8-K

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

Commission file number: 001-14236	(FelCor Lodging Trust Incorporated)
Commission file number: 333-39595-01	(FelCor Lodging Limited Partnership)

Date of Report (Date of earliest event reported): August 31, 2017

FelCor Lodging Trust Incorporated

(Rangers Sub I, LLC, as successor by merger to FelCor Lodging Trust Incorporated)

FelCor Lodging Limited Partnership

(Exact name of registrant as specified in its charter)

Maryland	(FelCor Lodging Trust Incorporated)	75-2541756
Delaware	(FelCor Lodging Limited Partnership)	75-2544994
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

c/o RLJ Lodging Trust 3 Bethesda Metro Center Suite 1000 Bethesda, MD	75062
(Address of principal executive offices)	(Zip Code)

(301) 280-7777

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

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

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

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

Emerging growth company o

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

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation on August 31, 2017 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated April 23, 2017, by and among RLJ Lodging Trust (“RLJ”), RLJ Lodging Trust, L.P. (“RLJ LP”), Rangers Sub I, LLC, a Maryland limited liability company and a wholly owned subsidiary of RLJ LP (“REIT Merger Sub”), Rangers Sub II, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of RLJ LP (“Partnership Merger Sub”), FelCor Lodging Trust Incorporated (“FelCor”) and FelCor Lodging Limited Partnership, a Delaware limited partnership (“FelCor LP”). Pursuant to the Merger Agreement, (i) at 11:55 p.m., Eastern time on August 31, 2017 (the “Partnership Merger Effective Time”), Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as an indirect wholly owned subsidiary of RLJ LP (the “Partnership Merger”), and (ii) at 11:56 p.m., Eastern time on August 31, 2017, (the “REIT Merger Effective Time”), FelCor merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of RLJ LP (the “REIT Merger” and, together with the Partnership Merger, the “Mergers”). The following events took place in connection with the consummation of the Mergers:

Item 1.01. Termination of a Material Definitive Agreement

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the consummation of the Mergers, FelCor LP repaid all amounts outstanding under its $400.0 million secured line of credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., as administrative agent for the lenders, the other lenders party thereto, Bank of America, N.A., as syndication agent, J.P. Morgan Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as joint lead arrangers and co-bookrunners, and BMO Harris Bank N.A., Compass Bank and US Bank National Association., as co-documentation agents. Effective upon such repayment, the credit agreement for the Credit Facility and all related loan documents were terminated and became null and void.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Upon completion of the REIT Merger, at the REIT Merger Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of FelCor (“FelCor Common Stock”) (other than shares held by any wholly owned subsidiary of FelCor or by RLJ or any of its subsidiaries) was converted into the right to receive 0.362 (the “Common Exchange Ratio”) common shares of beneficial interest, par value $0.01 per share, of RLJ (the “RLJ Common Shares”), and each issued and outstanding share of $1.95 Series A cumulative convertible preferred stock, par value $0.01 per share, of FelCor (the “FelCor Series A Preferred Stock”) was converted into the right to receive one share of $1.95 Series A Cumulative Convertible Preferred Shares, par value $0.01 per share, of RLJ (the “RLJ Series A Preferred Shares”), which has the same rights, preferences, privileges and voting powers as those of the FelCor Series A Preferred Stock.

Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, each external limited partner of FelCor LP was entitled to elect to exchange its outstanding common limited partnership units in FelCor LP (the “FelCor LP Common Units”) for a number of newly issued RLJ Common Shares based on the Common Exchange Ratio.  At the Partnership Merger Effective Time, each outstanding FelCor LP Common Unit of any holder who did not make the foregoing election was converted into the right to receive a number of common limited partnership units in RLJ LP (the “RLJ LP Common Units”) based on the Common Exchange Ratio.  No fractional shares or units of RLJ Common Shares or RLJ LP Common Units were issued in the Mergers, and the value of any fractional interests was paid in cash.

