UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
FelCor Lodging Trust Incorporated
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
31430F101
(CUSIP Number)
April 4, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1
CUSIP No. 31430F101 | 13G | Page 2 of 29 Pages |
1. |
Name of reporting persons:
GSO Special Situations Fund LP | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
3,297,885 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
3,297,885 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
3,297,885 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
2.7%* | |||||
12. | Type of reporting person (see instructions):
PN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 3 of 29 Pages |
1. |
Name of reporting persons:
GSO Special Situations Overseas Master Fund Ltd. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,948,312 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
2,948,312 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
2,948,312 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
2.4%* | |||||
12. | Type of reporting person (see instructions):
CO |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 4 of 29 Pages |
1. |
Name of reporting persons:
GSO Special Situations Overseas Fund Ltd. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Cayman Islands, British West Indies | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
2,948,312 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
2,948,312 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
2,948,312 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
2.4%* | |||||
12. | Type of reporting person (see instructions):
CO |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 5 of 29 Pages |
1. |
Name of reporting persons:
GSO Capital Partners LP | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
PN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 6 of 29 Pages |
1. |
Name of reporting persons:
GSO Advisor Holdings L.L.C. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
OO |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 7 of 29 Pages |
1. |
Name of reporting persons:
Blackstone Holdings I L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
PN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 8 of 29 Pages |
1. |
Name of reporting persons:
Blackstone Holdings I/II GP Inc. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
CO |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 9 of 29 Pages |
1. |
Name of reporting persons:
The Blackstone Group L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
PN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 10 of 29 Pages |
1. |
Name of reporting persons:
Blackstone Group Management L.L.C. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
Delaware | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
OO |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 11 of 29 Pages |
1. |
Name of reporting persons:
Stephen A. Schwarzman | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
6,246,197 | ||||
6. | Shared voting power:
0 | |||||
7. | Sole dispositive power:
6,246,197 | |||||
8. | Shared dispositive power:
0 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
IN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 12 of 29 Pages |
1. |
Name of reporting persons:
Bennett J. Goodman | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
6. | Shared voting power:
6,246,197 | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
6,246,197 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
IN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 13 of 29 Pages |
1. |
Name of reporting persons:
J. Albert Smith III | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
6. | Shared voting power:
6,246,197 | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
6,246,197 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
IN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
CUSIP No. 31430F101 | 13G | Page 14 of 29 Pages |
1. |
Name of reporting persons:
Douglas I. Ostrover | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Citizenship or place of organization:
United States | |||||
Number of shares beneficially owned by each reporting person with |
5. | Sole voting power:
0 | ||||
6. | Shared voting power:
6,246,197 | |||||
7. | Sole dispositive power:
0 | |||||
8. | Shared dispositive power:
6,246,197 | |||||
9. |
Aggregate amount beneficially owned by each reporting person:
6,246,197 | |||||
10. | Check box if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
11. | Percent of class represented by amount in Row (9):
5.0%* | |||||
12. | Type of reporting person (see instructions):
IN |
* | The calculation is based on 124,121,786 shares of Common Stock outstanding as of February 22, 2013, as reported in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the Securities Exchange Commission on February 28, 2013. |
Page 15 of 29
Item 1. | (a). Name of Issuer |
FelCor Lodging Trust Incorporated (the Company)
(b). Address of Issuers Principal Executive Offices: |
545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062
Item 2(a). | Name of Person Filing |
Item 2(b). | Address of Principal Business Office |
Item 2(c). | Citizenship |
Each of the following persons is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
(i) GSO Special Situations Fund LP
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ii) GSO Special Situations Overseas Master Fund Ltd.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
(iii) GSO Special Situations Overseas Fund Ltd.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: Cayman Islands
(iv) GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(v) GSO Advisor Holdings L.L.C.
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(vi) Blackstone Holdings I L.P.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
Page 16 of 29
(vii) Blackstone Holdings I/II GP Inc.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(viii) The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(ix) Blackstone Group Management L.L.C.
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
(x) Stephen A. Schwarzman
c/o The Blackstone Group L.P.
