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)
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October
1, 2009
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FelCor
Lodging Trust Incorporated
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(Exact
name of registrant as specified in its charter)
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Maryland
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001-14236
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75-2541756
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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545
E. John Carpenter Frwy., Suite 1300
Irving,
Texas
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75062
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(972)
444-4900
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(Former
name or former address, if changed since last
report.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 – Registrant’s Business and Operations
Item
1.01 Entry
into a Material Definitive Agreement.
Indenture
On
October 1, 2009, FelCor Escrow Holdings, L.L.C. (“FelCor Escrow Sub”), a
subsidiary of FelCor Lodging Trust Incorporated (the “Company”) and its
operating partnership subsidiary, FelCor Lodging Limited Partnership (“FelCor
LP”), issued $636 million in aggregate principal amount of senior secured notes
(the “Notes”) that bear a fixed interest rate of ten percent per year and mature
on October 1, 2014. The notes were offered to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and to persons outside the United States under Regulation S
of the Securities Act. The Notes are governed by an indenture (the
“Indenture”) entered into by FelCor Escrow Sub and U.S. Bank National
Association as trustee.
The net
proceeds of the offering were approximately $558 million after the original
issue discount, fees and expenses. The proceeds will be used to fund
FelCor LP’s offers to purchase all of its outstanding senior notes. Upon the
tender of and final acceptance for purchase and payment of at least 90% of
FelCor LP’s 8 ½% senior notes due 2011 (the “8 ½% Notes”) by FelCor LP or at
such earlier time as FelCor LP shall determine in it sole discretion, FelCor LP
will assume FelCor Escrow Sub’s obligations under the Notes (the
“Assumption”). Until the Assumption, the gross proceeds from the sale
of the Notes will be held in an escrow account by U.S. Bank National
Association, as escrow agent. After the Assumption, the Notes will be secured by
a pledge of the limited partner interests in FelCor LP owned by FelCor, a
combination of first lien mortgages and related security interests on up to 14
hotels, and pledges of equity interests in certain subsidiaries of FelCor
LP. If for any reason the Assumption is not consummated by December
2, 2009, the Notes shall be redeemed at a redemption price equal to 100% of
gross proceeds resulting from the sale of the Notes, plus accrued and unpaid
interest through the mandatory redemption date.
As of the date
this Current Report was filed, an insufficient amount of 8 ½% Notes had been
tendered, and the foregoing condition had not been satisfied or
waived.
Supplemental
Indentures
On
September 30, 2009, the Company, FelCor LP and certain of their subsidiaries
entered into supplemental indentures that became effective October 1, 2009 (the
“Supplemental Indentures”) to the indentures (the “Old Indentures”) governing
the 8 ½% Notes and FelCor LP’s senior floating rate notes due 2011 (the
“Floating Rate Notes” and, together with the 8 ½% Notes, the “Old Notes”),
following receipt of requisite consents of the noteholders. The Supplemental
Indentures were entered into with the trustee under the Old Indentures and
eliminate substantially all restrictive covenants, certain events of default,
guaranties and related provisions in the Old Indentures. Thereafter, the Old
Notes will be effectively subordinated to the Notes to the extent the Notes are
secured and/or guaranteed by subsidiaries of the Company and FelCor LP. These
consents were solicited pursuant to the consent solicitations commenced on
September 17, 2009. The amendments contained in the Supplemental Indentures are
effective only upon the consummation of the Assumption and the related
acceptance for payment and purchase of all validly tendered Old
Notes. Copies of the Supplemental Indentures are attached hereto as
Exhibits 4.2 and 4.3 and are incorporated herein by reference.
Section
2 – Financial Information
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
See
“Indenture” under Item 1.01 above, which is incorporated herein by
reference.
Section 3 – Securities and Trading Markets
Item 3.03 Material
Modification to Rights of Security Holders.
See
“Supplemental Indentures” under Item 1.01 above, which is incorporated
herein by reference
.
Section
9 – Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
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Number
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Description
of Exhibit
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4.1
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Indenture,
dated as of October 1, 2009, by and between FelCor Escrow Holdings, L.L.C.
and U.S. Bank National Association, as trustee
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4.2
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Sixth
Supplemental Indenture, dated as of September 30, 2009, by and among the
FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership,
certain of their subsidiaries, as guarantors, and U.S. Bank National
Association, as successor to SunTrust Bank, as trustee, relating to the 8
½% Notes
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4.3
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Third
Supplemental Indenture, dated as of September 30, 2009, by and among the
FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership,
certain of their subsidiaries, as guarantors, and U.S. Bank National
Association, as trustee, relating to the Floating Rate
Notes
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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.
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FELCOR
LODGING TRUST INCORPORATED
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Date: October
7, 2009
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By:
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/s/Jonathan
H. Yellen
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Name:
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Jonathan
H. Yellen
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Title:
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Executive
Vice President, General Counsel and Secretary
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