RLJ issued approximately 50,358,215 RLJ Common Shares and 12,879,475 million Series A Preferred Shares to former FelCor common and preferred stockholders and former FelCor LP limited partners as consideration in the REIT Merger and the Partnership Merger, and RLJ LP issued approximately 220,876  limited partnership units in RLJ LP to former FelCor LP limited partners in the Partnership Merger (excluding units of RLJ LP issued in the Partnership Merger and held by RLJ following the REIT Merger). Based on the closing price of RLJ Common Shares on August 31, 2017 as reported on the New York Stock Exchange, the

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aggregate value of the consideration paid or payable to former holders of FelCor Common Stock and former FelCor LP limited partners who elected to receive RLJ Common Shares in the Mergers is approximately $1.02 billion.

The foregoing description of the Merger Agreement and the transactions contemplated by the Merger Agreement is only a summary and is subject to, and qualified in its entirety by, reference to the full text of the Merger Agreement, which was previously filed as Exhibit 2.1 to FelCor’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 25, 2017 and is incorporated by reference herein as Exhibit 2.1 to this Current Report on Form 8-K.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Mergers, FelCor notified the New York Stock Exchange (“NYSE”) on August 31, 2017 that (i) each share of FelCor Common Stock issued and outstanding immediately prior to the effective time of the REIT Merger was cancelled and converted into the right to receive 0.362 RLJ Common Shares and (ii) each share of FelCor Series A Preferred Stock issued and outstanding immediately prior to the effective time of the REIT Merger was cancelled and converted into the right to receive one RLJ Series A Preferred Share, and the NYSE has filed a notification of removal from listing on Form 25 with the SEC with respect to the FelCor Common Stock  and the FelCor Series A Preferred Stock  in order to effect the delisting of the FelCor Common Stock and the FelCor Series A Preferred Stock from the NYSE. Such delisting will result in the termination of the registration of the FelCor Common Stock and the FelCor Series A Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). FelCor intends to file a certificate on Form 15 requesting the deregistration of the FelCor Common Stock and the FelCor Series A Preferred Stock under Section 12(g) of the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders

The information provided in the Introductory Note and Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Partnership Merger Effective Time, each external limited partner of FelCor LP was entitled to exchange its FelCor LP Common Units for a number of newly issued RLJ Common Shares based on the Common Exchange Ratio.  At the Partnership Merger Effective Time, each outstanding FelCor LP Common Units of any holder who did not make the foregoing election was converted into the right to receive a number of RLJ LP Common Units based on the Common Exchange Ratio. At the Partnership Merger Effective Time, FelCor LP’s limited partners ceased to have any rights as limited partners of FelCor LP (other than the right to (i) exchange their FelCor LP Common Units for RLJ Common Shares or (ii) receive RLJ LP Common Units) and the external limited partners of FelCor LP will instead have the rights of a shareholder in RLJ or a limited partner of RLJ LP, as applicable.

In connection with the completion of the REIT Merger, each outstanding share of FelCor Common Stock (other than shares held by any wholly owned subsidiary of FelCor or by RLJ or any of its subsidiaries) was converted into the right to receive 0.362 RLJ Common Shares. At the REIT Merger Effective Time, FelCor’s stockholders immediately before the REIT Merger Effective Time ceased to have any rights as stockholders in FelCor (other than their right to receive RLJ Common Shares) and will instead have the rights of a shareholder in RLJ.

Item 5.01. Changes in Control of Registrant

The information provided in the Introductory Note and Items 2.01, 3.01, 3.03, and 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

At the Partnership Merger Effective Time, as contemplated under the Merger Agreement, Partnership Merger Sub merged with and into FelCor LP, with FelCor LP surviving as an indirect wholly owned subsidiary of RLJ LP. The aggregate consideration paid in connection with the Partnership Merger consisted of approximately 5,722 newly issued RLJ Common Shares and 220,876 newly issued RLJ LP Common Units.

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At the REIT Merger Effective Time, as contemplated under the Merger Agreement, FelCor merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of RLJ LP. The aggregate consideration paid in connection with the REIT Merger consisted of approximately 50,352,493 RLJ Common Shares and 12,879,475 RLJ Series A Preferred Shares.

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

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

As a result of the REIT Merger and pursuant to the Merger Agreement, FelCor merged with and into REIT Merger Sub, with REIT Merger Sub surviving as a wholly owned subsidiary of RLJ LP. All members of the Board of Directors of FelCor were removed as directors of FelCor effective at the REIT Merger Effective Time.

