8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 14, 2007

FELCOR LODGING TRUST INCORPORATED

(Exact Name of Registrant as Specified in Charter)

Maryland	001-14236	75-2541756
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
545 E. John Carpenter Fwy., Suite 1300 Irving, Texas		75062
(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(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 14d-2(b))

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

Item 1.01Entry into a Material Definitive Agreement.

On December 14, 2007, in connection with the acquisitions described in Item 2.01 below, certain subsidiaries of FelCor Lodging Limited Partnership (“FelCor LP”), the operating partnership of FelCor Lodging Trust Incorporated (the “Company”), entered into assumption agreements and related loan documents by which they assumed approximately $177 million in existing debt. See Item 2.03 below, which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 14, 2007, the Company and FelCor LP completed the acquisition of the Renaissance Esmeralda Resort & Spa in Indian Wells, California and the Renaissance Vinoy Resort & Golf Club in St. Petersburg, Florida (the “Properties”) for the aggregate purchase price of $225 million. The Properties were acquired by FelCor Esmeralda (SPE), L.L.C. and FelCor St. Pete (SPE), L.L.C. (the “Buyers”), wholly-owned subsidiaries of FelCor LP, from affiliates of Walton Street Capital and certain other parties (the “Sellers”). The Sellers and their affiliates have no material relationship with us or our subsidiaries, other than through the purchase contracts. Other indirect wholly-owned subsidiaries of FelCor LP, FelCor Esmeralda Leasing (SPE), L.L.C. and FelCor St. Pete Leasing (SPE), L.L.C. (the “Operating Lessees”), will operate the Properties pursuant to operating leases entered into simultaneously with the closing of the acquisition. In connection with the acquisitions, these Operating Lessees have assumed the existing management agreements with subsidiaries of Marriott International, Inc. for continued management of the Properties.

The 361-room Renaissance Vinoy features an 18-hole golf course and club house, a 74-slip marina, tennis facility, over 50,000 square feet of indoor and outdoor meeting space, restaurants, day spa, historical museum and the private Vinoy Club. The 560-room Renaissance Esmeralda is situated on 70 acres and has over 90,000 square feet of indoor and outdoor meeting space. Other amenities include a 12,000 square foot spa, restaurants and a tennis facility. The resort is part of the 36-hole Indian Wells Golf Resort.

The acquisitions were funded primarily by the assumption of approximately $177 million in loans. See Item 2.03 below, which is incorporated herein by reference. The remaining acquisition funds of approximately $48 million were contributed to the capital of the Buyers by FelCor LP, their sole member, primarily from FelCor LP’s available cash.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December 14, 2007, in connection with the acquisitions described in Item 2.01 above, Buyers and Operating Lessees (the “Borrowers”) entered into assumption agreements, amended and restated loan agreements and other loan documents whereby the Borrowers assumed the indebtedness under Seller’s existing loans for the Properties with Greenwich Capital Financial Products, Inc. (the “Lender”). The outstanding principal balance assumed under these loans was $87.975 million, with respect to the Renaissance Esmeralda, and $89.25 million, with respect to the Renaissance Vinoy. The loans each have an initial maturity date of May 1, 2009 with three one-year extension options and each bears interest at a floating rate of one-month LIBOR plus 155 basis points. A LIBOR Rate Cap Agreement is in place during the initial term of each of the loans that caps the LIBOR rate at 6.25%. Each loan is secured by the applicable Property and is non-recourse against the applicable Borrowers. Prior to the maturity date, Borrowers are required to make monthly interest-only payments to Lender, with the outstanding principal balance of each loan being due on the maturity date.

Item 8.01 Other Events

On December 20, 2007, the Company issued a press release announcing the acquisition described in Item 2.01 above and the loan assumptions described in Item 2.03 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

Item9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The required financial statements for the Properties will be filed in accordance with Rule 3-14 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than seventy-one (71) days after the date on which this initial report is filed.

(b) Pro forma financial information.

The required pro forma financial information for the Properties will be filed in accordance with Article 11 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than seventy-one (71) days after the date on which this initial report is filed.

(c) Shell Company Transactions.

Not applicable.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release, dated December 20, 2007, announcing the acquisition of the Renaissance Esmeralda Resort & Spa and the Renaissance Vinoy Resort & Golf Club, and the assumption of existing indebtedness in connection therewith.

The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

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

	FELCOR LODGING TRUST INCORPORATED (Registrant)
Date: December 20, 2007	By:	/s/Jonathan H. Yellen
		Name: Jonathan H. Yellen
		Title: Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release, dated December 20, 2007, announcing the acquisition of the Renaissance Esmeralda Resort & Spa and the Renaissance Vinoy Resort & Golf Club, and the assumption of existing indebtedness in connection therewith.

EX-99.1

For Immediate Release:

FELCOR ACQUIRES TWO RENAISSANCE RESORT HOTELS

• Quarter-to-date RevPAR in-line with expectations

IRVING, Texas...December 20, 2007 – FelCor Lodging Trust Incorporated (NYSE: FCH) today announced it has acquired two upper upscale, destination resorts from entities owned by affiliates of Walton Street Capital, Rockpoint Group and SCS Advisors for a combined purchase price of $225 million. The Renaissance Vinoy Resort & Golf Club is located in St. Petersburg, Florida and the Renaissance Esmeralda Resort & Spa is located in Indian Wells, California. Marriott International, Inc. (NYSE: MAR) will continue to manage the properties under a long-term management agreement.

