LP
By:	/s/Jeffrey Pierce
	Name: Jeffrey Pierce
	Title: Managing Partner

EX-99.1

Exhibit 99.1

125 EAST JOHN CARPENTER FREEWAY, SUITE 1600  IRVING, TX 75062 PH: 972-444-4900 WWW.FELCOR.COM NYSE: FCH

FelCor Announces Changes to Its Board of Directors

Two Long Serving Directors Will not Stand for Re-Election

IRVING, Texas, January 26, 2017 – FelCor Lodging Trust incorporated (NYSE:FCH) today announced that it has entered into an agreement with Snow Park Capital Partners ("Snow Park") as part of the Company's continuing initiatives to strengthen its corporate governance by, among other things, reducing the tenure of its board members.

Under the terms of this agreement, two distinguished and long-serving directors, Thomas J. Corcoran, Jr. and Robert H. Lutz, Jr., will not stand for re-election at the Company’s 2017 Annual Meeting of Stockholders. In addition, under certain circumstances, Snow Park will have the right to consult with the Company’s Board on future director vacancies, if any, prior to the 2018 annual meeting.

"We appreciate Snow Park's constructive engagement and meaningful contributions as we continue to strengthen corporate governance, carefully manage G&A and make prudent capital allocation decisions,” said Christopher J. Hartung, FelCor’s Lead Director. “We look forward to continuing constructive dialogues with all our investors and remain open to ideas that will create lasting benefits for our stockholders.”

Jeff Pierce of Snow Park Capital Partners commented, “We thank the FelCor Board for working with us and taking decisive action to revamp the boardroom. We look forward to continuing to work with the Board under this refreshed structure.”

Tom Corcoran, together with the late Hervey Feldman, pioneered the concept of a real estate investment trust focused on hotels, founded FelCor’s predecessor in 1991 and took FelCor public in 1994. Mr. Corcoran led the Company as its first President and Chief Executive Officer until 2006, when he became Chairman of its Board of Directors. Under his leadership, the Company was recognized repeatedly as one of the Top 100 Places to work in Dallas-Ft. Worth, reflecting Mr. Corcoran’s focus on creating a collegial work culture and fostering appreciation of individuals serving the company. Upon conclusion of his board service, Mr. Corcoran will be granted the title Chairman Emeritus of FelCor.

“Tom Corcoran is one of the industry's visionaries and will be missed at FelCor both personally and professionally,” said Mr. Hartung. “Tom has been, and continues to be, a mentor and example to many of us. His contributions to our company have been immense."

Bob Lutz joined FelCor's Board of Directors in 1998. He brought to the Board a deep knowledge of real estate, real estate investment and finance, as well as a collaborative mindset that contributed greatly to FelCor’s Board.

“We greatly appreciate Bob's many years of service to FelCor as a steward of our stockholders’ interests,” said Mr. Hartung. “He provided outstanding leadership during his tenure as Lead Director from 2010 to 2016, and has been a valuable contributor to the development of FelCor’s modern governance philosophy as Chairman of the Governance Committee.”

Exhibit 99.1

“Tom and Bob are outstanding directors who have served our stockholders with dedication and care for many years," Mr. Hartung continued. “We wish them well as they move on to other pursuits.”

About FelCor

FelCor, a real estate investment trust, owns a diversified portfolio of primarily upper-upscale and luxury hotels that are located in major and resort markets throughout the U.S. FelCor partners with top hotel companies to operate its properties under globally renowned names and as premier independent hotels. Additional information can be found on the Company's website at www.felcor.com.

About Snow Park

Snow Park Capital Partners, LP (“Snow Park”) is an investment advisor that focuses on publicly traded real estate securities

Contact:

For FelCor:

Abi Salami

Manager, Investor Relations

972-444-4967

Hugh Burns/Robin Weinberg

Sard Verbinnen & Co

212-687-8080

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