In addition, each executive officer of FelCor listed below was removed from the positions indicated beside such executive officer’s name effective as of the at the REIT Merger Effective Time:

·       Steven R. Goldman	Chief Executive Officer
·       Troy A. Pentecost	President and Chief Operating Officer
·       Thomas C. Hendrick	Executive Vice President and Chief Investment Officer
·       Michael C. Hughes	Executive Vice President and Chief Financial Officer
·       Jonathan H. Yellen	Executive Vice President, General Counsel and Secretary
·       Robert P. Carl	Senior Vice President and Director of Design & Construction
·       Jeffrey D. Symes	Senior Vice President, Chief Accounting Officer and Treasurer

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the REIT Merger, FelCor ceased to exist and REIT Merger Sub continued as the surviving limited liability company.

On August 31, 2017, following consummation of the Partnership Merger, the Second Amended and Restated Agreement of Limited Partnership of FelCor LP was amended and restated in its entirety (the “Amended Partnership Agreement”). The Amended Partnership Agreement, among other items, includes governance provisions consistent with FelCor LP’s status as a wholly-owned subsidiary of RLJ LP following the effective time of the Partnership Merger. In addition, on September 1, 2017, the Certificate of Limited Partnership of FelCor LP was amended to reflect that the sole general partner of FelCor LP following the Partnership Merger is Rangers General Partner, LLC.

The foregoing descriptions of the Amended Partnership Agreement and the amendment to the Certificate of Limited Partnership are not complete and are subject to and qualified in their entirety by reference to the text of the Third Amended and Restated Agreement of Limited Partnership of FelCor LP and the text of the Certificate of Amendment to the Certificate of Limited

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Partnership of FelCor LP, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events

On September 1, 2017, RLJ issued a press release announcing the completion of the Mergers. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits

(d) The following exhibits are filed as part of this report:

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated April 23, 2017, by and among RLJ Lodging Trust, RLJ Lodging Trust, L.P., Rangers Sub I, LLC, Rangers Sub II, LP, FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 25, 2017)
3.1	Third Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 31, 2017
3.2	Certificate of Amendment to the Certificate of Limited Partnership of FelCor LP, dated September 1, 2017
99.1	Press Release, dated September 1, 2017

*****

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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.

	RANGERS SUB I, LLC,
	as successor by merger to FelCor Lodging Trust Incorporated
September 1, 2017	By:	/s/ Frederick D, McKalip
		Frederick D. McKalip
		Vice President and Secretary
	FELCOR LODGING LIMITED PARTNERSHIP
	By:	Rangers General Partner, LLC,
		its General Partner
September 1, 2017	By:	/s/ Frederick D. McKalip
		Frederick D. McKalip
		Vice President and Secretary

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EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP
OF

FELCOR LODGING LIMITED PARTNERSHIP

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of FelCor Lodging Limited Partnership (the “Partnership”), is made as of August 31, 2017 (the “Effective Date”), by and between Rangers General Partner, LLC, a Delaware limited liability company, as the sole general partner (the “General Partner”), and FelCor Holdings Trust, a Massachusetts business trust, as the limited partner (the “Limited Partner”).  The General Partner and the Limited Partner are referred to herein collectively as the “Partners.”

RECITALS:

A.The Partners have formed a limited partnership pursuant to the laws of the State of Delaware and the Delaware Revised Uniform Limited Partnership Act, as amended (the “Act”) for the purposes set forth in this Agreement; and

B.The Partnership, which was formerly known as FelCor Suites Limited Partnership, was formed pursuant to the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware on May 23, 1994 (the “Certificate of Limited Partnership”).

WITNESSETH: The Partners, intending to be legally bound, agree as follows:

1.Name.  The name of the limited partnership is FelCor Lodging Limited Partnership.

2.Purposes.  The business and purposes of the Partnership shall be to engage in all activities that limited partnerships may engage in under the Act.  The Partnership may sell or otherwise dispose of all or substantially all of its assets and any such sale or disposition shall be considered to be within the scope of the Partnership’s business.