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xi) Bennett J. Goodman
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xii) J. Albert Smith III
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
(xiii) Douglas I. Ostrover
c/o GSO Capital Partners LP,
345 Park Avenue
New York, NY 10154
Citizenship: United States
Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.01 (the Common Stock)
Page 17 of 29
Item 2(e). | CUSIP Number: 31430F101 |
Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable.
Item 4. | Ownership. |
(a) Amount beneficially owned:
As of April 4, 2013, each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Persons respective cover page.
(b) Percent of class:
The Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on February 28, 2013, indicated that there were 124,121,786 outstanding shares of Common Stock as of February 22, 2013. Based on this number of outstanding shares of Common Stock, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of the total number of outstanding shares of Common Stock as listed on such Reporting Persons respective cover page.
GSO Special Situations Fund LP directly holds 3,297,885 shares of Common Stock. GSO Special Situations Overseas Master Fund Ltd. directly holds 2,948,312 shares of Common Stock (GSO Special Situations Fund LP and GSO Special Situations Overseas Master Fund Ltd., the GSO Funds).
GSO Special Situations Overseas Master Fund Ltd. is a wholly owned subsidiary of GSO Special Situations Overseas Fund Ltd. GSO Capital Partners LP serves as the investment manager of GSO Special Situations Fund LP, GSO Special Situations Overseas Master Fund Ltd. and GSO Special Situations Overseas Fund Ltd.
GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP. Blackstone Holdings I L.P. is a managing member of GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P. Blackstone Group Management L.L.C. is wholly owned by Blackstones senior managing directors and controlled by its founder, Stephen A. Schwarzman.
In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared voting power and/or investment power with respect to the Common Stock held by the GSO Funds.
Page 18 of 29
Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this statement is filed or who are otherwise party to the Joint Filing Agreement (as filed hereto as Exhibit 99.1) constitute a group for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
(c) Number of Shares as to which the Reporting Person has:
GSO Special Situations Fund LP
(i) Sole power to vote or to direct the vote:
3,297,885
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
3,297,885
(iv) Shared power to dispose or to direct the disposition of:
0
GSO Special Situations Overseas Master Fund Ltd.
(i) Sole power to vote or to direct the vote:
2,948,312
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,948,312
(iv) Shared power to dispose or to direct the disposition of:
0
GSO Special Situations Overseas Fund Ltd.
(i) Sole power to vote or to direct the vote:
2,948,312
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
2,948,312
(iv) Shared power to dispose or to direct the disposition of:
0
GSO Capital Partners LP
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Page 19 of 29
GSO Advisor Holdings L.L.C.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Blackstone Holdings I L.P.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Blackstone Holdings I/II GP Inc.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
The Blackstone Group L.P.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Page 20 of 29
Blackstone Group Management L.L.C.
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Stephen A. Schwarzman
(i) Sole power to vote or to direct the vote:
6,246,197
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
6,246,197
(iv) Shared power to dispose or to direct the disposition of:
0
Bennett J. Goodman
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,246,197
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,246,197
J. Albert Smith III
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,246,197
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,246,197
Page 21 of 29
Douglas I. Ostrover
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
6,246,197
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,246,197
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
Item 9. | Notice of Dissolution of Group. |
Not Applicable.