The Renaissance Vinoy Resort & Golf Club, a historic, 361-room, AAA Four-Diamond resort, features an 18-hole golf course and club house, 74-slip marina, world-class tennis facility, over 50,000 square feet of indoor and outdoor meeting space, award winning restaurants, day spa, historical museum and the private Vinoy Club. The showplace of St. Petersburg's waterfront, the Renaissance Vinoy is one of only a few luxury resorts on Florida's West Coast and is located just blocks from downtown St. Petersburg. Opened in 1925, the resort has earned the National Register of Historic Places designation.

The Renaissance Esmeralda Resort & Spa, a 560-room, AAA Four-Diamond resort, is situated on 70 acres and nestled at the base of the majestic Santa Rosa Mountains in the exclusive community of Indian Wells and has been featured in Condé Nast Traveler's 2004 Gold List of "World's Best Places to Stay" and Travel + Leisure's "500 Greatest Hotels in the World.” The resort has 65,000 square feet of indoor meeting space, including 40,000 square feet of state-of-the-art meeting space built in 2003 and 25,000 square feet of outdoor meeting space, the highest square foot per key in the Coachella Valley. Other amenities include a 12,000 square foot spa with 18 treatment rooms, award winning restaurants and a tennis facility. The resort is part of the 36-hole Indian Wells Golf Resort, which recently completed an approximately $80 million renovation, and includes a new 50,000 square foot clubhouse. The Indian Wells Golf Resort is host to the annual PGA skins game.

The company forecasts that the combined properties will contribute approximately $17 million of Hotel EBITDA (Earnings Before Interest Expense, Taxes, Depreciation and Amortization) during 2008.

The company assumed the current combined mortgage debt of $177 million, which bears interest at LIBOR plus 155 basis points. Current payments are interest only and principal is paid in

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full at maturity in 2012 (including the company’s extension options). The remaining acquisition cost was funded with cash on hand.

“These two hotels meet our stated strategy to continue to improve the overall quality of the portfolio. The hotels meet our criteria of acquiring upper upscale hotels and resorts in markets with high barriers to entry. From a value perspective, we are acquiring hotels with IRRs that exceed our weighted average cost of capital, will provide the portfolio with higher, future EBITDA growth and will be accretive to FFO in 2008. In addition, we will use our core competencies to further enhance the EBITDA growth and our return on investment through various redevelopment opportunities,” said Richard A. Smith, FelCor’s President and Chief Executive Officer.

Transaction Highlights:

Increases Portfolio Quality

These hotels improve the overall quality of the company’s portfolio. The combined projected 2008 RevPAR of $140 is 47 percent higher than the current portfolio projected average of $95.

Further Diversifies Portfolio

The customer mix of these two hotels increases our orientation towards group business and provides greater stability to our cash flow. The average square feet of indoor meeting space at these two hotels exceeds 58,000, compared to the current portfolio average of 10,000 per hotel, a 480 percent premium. The current portfolio generates approximately 25 percent of its revenue from group business versus over 60 percent at these two hotels.

Increases barrier to entry protection

Both markets have high barriers-to-entry and long-term, historic supply growth significantly below the US average. In addition, FelCor does not foresee any new competitive resort hotels entering either market in the foreseeable future.

Attractive Pricing

The $225 million purchase price represents approximately $244,000 per key and is a significant discount to the combined replacement cost. These hotels are being purchased for approximately 13 times expected 2008 Hotel EBITDA.

Financial Impact

These hotels are expected to be accretive to Funds From Operations (“FFO”) per share during the first twelve months of ownership.

Additional Opportunity

There are opportunities at both hotels to upgrade and enhance the existing facilities, including the spa and pool areas, as well as other redevelopment opportunities including maximizing the value of excess land, which will generate greater EBITDA growth beyond what is currently projected.

Hodges Ward Elliott represented the seller on this transaction.

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Fourth Quarter Update:

RevPAR (Revenue per Available Room) for our 83 consolidated hotels increased 6.9 percent and ADR (Average Daily Rate) increased 7.4 percent for the two months ending November 30, 2007, compared to the same period in 2006, and was in the range of our expectations. RevPAR for our 49 hotels, where renovations were completed by September 30, 2007, increased 14.6 percent compared to prior year.

Renaissance Acquisitions

Reconciliation of Net Income to Hotel EBITDA

2008 Forecast

(in millions)

Net Income	$ 0
Interest Expense	11
Depreciation Expense	6
Hotel EBITDA	$17

With the exception of historical information, the matters discussed in this news release include “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “continue” and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance. Numerous risks and uncertainties, and the occurrence of future events, may cause actual results to differ materially from those anticipated at the time the forward-looking statements are made. General economic conditions, operating risks associated with the hotel business, the impact of U.S. military involvement in the Middle East and elsewhere, future acts of terrorism, the impact on the travel industry of increased fuel prices and security precautions, the availability of capital, the ability to execute our renovation program on budget in a timely manner, the cyclical nature of the real estate markets, our ability to continue to qualify as a Real Estate Investment Trust for federal income tax purposes and numerous other factors may affect future results, performance and achievements. Certain of these risks and uncertainties are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained or that actual results will not differ materially. We undertake no obligation to update any forward-looking statement to conform the statement to actual results or changes in our expectations.

FelCor, a real estate investment trust, is the nation’s largest owner of upper upscale, all-suite hotels. FelCor’s portfolio is comprised of 85 consolidated hotels and resorts, located in 23 states and Canada. FelCor’s portfolio consists mostly of upper upscale hotels, which are flagged under global brands such as Embassy Suites Hotels, Doubletree®, Hilton®, Renaissance®, Sheraton®, Westin® and Holiday Inn®. FelCor has a current enterprise value of approximately $3.1 billion. Additional information can be found on the Company’s Web site at www.felcor.com.

Contact:

Stephen A. Schafer, Vice President Strategic Planning & Investor Relations

(972) 444-4912 sschafer@felcor.com

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