3.Registered Office.  The Partnership’s registered agent for service of process and registered office in the State of Delaware shall be that Person and location reflected in the Partnership’s Certificate of Limited Partnership.  The General Partner may, from time to time, change the registered agent or office through appropriate filings with the Secretary of State of the State of Delaware.  If the registered agent ceases to act as such for any reason or the registered office shall change, the General Partner shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.

4.Partners.  The names and the business, residence or mailing address of the General Partner and the Limited Partner are as set forth on Exhibit A attached hereto.

5.Powers.

(a)The powers of the General Partner include all powers, statutory and otherwise, possessed by a general partner under the laws of the State of Delaware.

(b)Except as provided herein, the management of the Partnership shall be vested exclusively in the General Partner.  Except as provided herein, the Limited Partner shall have no part in the operation or management of the Partnership and shall have no authority or right to act on behalf of or to bind the Partnership in connection with any matter.

(c)The General Partner shall have the exclusive right, power and authority on behalf and in the name of the Partnership to carry out any and all of the objects and purposes of the Partnership and to perform all acts in furtherance thereof, including, without limitation, (i) to incur debt and other liabilities on behalf of the Partnership or merge or consolidate the Partnership with and into another entity, (ii) to acquire or sell any assets of the Partnership, (iii) to provide indemnities or guaranties in the name and on behalf of the Partnership, (iv) to execute, deliver and perform (or cause the Partnership to perform) any and all agreements, instruments or other documents on behalf of the Partnership and (v) to take any and all other actions it deems necessary or desirable for the furtherance of the objects and purposes of the Partnership.

(d)The Limited Partner agrees that all determinations, decisions and actions made or taken by the General Partner shall be conclusive and absolutely binding upon the Partnership, the Limited Partner and its successors and assigns.

6.Term; Dissolution.  The term of the Partnership shall continue in full force and effect until the Partnership is dissolved as provided herein.  The Partnership shall dissolve, and its affairs shall be wound up, at such earlier time as (a) all of the Partners of the Partnership approve in writing or (b) an entry of a decree of judicial dissolution has occurred under Section 17-802 of the Act.  The General Partner shall not have the right to withdraw as a general partner of the Partnership.  Upon the filing of a voluntary or involuntary petition for relief under Title 11 of the United States Code by or against the General Partner or the occurrence of any other event of withdrawal of the General Partner, as defined in Section 17-402 of the Act, the Partners agree to continue the business of the Partnership and to, effective as of the date of withdrawal of the General Partner, appoint one or more additional general partners of the Partnership.

7.Capital Contributions.  As of the date hereof, the Partners of the Partnership have contributed amounts, in cash, and no other property, to the Partnership in the following relative percentages:

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General Partner	1%
Limited Partner	99%

8.Additional Contributions.  No Partner of the Partnership is required to make any additional capital contribution to the Partnership.

9.Allocations of Profit and Losses.

(a)The Partnership’s profits and losses shall be allocated in proportion to the respective percentage interests of the Partners of the Partnership.

(b)The fiscal year of the Partnership for financial statement and federal income tax purposes shall be the calendar year or shall end on such other date determined by the General Partner as may be permitted or required by the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

10.Distributions.  At the time or times determined by the General Partner, the General Partner shall cause the Partnership to distribute any cash held by it that is not reasonably necessary for the operation of the Partnership.  Cash available for distribution shall be distributed to the Partners of the Partnership in proportion to the respective percentage interests of the Partners of the Partnership.

11.Assignments.  The Partners may assign, pledge, hypothecate or otherwise transfer all or any part of their partnership interests in the Partnership.

12.Withdrawal.  No right is given to any Partner of the Partnership to withdraw from the Partnership.

13.Additional Partners.

(a)No additional limited partners (“Additional Limited Partners”) may be admitted to the Partnership without the consent of all of the Partners to the Partnership.

(b)After the admission of any Additional Limited Partner pursuant to this Section 13, the Partnership shall continue as a limited partnership under the Act.

(c)The admission of Additional Limited Partners to the Partnership pursuant to this Section 13 shall be accomplished by the amendment of this Agreement and, if required by the Act, the filing of an appropriate amendment of the Partnership’s Certificate of Limited Partnership in the office of the Secretary of State of the State of Delaware.