Item 10. | Certification. |
By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
Page 22 of 29
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: April 15, 2013
GSO SPECIAL SITUATIONS FUND LP | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD. | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO SPECIAL SITUATIONS OVERSEAS FUND LTD. | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO CAPITAL PARTNERS LP | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO ADVISOR HOLDINGS L.L.C. | ||
By: BLACKSTONE HOLDINGS I L.P., its sole member | ||
By: BLACKSTONE HOLDINGS I/II GP INC., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE HOLDINGS I L.P. | ||
By: BLACKSTONE HOLDINGS I/II GP INC., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE HOLDINGS I/II GP INC. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
Page 23 of 29
THE BLACKSTONE GROUP L.P. | ||
By: BLACKSTONE GROUP MANAGEMENT L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: | /s/ Stephen A. Schwarzman | |
Stephen A. Schwarzman | ||
BENNETT J. GOODMAN | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Attorney-in-Fact | |
J. ALBERT SMITH III | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Attorney-in-Fact | |
DOUGLAS I. OSTROVER | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Attorney-in-Fact |
EXHIBIT LIST
Exhibit 99.1 | Joint Filing Agreement, dated April 15, 2013, among the Reporting Persons (filed herewith). | |
Exhibit 99.2 | Power of Attorney, dated June 8, 2010, granted by Bennett J. Goodman in favor of Marisa Beeney. | |
Exhibit 99.3 | Power of Attorney, dated June 8, 2010, granted by J. Albert Smith III in favor of Marisa Beeney. | |
Exhibit 99.4 | Power of Attorney, dated June 8, 2010, granted by Douglas I. Ostrover in favor of Marisa Beeney. |
Exhibit 99.1
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.01, of FelCor Lodging Trust Incorporated, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: April 15, 2013
GSO SPECIAL SITUATIONS FUND LP | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO SPECIAL SITUATIONS OVERSEAS MASTER FUND LTD. | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO SPECIAL SITUATIONS OVERSEAS FUND LTD. | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO CAPITAL PARTNERS LP | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Authorized Signatory | |
GSO ADVISOR HOLDINGS L.L.C. By: BLACKSTONE HOLDINGS I L.P., its sole member By: BLACKSTONE HOLDINGS I/II GP INC., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer |
BLACKSTONE HOLDINGS I L.P. By: BLACKSTONE HOLDINGS I/II GP INC., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE HOLDINGS I/II GP INC. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
THE BLACKSTONE GROUP L.P. By: BLACKSTONE GROUP MANAGEMENT L.L.C., its general partner | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
By: | /s/ John G. Finley | |
Name: | John G. Finley | |
Title: | Chief Legal Officer | |
By: | /s/ Stephen A. Schwarzman | |
Stephen A. Schwarzman | ||
BENNETT J. GOODMAN | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Attorney-in-Fact | |
J. ALBERT SMITH III | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Attorney-in-Fact | |
DOUGLAS I. OSTROVER | ||
By: | /s/ Marisa Beeney | |
Name: | Marisa Beeney | |
Title: | Attorney-in-Fact |
Exhibit 99.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, BENNETT J. GOODMAN, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP and each of its affiliates or entities advised by me or GSO Capital Partners LP, all documents, certificates, instruments, statements, filings and agreements (documents) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the Act) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such persons execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June, 2010.
/s/ Bennett J. Goodman |
BENNETT J. GOODMAN |
Exhibit 99.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, J. ALBERT SMITH III, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP and each of its affiliates or entities advised by me or GSO Capital Partners LP, all documents, certificates, instruments, statements, filings and agreements (documents) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the Act) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such persons execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June, 2010.
/s/ J. Albert Smith III |
J. ALBERT SMITH III |
Exhibit 99.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, DOUGLAS I. OSTROVER, hereby make, constitute and appoint MARISA BEENEY, acting individually, as my agent and attorney-in-fact for the purpose of executing in my name, (a) in my personal capacity or (b) in my capacity as an executive, member of or in other capacities with GSO Capital Partners LP and each of its affiliates or entities advised by me or GSO Capital Partners LP, all documents, certificates, instruments, statements, filings and agreements (documents) to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with any stock exchange, self-regulatory association, the Commodities Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the SEC) pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 (the Act) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Act, including without limitation Form 3, 4, 5, 144, or Schedules 13D, 13F and 13G and any amendments to said forms or schedules, in each case, as determined by such person to be necessary or appropriate. Any such determination shall be conclusively evidenced by such persons execution, delivery, furnishing and/or filing of the applicable document.
All past acts of the attorneys-in-fact in furtherance of the foregoing are hereby ratified and confirmed.
This power of attorney shall be valid from the date hereof until the date revoked in writing by the undersigned, and this power of attorney does not revoke or replace any other power of attorney that the undersigned has previously granted.
IN WITNESS WHEREOF, I have executed this instrument as of the 8th day of June, 2010.
/s/ Douglas I. Ostrover |
DOUGLAS I. OSTROVER |