14.Liability of Partners.  Except as provided herein or by the Act, the General Partner shall have the liabilities of a partner in a partnership without limited partners.  The Limited

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Partner shall have no liability under this Agreement except as specifically provided herein or by the Act.  The Limited Partner shall not be liable for the repayment or discharge of the debts or obligations of the Partnership beyond the extent of the Limited Partner’s capital contribution.

15.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.

16.Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart shall be an original, but altogether shall constitute one and the same instrument.

17.Indemnification of Indemnified Persons.  In the event that the General Partner, or any of its direct or indirect partners, members, directors, officers, stockholders, employees, incorporators, agents, affiliates or controlling persons (collectively, the “Indemnified Persons,” each, including the General Partner, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Partnership’s business or affairs, the Partnership will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Partnership in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence.  To the fullest extent permitted by law, the Partnership also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Partnership’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person.  If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Partnership shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Partnership on the one hand and such Indemnified Person on the other hand but also the relative fault of the Partnership and such Indemnified Person, as well as any relevant equitable considerations.  The reimbursement, indemnity and contribution obligations of the Partnership under this Section 17 shall be in addition to any liability which the Partnership may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Partnership and any Indemnified Person.  The reimbursement, indemnity and contribution obligations of the Partnership under this Section 17 shall be limited to the Partnership’s assets, and no Limited Partner shall have any personal liability on account thereof.  The foregoing provisions shall survive any termination of this Agreement.

18.Tax Characterization and Returns.  It is the intention of the Partners that the Partnership be disregarded from RLJ Lodging Trust, L.P. for federal income and all relevant

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state and local tax purposes; provided, however, that nothing in this Section 18 shall be interpreted to prohibit or impede a transfer of an interest in the Partnership.  The General Partner shall file (and is hereby authorized to file) any necessary tax returns to effect or maintain such classification or otherwise required to be filed by or on behalf of the Partnership with any tax authorities.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement of Limited Partnership of FelCor Lodging Limited Partnership as of the date first written above.

GENERAL PARTNER:
Rangers General Partner, LLC,
a Delaware limited liability company
By:	RLJ Lodging Trust, L.P.,
	a Delaware limited partnership,
	its sole member
By:	RLJ Lodging Trust,
	a Maryland real estate investment trust,
	its sole general partner
		By:	/s/ Ross H. Bierkan
			Ross H. Bierkan,
			President and Chief Executive Officer
LIMITED PARTNER:
FelCor Holdings Trust,
A Massachusetts business trust
		By:		/s/ Ross H. Bierkan
				Ross H. Bierkan,
				President and Chief Executive Officer

Exhibit A

General Partner

Rangers General Partner, LLC

3 Bethesda Metro Center

Suite 1000

Bethesda, Maryland 20814

Limited Partner

FelCor Holdings Trust

3 Bethesda Metro Center

Suite 1000

Bethesda, Maryland 20814

EX-3.2

Exhibit 3.2

STATE OF DELAWARE

AMENDMENT TO THE CERTIFICATE OF

LIMITED PARTNERSHIP

OF

FELCOR LODGING LIMITED PARTNERSHIP

The undersigned, desiring to amend the Certificate of Limited Partnership of FelCor Lodging Limited Partnership pursuant to the provisions of Section 17-202 of the Revised Uniform Limited Partnership Act of the State of Delaware, does hereby certify as follows:

FIRST:  The name of the Limited Partnership is FelCor Lodging Limited Partnership.

SECOND: The Certificate of Limited Partnership is hereby amended to reflect the change of the name and business address of the general partner of FelCor Lodging Limited Partnership. The name and business address of the general partner of FelCor Lodging Limited Partnership is:

Rangers General Partner, LLC

3 Bethesda Metro Center, Suite 1000

Bethesda, MD 20814.

IN WITNESS WHEREOF, the undersigned executed this Amendment to the Certificate of Limited Partnership on this 1st day of September, 2017.

RANGERS GENERAL PARTNER, LLC
General Partner
By:	/s/ Frederick D. McKalip
	Frederick D. McKalip
	Vice President and Secretary

EX-99.1

Exhibit 99.1

Press Release

RLJ Lodging Trust Completes Merger with FelCor Lodging Trust

Bethesda, MD, September 1, 2017 — RLJ Lodging Trust (“RLJ”) (NYSE: RLJ) today announced that it has completed its merger with FelCor Lodging Trust Incorporated (“FelCor”). This transaction was previously approved by RLJ’s shareholders and FelCor’s stockholders at their respective special meetings held on August 15, 2017. The combined company, headquartered in Bethesda, Maryland, will retain the RLJ name and will trade under the existing ticker “RLJ” on the New York Stock Exchange.

“We are pleased to complete this transformative merger that creates the preeminent lodging REIT in the upscale focused-service and compact full-service space,” commented Ross H. Bierkan, President and Chief Executive Officer of RLJ Lodging Trust. “Over the coming months we look forward to realizing the benefits of our expanded platform and executing our strategic plan to drive long-term shareholder value.”

Leadership

The combined company will continue to be led by Robert L. Johnson as Executive Chairman, Ross H. Bierkan as President and Chief Executive Officer, and Leslie D. Hale as Chief Operating Officer and Chief Financial Officer. Concurrently with the completion of the merger, the number of trustees on RLJ’s Board of Trustees was increased to eight. Patricia L. Gibson, a former director of FelCor, joined the existing seven members on RLJ’s Board of Trustees.

Transaction Terms

Effective as of the merger, shares of FelCor common stock will no longer trade on the New York Stock Exchange. Each former share of FelCor common stock has been converted into 0.362 newly issued RLJ common shares. FelCor’s operating units have been exchanged for limited partnership units in RLJ’s operating partnership at a similar exchange ratio of 0.362.

In addition, each outstanding share of FelCor’s $1.95 Series A cumulative convertible preferred stock has been converted into a newly created Series A cumulative convertible preferred share of RLJ. The RLJ Series A preferred shares will be listed on the New York Stock Exchange under the symbol “RLJprA”.

Advisors

Barclays acted as financial advisor and Hogan Lovells and Arent Fox acted as legal advisors to RLJ in connection with the merger.

About Us

RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust focused on acquiring premium-branded, focused-service and compact full-service hotels. The Company’s portfolio consists of 158 hotels with approximately 31,180 rooms located in 26 states and the District of Columbia and an ownership interest in one unconsolidated hotel with 171 rooms.

Forward Looking Statements

Certain statements in this press release that are not in the present or past tense or that discuss the expectations of RLJ and/or FelCor are forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward looking statements, which are based on current expectations, estimates and projections about the industry and markets in which RLJ operates and beliefs of and assumptions made by RLJ management, involve uncertainties that could significantly affect the financial results of the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” and “might” and variations of such words and similar expressions are intended to identify such forward looking statements, which generally are not historical in nature. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the merger between RLJ and FelCor, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions, the timing of future events, anticipated administrative and operating synergies, the anticipated impact of the merger on net debt ratios, cost of capital, future dividend payment rates, forecasts of FFO accretion, projected capital improvements, expected sources of financing, and descriptions relating to these expectations. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to expected synergies, improved liquidity and balance sheet strength — are forward looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, regional and local economic climates, (ii) changes in the real estate industry, financial markets and interest rates, or to the business or financial condition of either company or business (iii) increased or unanticipated competition for the companies’ properties, (iv) risks associated with acquisitions, including the integration of the combined companies’ businesses, (v) the potential liability for the failure to meet regulatory requirements, including the maintenance of REIT status, (vi) availability of financing and capital, (vii) risks associated with achieving expected

revenue synergies or cost savings, (viii) risks associated with the companies’ ability to consummate the merger and the timing of the closing of the merger, (ix) the outcome of claims and litigation involving or affecting either company, (x) applicable regulatory changes, and (xi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by RLJ from time to time, including those discussed under the heading “Risk Factors” in our most recently filed reports on Forms 10-K and 10-Q. RLJ does not undertake any duty to update any forward looking statements appearing in this document.

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Additional Contacts:

Leslie D. Hale, Chief Operating Officer and Chief Financial Officer, RLJ Lodging
Trust — (301) 280-7774

For additional information or to receive press releases via email, please visit our website:

http://rljlodgingtrust.com